UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21673

THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: August 31, 2011

Date of reporting period: February 28, 2011

ITEM 1. REPORTS TO STOCKHOLDERS.

2

SEMI-ANNUAL REPORT

AllianceBernstein Pooling Portfolios

U.S. Value

U.S. Large Cap Growth

International Value

International Growth

Short Duration Bond

Intermediate Duration Bond

Bond Inflation Protection

High-Yield

Small-Mid Cap Value

Small-Mid Cap Growth

Multi-Asset Real Return

(formerly Global Real Estate Investment)

Volatility Management

February 28, 2011

Semi-Annual Report

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our website at www.alliancebernstein.com or call your financial advisor or AllianceBernstein^® at (800) 227-4618. Please read the prospectus carefully before you invest.

You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AllianceBernstein publishes full portfolio holdings for the Fund monthly at www.alliancebernstein.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

April 25, 2011

Semi-Annual Report

This report provides management’s discussion of fund performance for the AllianceBernstein Pooling Portfolios (collectively, the “Portfolios”; individually, the “Portfolio”) for the semi-annual reporting period ended February 28, 2011.

The tables on pages 30-32 show each Portfolio’s performance for the six- and 12-month periods ended February 28, 2011, compared to their respective benchmarks. Additional performance can be found on pages 33-36. Each Portfolio’s benchmark is as follows: U.S. Value Portfolio—Russell 1000 Value Index; U.S. Large Cap Growth Portfolio—Russell 1000 Growth Index; International Value Portfolio—Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index; International Growth Portfolio—MSCI EAFE Index and MSCI EAFE Growth Index; Short Duration Bond Portfolio—Bank of America Merrill Lynch (BofAML) 1-3 Year Treasury Index; Intermediate Duration Bond Portfolio—Barclays Capital U.S. Aggregate Bond Index; Bond Inflation Protection Portfolio—Barclays Capital 1-10 Year Inflation Protected Securities (TIPS) Index; High-Yield Portfolio—Barclays Capital U.S. High Yield 2% Issuer Cap Index; Small-Mid Cap Value Portfolio—Russell 2500 Value Index; Small-Mid Cap Growth Portfolio—Russell 2500 Growth Index; Multi-Asset Real Return Portfolio—MSCI All Country (AC) World Commodity Producers Index and Financial Times Stock Exchange (FTSE) European Public Real Estate Association (EPRA)/National Association of Real Estate Investment Trusts

(NAREIT); Volatility Management—Standard & Poor’s (S&P) S&P 500 Stock Index.

U.S. Value Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of U.S. companies, emphasizing investments in companies that AllianceBernstein (the “Adviser”) believes are undervalued. The Portfolio uses the fundamental value approach of the Adviser’s Bernstein unit (“Bernstein”). This fundamental value approach seeks to identify investments that are considered to be undervalued because they are attractively priced relative to future earnings power and dividend-paying capability. The Adviser relies heavily on the fundamental analysis and research of Bernstein’s large internal research staff in making investment decisions for the Portfolio. Under normal circumstances, the Portfolio invests in at least 80% of its net assets in equity securities of U.S. companies.

Investment Results

During the six-month period ended February 28, 2011, the Portfolio outperformed its benchmark, the Russell 1000 Value Index. The primary contributor was security selection, while sector selection modestly offset some of these gains. Security selection in consumer growth, consumer cyclicals and consumer staples were the main drivers of relative performance. The sector overweights to consumer cyclicals and consumer staples detracted from returns.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 1

During the 12-month period ended February 28, 2011, the Portfolio underperformed its benchmark. Security selection was the main detractor, led by selection in financials, technology and energy. Sector selection was neutral; an underweight in utilities detracted from returns while an underweight in financials contributed.

The Portfolio did not utilize derivatives during the six- and 12-month reporting periods.

Market Review and Investment Strategy

Cyclical sectors led for the six- and 12-month periods ended February 28, 2011. Defensive sectors and financials lagged, although the latter rebounded at the end of the reporting period. The Portfolio’s underperformance from the 12-month reporting period was due to its financial and technology holdings. In financials, the biggest detractors were big banks hurt by fears about regulatory reform and mortgage-securitization putbacks. Reflecting new research, positions were reduced in firms with the most exposure to these issues, while names were added with relatively less exposure, such as JPMorgan Chase, Wells Fargo and Capital One. This repositioning added to returns for the six-month reporting period. In technology, the market’s focus on headline-grabbing trends in tablet and cloud computing drove outperformance of high-growth tech firms at the expense of the more attractively valued names the Portfolio favors. The shortfall for the 12-month reporting period was partially offset by gains in media and consumer related holdings.

U.S. Large Cap Growth Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in the equity securities of a limited number of large, carefully selected, high-quality U.S. companies that are judged likely to achieve superior earnings growth. The Adviser tends to focus on companies that have strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects.

Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of large-capitalization U.S. companies. For these purposes, “large capitalization U.S. companies” are those that, at the time of investment, have market capitalizations within the range of market capitalizations of companies appearing in the Russell 1000 Growth Index. The Portfolio normally will invest in common stocks of companies with market capitalizations of at least $5 billion at the time of purchase. Normally, about 50-70 companies will be represented in the Portfolio’s portfolio, with the 25 most highly regarded of these companies usually constituting approximately 70% of the Portfolio’s net assets. The Portfolio thus differs from more typical equity mutual funds by focusing on a relatively small number of intensively researched companies. The Portfolio also may invest in non-U.S. securities.

Investment Results

For the six-month period ended February 28, 2011, the Portfolio outperformed its benchmark, the Russell 1000 Growth Index, driven by

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positive stock selection with additional support from sector allocation. Cyclicality was a common thread among top contributors which included energy company Schlumberger, alternative asset manager Blackstone and technology firm Nvidia. An underweight in the consumer staples sector, where, in general, the Portfolio sees modest growth opportunities, was the largest contribution from a sector allocation perspective. Stock selection in the materials, information technology, consumer discretionary, industrials and financials bolstered performance, while selection in the health care sector detracted for the six-month period. Investor disappointment over the final terms of Alcon’s acquisition by Novartis resulted in Alcon being the top detractor. Teva Pharmaceuticals and Goldman Sachs rounded out the top detractors for the six-month period.

For the 12-month period ended February 28, 2011, the Portfolio underperformed its benchmark. Negative stock selection in the health care and financials sectors, two industries shrouded in uncertainty by U.S. government reform efforts, drove the majority of underperformance. The largest individual detractors, Gilead Sciences and Goldman Sachs, reflected these themes. Although financials moved from negative returns in the beginning of the year to positive returns in the second half of the year, they continued to lag the benchmark. Health care holdings Alcon and Teva Pharmaceuticals rounded out the top detractors. On the positive side, technology stocks were the largest contributors, led by Apple and Nvidia

and an underweight in Microsoft. An underweight in the consumer staples sector also added to performance followed by stock selection in the materials and energy sectors.

The Portfolio did not utilize derivatives during the six- and 12-month reporting periods.

Market Review and Investment Strategy

2010 started off well, with economic growth and financial markets exceeding expectations. But pockets of turbulence in the second and third quarters left investors leery and anxious about the future—and focused on preserving rather than growing assets. By the fourth quarter, increasingly positive indicators put to rest the overriding fear in the market—that the economy would take a “double-dip” back into recession—and risk aversion subsided. Investor optimism about the direction of economic growth continued to strengthen into the beginning of 2011.

It is heartening to see investors starting to once again discriminate among companies based on fundamentals. This is what the Portfolio seeks to capture through research-based stock selection, so it remains positioned to benefit as more typical behavior gains momentum. The Portfolio continues to lean into the opportunity by investing in leading growth franchises at historically low valuations relative to their peers. The Portfolio has been constructed to have positive exposure to the economic recovery. While some of the established cyclically exposed

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 3

positions are starting to play out as expected, the research continues finding new examples of what is considered to be under-recognized growth potential.

International Value Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and from more than 40 developed and emerging market countries. These countries currently include the developed nations in Europe and the Far East, Canada, Australia and emerging market countries worldwide. Under normal market conditions, the Portfolio invests significantly (at least 40%—unless market conditions are not deemed favorable by the Adviser) in securities of non-U.S. companies. In addition, the Portfolio invests, under normal market conditions, in companies in at least three countries other than the United States.

The Portfolio invests in companies that Bernstein determines are undervalued, using a fundamental value approach. In selecting securities for the Portfolio, Bernstein uses its fundamental and quantitative research to identify companies whose stocks are priced low in relation to their perceived long-term earnings power.

Investment Results

For the six-month period ended February 28, 2011, the Portfolio outperformed its benchmark, the MSCI EAFE Index. Both sector selection and

security selection were positive. Stock selection in finance, consumer staples and energy added to returns. An overweight in the energy and industrial commodities sectors, as well as an underweight in the consumer staples sectors was beneficial to returns. Gains were slightly offset by negative security selection in technology.

For the 12-month period ended February 28, 2011, the Portfolio underperformed its benchmark. Security selection in the technology/electronics, consumer cyclicals and telecommunications sectors drove the underperformance. This was slightly offset by the positive impact of overweight positions in the industrial commodities sector, along with an underweight in consumer staples.

During both reporting periods, the Portfolio held forward currency and futures to implement active currency management, which was positive to performance.

International Growth Portfolio

Investment Objective and Policies

The Portfolio’s investment objective is long-term growth of capital. The Portfolio invests primarily in an international portfolio of companies selected by the Adviser whose growth potential appears likely to outpace market expectations. The Adviser’s growth analysts use proprietary research to seek to identify companies that grow while creating a significant amount of “economic value”-These companies typically exhibit solid, durable growth; strong, sustainable competitive advantages; high return on invested capital (ROIC) and robust

4 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

free cash flow. Under normal circumstances, the Portfolio invests in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States. The Portfolio invests in securities of companies in both developed and emerging market countries. Geographic distribution of the Portfolio’s investments among countries or regions also will be a product of the stock selection process rather than a pre-determined allocation. The Portfolio may also invest in synthetic foreign equity securities, which are types of warrants used internationally that entitle a holder to buy or sell underlying securities. The Advisor expects that normally the Portfolio’s portfolio will tend to emphasize investments in larger capitalization companies. The Portfolio normally invests in 70-160 companies.

Currencies can have a dramatic impact on equity returns, significantly adding to returns in some years and greatly diminishing them in others. Currency and equity positions are evaluated separately. The Adviser may seek to hedge the currency exposure resulting from securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Portfolio may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures, options on futures, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

Investment Results

The Portfolio underperformed its benchmark, the MSCI EAFE Index, for both the six- and 12-month periods ended February 28, 2011. For the six-month period, sector selection detracted. While the overweight in the energy sector was beneficial, the overweight in financials, specifically the property companies, detracted. Security selection was negative, particularly within industrials, financials and consumer discretionary sectors. Over the six-month period, the Portfolio suffered from a downdraft in risk appetite in general and for emerging markets in particular. Key detractors included Asian property developers, notably CapitaLand, Swedish fashion retailer Hennes & Mauritz (H&M) and U.K.-based Serco, an industrial services company. Contributors included some of the Portfolio’s exposures to strong agricultural trends, including fertilizer manufacturer K+S Group. The rapid rise in oil pricing buoyed the Portfolio’s energy-complex shares such as oil & gas exploration company Afren, while consolidation among global exchanges boosted Hong Kong Exchanges and Clearing Limited.

Over the 12-month period ended February 28, 2011, the Portfolio’s underperformance was largely the result of negative security selection within the industrials, information technology and consumer discretionary sectors. This was partially offset by strong stock selection across the materials and consumer staples sectors. Sector selection was also negative, particularly the overweight in financials and the underweight in the consumer

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 5

discretionary sector. CapitaLand, business process outsourcing company Capita and H&M detracted. Two agricultural commodity players, PotashCorp and K+S Group, were the strongest contributors as fundamentals for fertilizers improved. Hong Kong-based outsourcing company Li & Fung contributed positively helped by over a year of strong revenue growth.

During both reporting periods, the Portfolio utilized currency forwards and futures for hedging and non-hedging purposes, which contributed positively to performance.

International Market Review and Investment Strategy

Overall, international equity markets, as measured by the benchmark, posted solid returns during the six- and 12-month periods ended February 28, 2011, although markets were volatile. Markets were strong in March as investors shrugged off macroeconomic concerns. Risk aversion returned in May and June, due to uncertainties in the financial sector including mounting sovereign debt risks in Europe, discussions of stricter regulation of banks globally, and moderating growth expectations in China. Markets received some relief in July, moving sharply higher following positive earnings and a positive sentiment shift after BP stanched the flow of oil into the Gulf of Mexico. However, lackluster macroeconomic data led to equity markets underperforming again in August. Markets regained strength in September and October as the U.S. Federal Reserve’s second round

of quantitative easing injected liquidity

into global capital markets and ended the calendar year on a strong note, broadly speaking, as corporates delivered profit growth. While the benchmark overall rose in January and February 2011, emerging markets’ equities performance diverged from developed markets’ as inflationary pressures from rising commodities prices prompted rate hikes in Brazil and across Asia.

The International Value Pooling Portfolio emphasizes companies with strong free cash flow generation that are selling at attractive valuations. These opportunities are available across a wide range of sectors.

The International Growth Portfolio was significantly repositioned during the reporting period. The Portfolio’s stock selection process focuses on quality growth companies with high returns, good reinvestment opportunities, and strong competitive positions. The stocks in the Portfolio, in aggregate, have higher growth and profitability characteristics than the benchmark. The Portfolio’s management team, the International Growth Group (the “Team”) has concentrated into fewer names by adding to positions in its highest-conviction stocks and the Team believes this will increase the Portfolio’s outperformance potential. The Team is emphasizing emerging markets exposure both in its country allocation and stock selection, as it believes companies which can capitalize on satisfying burgeoning demand in rapidly growing regions can outperform.

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Short Duration Bond Portfolio

Investment Objective and Policies

The Portfolio seeks a moderate rate of income that is subject to taxes. The Portfolio may invest in many types of fixed-income securities, including corporate bonds, notes, U.S. government and agency securities, asset-backed securities, mortgage-related securities, and inflation-protected securities, as well as other securities of U.S. and non-U.S. issuers. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. The Portfolio may invest up to 20% of its total assets in debt securities denominated in currencies other than the U.S. Dollar. The Portfolio may also invest up to 20% of its assets in hybrid instruments, which have characteristics of futures, options, currencies and securities. The Portfolio seeks to maintain a relatively short duration of one to three years under normal market conditions. The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero coupon and interest-only or principal-only securities.

Investment Results

The Portfolio outperformed its benchmark, the Bank of America Merrill Lynch (BofAML) 1-3 Year Treasury Index, for both the six- and 12-month reporting periods ended February 28, 2011. For both periods, the Portfolio’s exposure to spread products, which significantly outperformed Treasury securities, was the primary positive driver of relative performance. Allocations to agency and non-agency mortgages, commercial mortgage-backed

securities (CMBS), asset-backed securities (ABS) and investment-grade corporates all contributed positively for both reporting periods. The Portfolio utilized derivative instruments including Treasury future positions to manage interest rate exposure, which had no material impact on performance.

Intermediate Duration Bond Portfolio

Investment Objective and Policies

The Portfolio seeks a moderate to high rate of income that is subject to taxes. The Portfolio may invest in many types of debt securities, including corporate bonds, notes, U.S. government and agency securities, asset-backed securities, mortgage-related securities, and inflation-protected securities, as well as other securities of U.S. and non-U.S. issuers. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. The Portfolio seeks to maintain a relatively longer duration of three to six years under normal market conditions. The Portfolio may invest up to 20% of its total assets in debt securities denominated in currencies other than the U.S. Dollar. The Portfolio may also invest up to 20% of its assets in hybrid instruments, which have characteristics of futures, options, currencies and securities. The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero coupon and interest-only or principal-only securities.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 7

Investment Results

The Portfolio outperformed its benchmark, the Barclays Capital U.S. Aggregate Bond Index, for both the six- and 12-month reporting periods ended February 28, 2011. For both reporting periods, the Portfolio’s sector allocation and security selection were the primary positive drivers of relative returns. Overweight allocations to CMBS and investment-grade corporate securities, as well as an underweight allocation to Treasuries and mortgage-backed securities, contributed positively. Security selection within the Portfolio’s corporate and mortgage holdings were positive while security selection within the CMBS allocation detracted.

During both reporting periods, the Portfolio utilized derivative instruments including Treasury futures and interest rate swaps in order to manage its duration and yield curve positioning. Overall yield curve positioning detracted for the six-month period, while duration positioning had no material impact. For the 12-month period, both yield curve and duration positioning contributed positively. The Portfolio also utilized currency forwards for hedging purposes, resulting in no currency impact.

Bond Inflation Protection Portfolio

Investment Objective and Policies

The Portfolio seeks to maximize real return without assuming what the Adviser considers to be undue risk. The Portfolio pursues its objective by investing principally in Treasury Inflation Protected Securities (“TIPS”) directly or by gaining indirect exposure to TIPS through

derivatives transactions such as total return swaps linked to TIPS. The Portfolio may invest in other fixed-income investments such as U.S. and non-U.S. government securities, corporate fixed-income securities and mortgage-related securities, as well as derivatives linked to such securities.

Under normal circumstances, the Portfolio invests at least of 80% of its net assets in fixed-income securities. While the Portfolio invests principally in investment grade securities, it may invest up to 15% of its total assets in fixed-income securities rated BB or B, or the equivalent by at least one national ratings agency (or deemed by the Adviser to be of comparable credit quality) which are not investment grade (“junk bonds”). The Portfolio may also invest in other inflation-indexed securities, issued by both U.S. and non-U.S. issuers, and in derivative instruments linked to these securities, such as options, futures, forwards, or swap agreements. The Portfolio may also invest in loan participations, structured securities, asset-backed securities, variable, floating, and inverse floating rate instruments, and preferred stock, and may use other investment techniques. The Portfolio may invest in fixed-income securities of any maturity and duration.

Investment Results

The Portfolio outperformed its benchmark, the Barclays Capital 1-10 Year TIPS Index, for both the six- and 12-month periods ended February 28, 2011. The Portfolio’s overweight in credit and CMBS contributed positively to relative performance for both periods. During both reporting

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periods, the Portfolio utilized Treasury futures and interest rate swaps in order to manage duration and yield curve positioning. The Portfolio’s longer duration positioning detracted for the six-month period as interest rates rose, but contributed positively during the 12-month period as rates declined earlier in 2010. Yield curve positioning was positive for both periods.

The Portfolio also sold protection on several credit derivatives as a substitute for buying individual corporate bonds. During the six- and 12-month periods, spreads on these positions did not tighten as much as the spreads on the underlying corporate bonds; therefore, the Portfolio would have been better off owning the corporate bonds. The Portfolio also utilized currency forwards in order to hedge unwanted currency exposure or to create the desired currency exposure in the Portfolio. For the six-month period, currency positioning contributed positively, but detracted for the 12-month period. In order to combine the inflation protection offered by TIPS with the return potential of a multi-sector portfolio of bonds, the Portfolio used reverse repurchase agreements to create the necessary leverage.

High-Yield Portfolio

Investment Objective and Policies

The Portfolio seeks a high total return by maximizing current income and, to the extent consistent with that objective, capital appreciation. Under normal circumstances, the Portfolio invests at least 80% of its net assets in high yield debt securities. The Portfolio invests in a diversified mix of high yield,

below-investment grade debt securities, known as “junk bonds.” The Portfolio seeks to maximize current income by taking advantage of market developments, yield disparities and variations in the creditworthiness of issuers. The Portfolio may invest in debt securities with a range of maturities from short- to long-term. The Portfolio may also invest in U.S. Dollar-denominated and non-U.S. Dollar-denominated foreign fixed-income securities, as well as mortgage-related and other asset-backed securities, loan participations, inflation-protected securities, structured securities and preferred stocks. The Portfolio may use leverage for investment purposes by entering into transactions such as repurchase agreements and dollar rolls. The Portfolio may invest in variable, floating, and inverse floating rate investments. The Portfolio may also invest in zero coupon and interest-only or principal-only securities.

Investment Results

The Portfolio outperformed its benchmark, the Barclays U.S. High Yield 2% Issuer Cap Index, for both the six- and 12-month periods ended February 28, 2011. The Portfolio’s overweight in subordinated financial (banks and insurance) holdings within the capital structure contributed positively to relative performance for both periods. Overall security selection and an overweight position in the CCC-rated quality tier were also positive contributors for both periods. The Portfolio’s higher-volatility positioning earlier in 2010 contributed positively for the 12-month period. Within the Portfolio’s derivative positions, credit default swaps for hedging and non-hedging purposes contributed positively for

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 9

both periods, while interest rate swaps and currencies, for hedging purposes, and purchase options for non-hedging purposes, had no meaningful impact on performance for either period.

Fixed Income Market Review and Investment Strategy

The global economic recovery continued to strengthen and broaden during the reporting period, bolstering investors’ demand for risk assets. Global manufacturing, particularly in G7 countries, was especially strong as demand in emerging market economies continued to drive a robust export cycle. Equity markets rebounded, and interest rates rose globally. In the U.S., consumer sentiment improved, while the beleaguered job market began to show gains in private hiring and the unemployment rate receded from record levels. Some concerns emerged late in the reporting period, which investors eventually shrugged off. A spike in commodity prices, as well as unrest in the Middle East and North Africa temporarily unsettled markets. Peripheral European sovereign debt concerns, while remaining, eased somewhat as the European Union worked to stabilize the crisis. Fixed income sectors posted mixed results during the reporting period as higher interest rates began to weigh on fixed income markets. Nongovernment securities, particularly CMBS and corporate securities, significantly outperformed Treasuries. Treasury securities posted the weakest returns, as the safe haven premium government securities enjoyed during the fiscal crisis unwound as investors became less risk averse. U.S. Treasury yields rose

significantly during the period, and the yield curve steepened. The high yield market, as represented by the benchmark, provided strong returns for the reporting period. Rising equity markets, improving corporate fundamentals and strong investor demand for yield in a low rate environment generated a positive environment for high yield. Lower quality bonds outperformed, with defaults continuing to be a non-story. All high yield industries posted positive returns with technology and financial sectors (banks and insurance) providing the strongest returns. Noncyclical sectors, capital goods and transportation underperformed, but still provided strong absolute returns.

Small-Mid Cap Value Portfolio

Investment Objective and Policies

The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization U.S. companies, generally representing 60-125 companies. Under normal circumstances, the Portfolio invests at least 80% of its net assets in small- to mid-cap companies. The Portfolio may invest in securities issued by non-U.S. companies and enter into forward commitments. The Portfolio may enter into derivatives transactions, such as options, futures, forwards, and swap agreements.

Investment Results

The Portfolio outperformed its benchmark, the Russell 2500 Value Index, for the six- and 12-month periods ended February 28, 2011. The

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premium versus the benchmark was larger during the six-month period, chiefly because of strong stock selection; sector selection modestly contributed. In the 12-month period ended February 28, 2011, positive sector selection was nearly offset by negative stock selection. Broadly speaking, the Portfolio’s holdings benefited from company-specific restructuring programs and from a recovery in the broader economy.

In both periods, the Portfolio’s underweight in lagging financial stocks helped. During the six-month period, stock selection was broadly positive, most notably in procyclical sectors, such as industrial resources, capital equipment and consumer staples and cyclicals. It was weakest in energy, as the Portfolio did not hold some of the top performing companies. For the 12-month period, underperformance from consumer-related, financial and housing-related holdings outweighed strength in capital equipment and utilities holdings.

The Portfolio did not utilize derivatives during the six- and 12-month reporting periods.

Market Review and Investment Strategy

During the six- and 12-month periods ended February 28, 2011, smaller-cap stocks outpaced U.S. large-cap and global equities as many smaller-cap companies exhibited stronger earnings leverage to the improvement in economic conditions following extensive cost cuts during the recent recession. The benchmark trailed the Russell

2500 Index in both periods, as it had a larger weight in the lagging financial and utilities sectors, and a smaller weight in outperforming technology stocks. The Portfolio’s Small/Mid Cap Value Senior Investment Management Team (the “Team”) remains focused on identifying company-specific controversies that have been mispriced, in its view. As macroeconomic concerns continued to dominate investor sentiment regarding equities, the Team took the opportunity to add attractively valued high-quality companies with strong free cash flows. The Portfolio’s holdings span diverse sectors and its sector exposures have become more balanced, reflecting the breadth of the value opportunity. The Portfolio maintains a slight bias toward larger companies within the small- and mid-capitalization spectrum.

Small-Mid Cap Growth Portfolio

Investment Objective and Policies

The Portfolio invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall market. Under normal circumstances, the Portfolio invests at least 80% of its net assets in the equity securities of small- and mid-cap U.S. companies.

The Portfolio may invest in any company and industry and any type of equity security with potential for capital appreciation. It invests in well-known and established companies and new and less-seasoned companies. The Portfolio’s investment policies emphasize investments in companies that are demonstrating improving financial

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 11

results and a favorable earnings outlook. The Portfolio may invest in foreign securities.

The Portfolio invests principally in equity securities but may also invest in other types of securities, such as preferred stocks. The Portfolio may also invest in reverse repurchase agreements and up to 20% of its total assets in rights and warrants.

Investment Results

The Portfolio outperformed its benchmark, the Russell 2500 Growth Index, for both the six- and 12-month periods ended February 28, 2011. Against a backdrop of sizeable gains for small- and mid-cap growth stocks, the Portfolio generated strong absolute and relative returns for the semi-annual and annual reporting periods. During both periods—albeit somewhat intermittently—investors rewarded companies that delivered stronger-than-expected fundamental results. As such, relative returns benefited from the Portfolio’s Small/Mid- Cap Group Investment Team’s (the “Team’s”) success in identifying such companies.

For both periods, stock selection was the key driver of outperformance. Over the six-month period, stock selection was broad based, but strongest within the technology sector. Over the 12-month period, the contribution from stock selection was broad based as well, with all sectors contributing positively to relative returns with the exception of financials. Sector allocation very modestly aided relative returns despite the

Fund’s small cash holdings which created a modest drag on relative performance during both the six- and 12-month periods, given the exceptionally strong market backdrop.

The Portfolio did not utilize derivatives during the six- and 12-month reporting periods.

Market Review and Investment Strategy

Bolstered by increased confidence in the sustainability of the economic recovery that began in the middle of 2009, U.S. equities, as represented by the S&P 500 Stock Index, posted their second consecutive year of solid double-digit gains in 2010. Small-cap growth stocks, which tend to be disproportionately sensitive to movements in the economy, as well as the increase in risk appetites that emerged during the second half of 2010, were by far the strongest performers, almost doubling the gains of the broader market, as represented by the S&P 500 Stock Index. Within the smaller-cap growth universe, as measured by the benchmark, more economically-sensitive sectors, such as technology, energy and industrials, posted the biggest gains; less cyclically-sensitive sectors of the market, such as consumer staples and health care, were notable laggards.

Driven by the Team’s bottom-up stock selection process, sector allocations changed modestly over the 12-month reporting period. Increases in the Portfolio’s active exposure to health care, consumer/commercial services and technology, were offset by a reduction in the relative weight of

12 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

industrials and energy. At the end of the reporting period, the Portfolio was overweight in consumer/commercial services, technology and health care while underweight in financials and industrials and equal weight the energy sector. Of note, the technology overweight skews toward companies with significant exposure to enterprise spending, whereas the Portfolio’s health care exposure is dominated by an emphasis in health care services holdings that more than offsets underweights in biotech and medical devices. Consistent with the Team’s discipline, investments throughout the reporting period emphasized companies expected to deliver surprisingly strong earnings growth and favorable earnings estimate revisions.

Multi-Asset Real Return

(formerly Global Real Estate Investment)

Investment Objective and Policies

Effective December 31, 2010, the Portfolio changed its name from Global Real Estate Investment Portfolio to Multi-Asset Real Return Portfolio and eliminated its policy of investing at least 80% of its net assets in equity securities of real estate investment trusts, and other real estate industry companies, such as real estate operating companies. The Portfolio’s new investment objective is to maximize real return over inflation.

The Portfolio pursues an aggressive investment strategy involving a variety of asset classes. The Portfolio invests primarily in instruments that the Adviser expects to outperform broad equity indices during periods of rising inflation. Under normal circumstances,

the Portfolio invests its assets principally in the following instruments that, in the judgment of the Adviser, are affected directly or indirectly by the level and change in rate of inflation: inflation-protected fixed-income securities, such as TIPS, and similar bonds issued by governments outside of the U.S., commodities, equity securities such as commodity-related stocks, real estate securities, utility securities, infrastructure related securities, securities and derivatives linked to the price of other assets (such as commodities, stock indices and real estate) and currencies. The Portfolio seeks inflation protection from global investments, both in developed and emerging market countries. The Portfolio invests in both U.S. and non-U.S. Dollar-denominated equity or fixed-income securities.

The Portfolio may invest in currencies for hedging or investment purposes, both in the spot market and through long- or short-positions in currency-related derivatives. The Portfolio may invest in derivatives such as options, futures, forwards, swap agreements or structured notes. The Portfolio may seek to gain exposure to physical commodities traded in the commodities markets through investments in a variety of derivative instruments including commodity index-linked notes.

The Portfolio’s benchmark was changed from the FTSE EPRA/NAREIT Developed Real Estate Index to the MSCI AC World Commodity Producers Index, because the new index more closely resembles its investments.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 13

Investment Results

The Portfolio underperformed its new benchmark, the MSCI AC World Commodity Producers Index, for the six-month period ended February 28, 2011, and outperformed its old benchmark, the FTSE EPRA/NAREIT Developed Real Estate Index. Based on the Portfolio’s new investment objective, exposure to commodity-related equities was increased during the reporting period. All of the Portfolio’s main underlying components (commodity stocks, commodity futures and real estate stocks) had positive absolute performance; in particular, the commodity futures sector tallied strong performance relative to a passive commodity futures strategy, with value added by curve positioning of the futures contracts held and collateral management. However, relative to the pure commodity stock index, the Portfolio’s exposure to real estate and commodity futures brought down returns.

The Portfolio outperformed both its new and old benchmarks for the 12-month period ended February 28, 2011. Performance was helped by increased exposure to commodity-related equities. Performance due to the old mandate was negatively influenced by investments that carried either some execution risk (such as real estate developers with a regional or global scope), or where ongoing balance sheet improvement was deemed to be at risk due to a more uncertain environment.

For both reporting periods, the Portfolio utilized derivative instruments including total return swaps, futures

and currencies for hedging and non-hedging purposes, which had a positive impact on performance.

Market Review and Investment Strategy

Financial markets, as measured by the S&P 500 Stock Index and the benchmarks, rallied over the 12-month period ended February 28, 2011, despite a sharp downturn during the second quarter of 2010. Heightened investor anxiety about the European sovereign debt crisis, fears of a double-dip recession in the U.S. and the prospect of deflation in key developed economies resulted in a steep decline in global equity markets and other risk assets in the second quarter of 2010. Actions taken by policy makers in the third quarter, notably the European Central Bank’s deal with Greece in July, and U.S. Federal Reserve Chairman Ben Bernanke’s announcement of plans to inject liquidity into the financial markets in August, boosted investors’ risk appetites. This continued through the rest of 2010 and the first two months of 2011, aided by the market response in December to the U.S. tax package and encouraging economic data. These factors, coupled with fact that inflation in emerging economies is indeed evident, led to strong performance of equities and real assets.

Two years after the market collapse, global financial markets have recovered much of their losses, and fears of economic calamity have receded. However, considering that inflationary pressures exist in many regions of the world, opportunities to protect investors and for market participants to profit

14 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

from these conditions still remain. The Portfolio is well-positioned to invest opportunistically across a range of asset classes and market circumstances. The Real Asset Strategy Team (the “Team”) has taken decisive action to position the Portfolio to capture the upside that the Team believes real assets can deliver in the present environment. The Portfolio remains overweight in commodity futures relative to commodity stocks, while maintaining a neutral to slightly overweight stance in real estate equities.

Volatility Management Portfolio

Investment Objective and Policies

The Portfolio’s investment objective is long-term growth of capital and income. The Portfolio is designed to reduce the overall portfolio volatility and the effects of adverse equity market conditions for a blended style investor (the “Investing Fund”). The Portfolio will not pursue its investment objective of long-term growth of capital and income in isolation, but always with the goal of reducing an Investing Fund’s overall equity exposure when appropriate to mitigate equity risk. In other words, in making investment decisions for the Portfolio, the Adviser will consider the blended investing style of the investing fund and not necessarily the goal of achieving the Portfolio’s investment objective. The Portfolio will have the ability to invest in a wide array of asset classes, including U.S., non-U.S. and emerging market equity and fixed-income securities, commodities, Real Estate Investment Trusts (“REITs”) and other real estate-related securities, currencies, and inflation-protected

securities. The Portfolio will invest directly in equity securities, but it will also be able to invest without limit in derivative instruments, including futures, forwards, options, swaps and other financially linked investments.

To effectuate the Portfolio’s dynamic, opportunistic asset allocation approach, the Adviser may invest in derivatives rather than investing directly in equity securities. The Portfolio may use index futures, for example, to gain broad exposure to a particular segment of the market, while buying representative equity securities to achieve exposure to another. The Adviser will choose in each case based on concerns of cost and efficiency of access. The Portfolio’s holdings may be frequently adjusted to reflect the Adviser’s assessment of changing risks. The Adviser believes that these adjustments can also frequently be made efficiently and economically through the use of derivatives strategies. Similarly, when the Adviser decides to reduce (or eliminate) the Portfolio’s exposure to the equity markets, the Adviser may choose to gain this alternative exposure directly through securities purchases or indirectly through derivatives transactions. The asset classes selected may or may not be represented by the holdings of other of the Pooling Portfolios, because investment decisions for the Portfolio will be driven by risk mitigation concerns that may be best facilitated through exposure to asset classes not represented elsewhere in the Investing Fund’s overall exposure.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 15

The Portfolio has the risk that it may not accomplish its purpose if the Adviser does not correctly assess the risk in equity markets and, consequently, its performance could be affected adversely.

Investment Results

The Portfolio underperformed its benchmark, the S&P 500 Stock Index, during the six-month period ended February 28, 2011, and outperformed since its inception, April 16, 2010, through February 28, 2011. The Portfolio delivered solid absolute performance during both time periods.

The Portfolio’s objective is to moderate risk. The reduction in risk was achieved through a decision to decrease exposure to equities below the Portfolio’s neutral target of 100% stocks and increase bonds in early May; the change in exposure was primarily implemented through the use of stock index and bond futures. The decision was taken in response to a sharp rise in market risk related to the European sovereign debt crisis.

Portfolio returns benefited from this decision as equity markets fell in May and June. The Portfolio began to increase its allocation to equities in July, reaching near neutral allocations by mid-October, as market risks began to subside, interest rates fell and equities became more attractive. Again, these changes were largely achieved through trades in stock index and bond futures. Over the course of the third quarter 2010, the Portfolio underperformed its neutral target, given its initial underweight to equi-

ties, but the impact on returns since inception remained positive. At the end of the reporting period, the Portfolio was invested at its neutral target and therefore performance and volatility were in line with that of the long-term strategic allocation.

Market Review and Investment Strategy

Equity market volatility rose sharply in April, 2010, on concerns of a potential debt default by Greece and the possible impact that would have on the world financial system and economic recovery. In reaction to this increase in risk, the Portfolio’s management team, the AllianceBernstein Dynamic Allocation Portfolio Team (“ADAPT”), sought to protect the Portfolio by reducing its exposure to equities and increasing its allocation to bonds. Volatility remained high into the summer, as investors were concerned about the European sovereign debt crisis and a possible double-dip recession. Beginning in July, however, ADAPT began to increase the Portfolio’s allocation to equities, as risks began to subside, interest rates fell, and equity valuations became more attractive.

Improving economic conditions set the stage for a strong equity market rally during the six-month period ending February 28, 2011. Financial conditions remained highly accommodative across the major developed economies, and low short-term interest rates and very steep yield curves encouraged risk-taking. The U.S. Federal Reserve announced additional stimulus through the purchase of bonds, or quantitative easing,

16 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

commonly referred to as “QEII”. In response, ADAPT continued to increase the allocation to equities during the period, reaching a full allocation in October. Economic

indicators exhibited strong momentum in many parts of the world over the remaining period, as capital spending rose, and surveys of manufacturing and services were strong.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 17

HISTORICAL PERFORMANCE

An Important Note About the Value of Historical Performance

The performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting our website at www.alliancebernstein.com. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost.

Investors should consider the investment objectives, risks, charges and expenses of the Fund/Portfolio carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

Please note: Shares of the Portfolios are offered exclusively to mutual funds advised by, and certain institutional clients of, AllianceBernstein that seek a blend of asset classes for investment. These share classes are not currently offered for direct investment from the general public. The AllianceBernstein Pooling Portfolios can be purchased at the relevant net asset value (NAV) without a sales charge or other fee. However, there are sales charges in connection to purchases of other AllianceBernstein share classes invested in these Pooling Portfolios. For additional information regarding other retail share classes and their sales charges and fees, please visit www.alliancebernstein.com. All fees and expenses related to the operation of the Portfolios have been deducted. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosures

None of the indices listed below reflect fees and expenses associated with the active management of a mutual fund portfolio.

The unmanaged Russell 1000^® Value Index represents the performance of 1000 large-cap value companies within the U.S.

The unmanaged Russell 1000^® Growth Index represents the performance of 1000 large-cap growth companies within the U.S.

The unmanaged MSCI EAFE Index (Europe, Australasia, Far East) (free float-adjusted market capitalization weighted) represents the equity market performance of developed markets, excluding the U.S. & Canada.

The unmanaged MSCI EAFE Growth Index (Europe, Australasia, Far East) (free float-adjusted market capitalization weighted) represents the growth equity market performance of developed markets, excluding the U.S. & Canada.

The unmanaged Bank of America Merrill Lynch^® 1-3 Year U.S. Treasury Index represents the performance of U.S. dollar denominated sovereign debt publicly issued by the U.S. government in its domestic market with a remaining term to final maturity of 1-3 years.

The unmanaged Barclays Capital U.S. Aggregate Bond Index represents the performance of securities within the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities.

The unmanaged Barclays Capital 1-10 Year TIPS Index represents the performance of Inflation-Protection securities issued by the U.S. Treasury.

The unmanaged Barclays Capital U.S High Yield 2% Issuer Cap Index is the 2% Issuer Cap component of the U.S. Corporate High Yield Index, which represents the

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18 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

performance of fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million, and at least one year to maturity.

The unmanaged Russell 2500^™ Value Index represents the performance of 2500 small- to mid-cap value companies within the U.S.

The unmanaged Russell 2500^™ Growth Index represents the performance of 2500 small- to mid-cap growth companies within the U.S.

The unmanaged Russell 2500^™ Index represents the performance of 2500 small to mid-cap companies within the U.S.

The MSCI AC World Commodity Producers Index is an equity-based index designed to reflect the performance related to commodity producers stocks. The Index is a free float-adjusted market capitalization-weighted index comprised of commodity producer companies based on the Global Industry Classification Standard.

The unmanaged Financial Times Stock Exchange^® (FTSE) European Public Real Estate Association (EPRA)/National Association of Real Estate Investment Trusts (NAREIT) Developed Real Estate (RE) Index is designed to track the performance of listed real estate companies and REITs worldwide.

The unmanaged Standard & Poor’s (S&P^®) 500 Stock Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market.

An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Portfolios.

MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI.

A Word About Risk

U.S. Value Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio’s value approach, may be underperforming the market generally.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

U.S. Large Cap Growth Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

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ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 19

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

• Focused Portfolio Risk: This is the risk that investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s net asset value.

• Foreign (Non-U.S.) Risk: Investments in securities on non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

International Value Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio’s value approach, may be underperforming the market generally.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

• Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

International Growth Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio’s growth approach, may underperform the market generally.

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HISTORICAL PERFORMANCE

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• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

• Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

Short Duration Bond Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed income securities with longer maturities or durations.

• Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

• Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Portfolio’s assets can decline as can the value of the Portfolio’s distributions.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate

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ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 21

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(continued from previous page)

more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

Intermediate Duration Bond Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed income securities with longer maturities or durations.

• Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

• Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

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• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

Bond Inflation Protection Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the bond market fluctuates. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed income securities with longer maturities or durations.

• Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

• Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities. Although the Portfolio invests principally in inflation-protected investments, the value of its securities may be vulnerable to changes in expectations of inflation or interest rates.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

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ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 23

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• Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Leverage Risk: To the extent the Portfolio uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

• Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous price. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

High-Yield Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed income securities with longer maturities or durations.

• Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

• Below Investment Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative performance of the junk bond market generally and less secondary market liquidity.

• Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of each Portfolio’s assets can decline as

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can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Leverage Risk: When the Portfolio borrows money or otherwise leverages its portfolio, the value of an investment in the Portfolio will be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase agreements, forward contracts or dollar rolls, or by borrowing money.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

Small-Mid Cap Value Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio’s value approach, may underperform the market generally.

• Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-cap companies. Investments in small-cap companies may have additional risks because these companies have limited product lines, markets or financial resources.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 25

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

Small-Mid Cap Growth Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. It includes the risk that a particular style of investing, such as the Portfolio’s growth approach, may underperform the market generally.

• Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-cap companies. Investments in small-cap companies may have additional risks because these companies have limited product lines, markets or financial resources.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Portfolio, but there is no guarantee that its techniques will produce the intended results.

Multi-Asset Real Return Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the equity, commodity and bond markets fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed income securities with longer maturities or durations.

• Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

(Historical Performance continued on next page)

26 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

• Commodity Risk: Investments in commodities and commodity-linked derivative instruments, either directly or through the Subsidiary, may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

• Derivatives Risk: The Portfolio’s investments in derivatives such as options, futures, forwards, and swaps may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Leverage Risk: To the extent the Portfolio uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Portfolio’s investments.

• Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing the Portfolio from selling out of these illiquid securities at an advantageous price. The Portfolio invests in derivatives and securities involving substantial market and credit risk, which tend to involve greater liquidity risk.

• Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Subsidiary Risk: By investing in the Subsidiary, the Portfolio is indirectly exposed to the risks associated with the Subsidiary’s investments, including its investments in commodities. There is no guarantee that the investment objective of the Subsidiary will be achieved.

• Real Estate Risk: The Portfolio’s investments in real estate securities have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in REITs may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in taxes.

• Diversification Risk: The Portfolio may have more risk because it is “non-diversified,” meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio’s NAV.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 27

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

Volatility Management Portfolio

• Market Risk: The value of the Portfolio’s assets will fluctuate as the equity, commodity and bond markets fluctuate. The value of the Portfolio’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed income securities with longer maturities or durations.

• Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

• Foreign (Non-U.S.) Risk: Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

• Currency Risk: Fluctuations in currency exchange risk may negatively affect the value of the Portfolio’s investments or reduce its returns.

• Emerging Market Risk: Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

• Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Portfolio’s assets can decline as can the value of the Portfolio’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

• Commodity Risk: Investments in commodities and commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of these investments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

(Historical Performance continued on next page)

28 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

• Derivatives Risk: Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and may be subject to counterparty risk to a greater degree than more traditional investments.

• Management Risk: The Portfolio is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

All Portfolios

While the equity Portfolios invest principally in common stocks and other equity securities and the fixed-income Portfolios invest principally in bonds and fixed-income securities, in order to achieve their investment objectives, the Portfolios may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Portfolios’ prospectus.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 29

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIOS VS. THEIR BENCHMARKS

PERIODS ENDED FEBRUARY 28, 2011

U.S. VALUE PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein U.S. Value Portfolio		28.17%		19.69%
Russell 1000 Value Index		26.30%		22.16%

U.S. LARGE CAP GROWTH PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein U.S. Large Cap Growth Portfolio*		34.44%		21.61%
Russell 1000 Growth Index		31.04%		24.94%
*    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance by 0.01% for the 12-month period ended February 28, 2011.

INTERNATIONAL VALUE PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein International Value Portfolio		26.51%		18.79%
MSCI EAFE Index		23.77%		20.00%

INTERNATIONAL GROWTH PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein International Growth Portfolio		14.04%		11.48%
MSCI EAFE Index		23.77%		20.00%
MSCI EAFE Growth Index		23.49%		21.33%

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

30 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIOS VS. THEIR BENCHMARKS

PERIODS ENDED FEBRUARY 28, 2011

SHORT DURATION BOND PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein Short Duration Bond Portfolio		1.20%		3.54%
BofAML 1-3 Year Treasury Index		0.09%		1.46%

	Returns
INTERMEDIATE DURATION BOND PORTFOLIO	6 Months		12 Months
AllianceBernstein Intermediate Duration Bond Portfolio		0.36%		7.19%
Barclays Capital U.S. Aggregate Bond Index		-0.83%		4.93%

	Returns
BOND INFLATION PROTECTION PORTFOLIO	6 Months		12 Months
AllianceBernstein Bond Inflation Protection Portfolio		4.12%		8.17%
Barclays Capital 1-10 Year TIPS Index		2.62%		5.91%

	Returns
HIGH-YIELD PORTFOLIO	6 Months		12 Months
AllianceBernstein High-Yield Portfolio		10.35%		18.15%
Barclays Capital U.S. High Yield 2% Issuer Cap Index		10.05%		17.34%

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 31

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE PORTFOLIOS VS. THEIR BENCHMARKS

PERIODS ENDED FEBRUARY 28, 2011

SMALL-MID CAP VALUE PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein Small-Mid Cap Value Portfolio		36.03%		29.68%
Russell 2500 Value Index		32.49%		29.55%

SMALL-MID CAP GROWTH PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein Small-Mid Cap Growth Portfolio*		49.48%		54.04%
Russell 2500 Growth Index		40.13%		36.42%
*    Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance by 0.01% and 0.01% for the six- and 12-month periods ended February 28, 2011.

MULTI-ASSET REAL RETURN PORTFOLIO	Returns
	6 Months		12 Months
AllianceBernstein Multi Asset Real Return Portfolio		22.37%		30.62%
MSCI AC World Commodity Producers Index		36.08%		29.26%
FTSE EPRA/NAREIT Developed Real Estate Index		20.26%		29.26%

	Returns
VOLATILITY MANAGEMENT PORTFOLIO	6 Months		Since Inception
AllianceBernstein Volatility Management Portfolio		24.50%		15.91%
S&P 500 Stock Index		27.73%		11.50%

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

32 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2011
	NAV/SEC Returns†
AllianceBernstein U.S. Value Portfolio
1 Year		19.69	%
5 Year		0.10	%
Since Inception*		1.90	%
AllianceBernstein U.S. Large Cap Growth Portfolio
1 Year		21.61	%
5 Year		1.83	%
Since Inception*		4.88	%
AllianceBernstein International Value Portfolio
1 Year		18.79	%
5 Year		0.00	%
Since Inception*		4.87	%
AllianceBernstein International Growth Portfolio
1 Year		11.48	%
5 Year		-0.85	%
Since Inception*		2.82	%
AllianceBernstein Short Duration Bond Portfolio
1 Year		3.54	%
5 Year		3.42	%
Since Inception*		3.26	%
AllianceBernstein Intermediate Duration Bond Portfolio
1 Year		7.19	%
5 Year		6.51	%
Since Inception*		6.00	%

* Inception date: 5/20/05.

^†  These Portfolios are offered at net asset value (NAV) and their SEC returns are the same as their NAV returns.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 33

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2011
	NAV/SEC Returns†
AllianceBernstein Bond Inflation Protection Portfolio
1 Year		8.17	%
5 Year		6.29	%
Since Inception*		5.54	%
AllianceBernstein High-Yield Portfolio
1 Year		18.15	%
5 Year		9.71	%
Since Inception*		9.47	%
AllianceBernstein Small-Mid Cap Value Portfolio
1 Year		29.68	%
5 Year		7.30	%
Since Inception*		8.54	%
AllianceBernstein Small-Mid Cap Growth Portfolio
1 Year		54.04	%
5 Year		9.53	%
Since Inception*		12.80	%
AllianceBernstein Multi-Asset Return Portfolio
1 Year		30.62	%
5 Year		3.73	%
Since Inception*		6.86	%
AllianceBernstein Volatility Management Portfolio
6 Month		24.50	%
Since Inception**		15.91	%

* Inception date: 5/20/05.

** Inception date: 4/16/10.

^†  These Portfolios are offered at net asset value (NAV) and their SEC returns are the same as their NAV returns.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

34 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2011)
	SEC Returns
AllianceBernstein U.S. Value Portfolio
1 Year		12.12	%
5 Year		-0.09	%
Since Inception*		1.88	%
AllianceBernstein U.S. Large Cap Growth Portfolio
1 Year		14.62	%
5 Year		1.83	%
Since Inception*		4.78	%
AllianceBernstein International Value Portfolio
1 Year		4.94	%
5 Year		-1.79	%
Since Inception*		3.95	%
AllianceBernstein International Growth Portfolio
1 Year		4.77	%
5 Year		-1.57	%
Since Inception*		2.84	%
AllianceBernstein Short Duration Bond Portfolio
1 Year		3.45	%
5 Year		3.40	%
Since Inception*		3.22	%
AllianceBernstein Intermediate Duration Bond Portfolio
1 Year		6.90	%
5 Year		6.72	%
Since Inception*		5.92	%

* Inception date: 5/20/05.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 35

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2011)
	SEC Returns
AllianceBernstein Bond Inflation Protection Portfolio
1 Year		9.17	%
5 Year		6.66	%
Since Inception*		5.60	%
AllianceBernstein High-Yield Portfolio
1 Year		14.04	%
5 Year		9.76	%
Since Inception*		9.38	%
AllianceBernstein Small-Mid Cap Value Portfolio
1 Year		21.00	%
5 Year		7.10	%
Since Inception*		8.71	%
AllianceBernstein Small-Mid Cap Growth Portfolio
1 Year		49.32	%
5 Year		9.54	%
Since Inception*		13.47	%
AllianceBernstein Multi-Asset Return Portfolio
1 Year		23.49	%
5 Year		3.05	%
Since Inception*		6.87	%
AllianceBernstein Volatility Management Portfolio
6 Months		14.96	%
Since Inception**		15.07	%

* Inception date: 5/20/05.

** Inception date: 4/16/10.

See Historical Performance and Benchmark disclosures on pages 18-29.

(Historical Performance continued on next page)

36 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Historical Performance

FUND EXPENSES

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value September 1, 2010		Ending Account Value February 28, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
U.S. Value Portfolio
Actual	$	1,000	$	1,281.67	$	0.06		0.01	%
Hypothetical**	$	1,000	$	1,024.74	$	0.05		0.01	%
U.S. Large Cap Growth Portfolio
Actual	$	1,000	$	1,344.36	$	0.12		0.02	%
Hypothetical**	$	1,000	$	1,024.70	$	0.10		0.02	%
Multi-Asset Real Return
Actual	$	1,000	$	1,223.68	$	0.22		0.04	%
Hypothetical**	$	1,000	$	1,024.60	$	0.20		0.04	%
International Value Portfolio
Actual	$	1,000	$	1,265.13	$	0.17		0.03	%
Hypothetical**	$	1,000	$	1,024.65	$	0.15		0.03	%

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 37

Fund Expenses

FUND EXPENSES

(unaudited)

(continued from previous page)

	Beginning Account Value September 1, 2010		Ending Account Value February 28, 2011		Expenses Paid During Period*		Annualized Expense Ratio*
International Growth Portfolio
Actual	$	1,000	$	1,140.35	$	0.21		0.04	%
Hypothetical**	$	1,000	$	1,024.60	$	0.20		0.04	%
Small-Mid Cap Value Portfolio
Actual	$	1,000	$	1,360.26	$	0.18		0.03	%
Hypothetical**	$	1,000	$	1,024.65	$	0.15		0.03	%
Small-Mid Cap Growth Portfolio
Actual	$	1,000	$	1,494.79	$	0.25		0.04	%
Hypothetical**	$	1,000	$	1,024.60	$	0.20		0.04	%
Short Duration Bond Portfolio
Actual	$	1,000	$	1,012.00	$	0.25		0.05	%
Hypothetical**	$	1,000	$	1,024.55	$	0.25		0.05	%
Intermediate Duration Bond Portfolio
Actual	$	1,000	$	1,003.56	$	0.20		0.04	%
Hypothetical**	$	1,000	$	1,024.60	$	0.20		0.04	%
Bond Inflation Protection Portfolio
Actual	$	1,000	$	1,041.24	$	0.66		0.13	%
Hypothetical**	$	1,000	$	1,024.15	$	0.65		0.13	%
High-Yield Portfolio
Actual	$	1,000	$	1,103.51	$	0.26		0.05	%
Hypothetical**	$	1,000	$	1,024.55	$	0.25		0.05	%
Volatility Management Portfolio
Actual	$	1,000	$	1,245.04	$	0.83		0.15	%
Hypothetical**	$	1,000	$	1,024.05	$	0.75		0.15	%

* Expenses are equal to each Class’ annualized expense ratio, multiplied by the average account value over the period, multiplied by the 181/365 (to reflect the one-half year period).

** Assumes 5% return before expenses.

38 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Fund Expenses

U.S. VALUE PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $2,334.0

* All data are as of February 28, 2011. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 39

Portfolio Summary

U.S. LARGE CAP GROWTH PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $2,324.3

* All data are as of February 28, 2011. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

40 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio Summary

INTERNATIONAL VALUE PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,213.2

* All data are as of February 28, 2011. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.6% or less in the following countries: Austria, China, Denmark, Hong Kong, India, New Zealand, Norway, Portugal, Singapore, South Africa, Taiwan and Turkey.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 41

Portfolio Summary

INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,154.8

* All data are as of February 28, 2011. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 2.0% or less in the following countries: Australia, Canada, China, Denmark, Indonesia, Italy, South Africa and Taiwan.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

42 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio Summary

SHORT DURATION BOND PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,318.4

* All data are as of February 28, 2011. The Portfolio’s security breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 43

Portfolio Summary

INTERMEDIATE DURATION BOND PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,405.1

* All data are as of February 28, 2011. The Portfolio’s security breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

44 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio Summary

BOND INFLATION PROTECTION PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $725.0

* All data are as of February 28, 2011. The Portfolio’s security breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 45

Portfolio Summary

HIGH-YIELD PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $533.6

* All data are as of February 28, 2011. The Portfolio’s security breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

46 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio Summary

SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $617.8

* All data are as of February 28, 2011. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 47

Portfolio Summary

SMALL-MID CAP GROWTH PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $620.2

* All data are as of February 28, 2011. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

48 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio Summary

MULTI-ASSET REAL RETURN PORTFOLIO

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,047.6

* All data are as of February 28, 2011. The Portfolio’s security and country breakdowns are expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 0.4% or less in the following countries: Finland, Germany, India, Israel, Luxembourg, Mongolia, Norway, Poland, South Africa, South Korea and Sweden.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 49

Portfolio Summary

VOLATILITY MANAGEMENT

PORTFOLIO SUMMARY

February 28, 2011 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $346.8

* All data are as of February 28, 2011. The Portfolio’s security breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

50 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio Summary

U.S. VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 97.2%
Consumer Discretionary – 20.2%
Auto Components – 1.6%
Lear Corp.(a)		152,900	$	16,176,820
TRW Automotive Holdings Corp.(a)		382,500		21,726,000
				37,902,820
Automobiles – 0.9%
Ford Motor Co.(a)		1,010,000		15,200,500
General Motors Co.(a)		163,600		5,485,508
				20,686,008
Hotels, Restaurants & Leisure – 0.5%
Royal Caribbean Cruises Ltd.(a)		246,200		10,781,098
Household Durables – 1.9%
Fortune Brands, Inc.		178,400		11,035,824
Garmin Ltd.		525,700		17,847,515
NVR, Inc.(a)		21,100		15,357,846
				44,241,185
Media – 9.2%
Cablevision Systems Corp.		80,400		2,962,740
Comcast Corp. – Class A		1,931,000		49,742,560
DIRECTV(a)		553,000		25,421,410
Gannett Co., Inc.		874,400		14,436,344
Interpublic Group of Cos., Inc. (The)(a)		791,100		10,442,520
News Corp. – Class A		1,800,400		31,272,948
Time Warner Cable, Inc. – Class A		495,800		35,786,844
Time Warner, Inc.		658,900		25,169,980
Viacom, Inc. – Class B		453,700		20,262,242
				215,497,588
Multiline Retail – 1.5%
Kohl’s Corp.(a)		348,700		18,791,443
Macy’s, Inc.		637,600		15,238,640
				34,030,083
Specialty Retail – 4.6%
Foot Locker, Inc.		783,900		15,576,093
Gap, Inc. (The)		857,500		19,319,475
Limited Brands, Inc.		362,300		11,600,846
Lowe’s Cos., Inc.		793,400		20,763,278
Office Depot, Inc.(a)		1,962,100		10,418,751
Ross Stores, Inc.		269,300		19,400,372
TJX Cos., Inc.		223,700		11,155,919
				108,234,734
				471,373,516

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 51

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Financials – 16.5%
Capital Markets – 2.1%
Goldman Sachs Group, Inc. (The)		135,500	$	22,192,190
Morgan Stanley		927,500		27,528,200
				49,720,390
Commercial Banks – 4.8%
BB&T Corp.		631,200		17,421,120
Comerica, Inc.		325,300		12,654,170
Fifth Third Bancorp		753,600		11,002,560
Wells Fargo & Co.		2,203,100		71,072,006
				112,149,856
Consumer Finance – 0.8%
Capital One Financial Corp.		369,300		18,380,061
Diversified Financial Services – 5.5%
Bank of America Corp.		770,900		11,016,161
Citigroup, Inc.(a)		4,849,800		22,697,064
JPMorgan Chase & Co.		2,000,700		93,412,683
				127,125,908
Insurance – 3.3%
ACE Ltd.		284,400		17,988,300
Allstate Corp. (The)		189,300		6,015,954
Berkshire Hathaway, Inc.(a)		184,400		16,094,432
Chubb Corp.		116,800		7,087,424
Travelers Cos., Inc. (The)		499,500		29,935,035
				77,121,145
				384,497,360
Energy – 15.3%
Energy Equipment & Services – 2.2%
Ensco PLC (Sponsored ADR)		426,900		23,949,090
McDermott International, Inc.(a)		532,000		12,209,400
Nabors Industries Ltd.(a)		477,200		13,585,884
				49,744,374
Oil, Gas & Consumable Fuels – 13.1%
Chevron Corp.		514,400		53,369,000
ConocoPhillips		490,900		38,226,383
Devon Energy Corp.		553,400		50,602,896
Forest Oil Corp.(a)		519,300		18,429,957
Hess Corp.		326,400		28,406,592
Marathon Oil Corp.		803,700		39,863,520
Newfield Exploration Co.(a)		341,300		24,843,227
Nexen, Inc. (New York)		1,013,600		27,681,416
Occidental Petroleum Corp.		43,000		4,384,710
Southern Union Co.		478,800		13,655,376

52 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Tesoro Corp.(a)		292,900	$	6,965,162
				306,428,239
				356,172,613
Health Care – 11.1%
Biotechnology – 1.7%
Amgen, Inc.(a)		344,100		17,662,653
Gilead Sciences, Inc.(a)		565,800		22,054,884
				39,717,537
Health Care Providers & Services – 1.1%
Health Net, Inc.(a)		305,800		8,996,636
UnitedHealth Group, Inc.		406,400		17,304,512
				26,301,148
Pharmaceuticals – 8.3%
AstraZeneca PLC (Sponsored ADR)		734,300		36,105,531
Forest Laboratories, Inc.(a)		98,700		3,197,880
Johnson & Johnson		1,175,500		72,222,720
Merck & Co., Inc.		81,900		2,667,483
Pfizer, Inc.		4,153,500		79,913,340
				194,106,954
				260,125,639
Industrials – 8.5%
Aerospace & Defense – 2.4%
Northrop Grumman Corp.		626,000		41,741,680
Raytheon Co.		255,600		13,089,276
				54,830,956
Airlines – 0.9%
Delta Air Lines, Inc.(a)		1,967,800		22,118,072
Industrial Conglomerates – 2.0%
General Electric Co.		2,245,500		46,975,860
Machinery – 3.2%
Eaton Corp.		167,122		18,513,775
Ingersoll-Rand PLC		523,700		23,723,610
Parker Hannifin Corp.		295,600		26,361,608
SPX Corp.		47,400		3,780,624
Terex Corp.(a)		77,550		2,617,313
				74,996,930
				198,921,818
Consumer Staples – 7.7%
Beverages – 0.8%
Constellation Brands, Inc. – Class A(a)		952,000		19,344,640

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 53

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Food & Staples Retailing – 0.7%
Kroger Co. (The)		518,600	$	11,875,940
Safeway, Inc.		250,350		5,462,637
				17,338,577
Food Products – 3.0%
Archer-Daniels-Midland Co.		537,400		19,980,532
Bunge Ltd.		335,600		24,220,252
ConAgra Foods, Inc.		346,500		8,024,940
Sara Lee Corp.		273,525		4,682,748
Smithfield Foods, Inc.(a)		512,500		11,864,375
				68,772,847
Household Products – 2.5%
Kimberly-Clark Corp.		303,400		19,994,060
Procter & Gamble Co. (The)		622,700		39,261,235
				59,255,295
Tobacco – 0.7%
Altria Group, Inc.		607,000		15,399,590
				180,110,949
Telecommunication Services – 4.9%
Diversified Telecommunication Services – 3.9%
AT&T, Inc.		1,672,800		47,474,064
CenturyLink, Inc.		447,200		18,415,696
Verizon Communications, Inc.		676,900		24,991,148
				90,880,908
Wireless Telecommunication Services – 1.0%
Vodafone Group PLC (Sponsored ADR)		818,200		23,416,884
				114,297,792
Utilities – 4.8%
Electric Utilities – 1.2%
Edison International		420,800		15,620,096
NV Energy, Inc.		865,500		12,714,195
				28,334,291
Gas Utilities – 1.1%
Atmos Energy Corp.		396,300		13,402,866
UGI Corp.		378,917		12,083,663
				25,486,529
Independent Power Producers & Energy Traders – 0.7%
Constellation Energy Group, Inc.		540,500		16,793,335

54 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Multi-Utilities – 1.8%
Ameren Corp.		273,500	$	7,647,060
CenterPoint Energy, Inc.		383,800		6,087,068
CMS Energy Corp.		666,800		12,842,568
NiSource, Inc.		731,600		14,017,456
				40,594,152
				111,208,307
Materials – 4.2%
Chemicals – 2.2%
Dow Chemical Co. (The)		888,900		33,031,524
EI du Pont de Nemours & Co.		149,800		8,219,526
LyondellBasell Industries NV(a)		277,700		10,574,816
				51,825,866
Metals & Mining – 2.0%
Alcoa, Inc.		1,517,700		25,573,245
Commercial Metals Co.		423,200		7,054,744
Reliance Steel & Aluminum Co.		133,000		7,358,890
Steel Dynamics, Inc.		396,800		7,324,928
				47,311,807
				99,137,673
Information Technology – 4.0%
Communications Equipment – 0.2%
Motorola Solutions, Inc.(a)		117,228		4,529,690
Computers & Peripherals – 2.8%
Dell, Inc.(a)		2,580,400		40,847,732
Hewlett-Packard Co.		541,200		23,612,556
				64,460,288
Electronic Equipment, Instruments & Components – 0.5%
Tyco Electronics Ltd.		309,400		11,150,776
Semiconductors & Semiconductor Equipment – 0.5%
Advanced Semiconductor Engineering, Inc. (ADR)		38,100		217,932
Intel Corp.		580,600		12,465,482
				12,683,414
				92,824,168
Total Common Stocks (cost $1,863,722,167)				2,268,669,835

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 55

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 1.6%
Investment Companies – 1.6%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $36,476,008)		36,476,008	$	36,476,008
Total Investments – 98.8% (cost $1,900,198,175)				2,305,145,843
Other assets less liabilities – 1.2%				28,806,198
Net Assets – 100.0%			$	2,333,952,041

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

56 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

U.S. Value Portfolio—Portfolio of Investments

U.S. LARGE CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 99.3%
Information Technology – 30.4%
Communications Equipment – 4.0%
Cisco Systems, Inc.(a)		928,200	$	17,227,392
Juniper Networks, Inc.(a)		549,500		24,178,000
QUALCOMM, Inc.		511,300		30,463,254
Riverbed Technology, Inc.(a)		536,500		22,152,085
				94,020,731
Computers & Peripherals – 9.8%
Apple, Inc.(a)		462,000		163,183,020
EMC Corp.(a)		2,351,407		63,981,784
				227,164,804
Internet Software & Services – 4.6%
Google, Inc. – Class A(a)		174,050		106,762,270
IT Services – 1.5%
Accenture PLC		705,581		36,323,310
Semiconductors & Semiconductor Equipment – 3.4%
Broadcom Corp. – Class A		964,857		39,771,406
Intel Corp.		782,696		16,804,483
Marvell Technology Group Ltd.(a)		1,207,400		22,071,272
				78,647,161
Software – 7.1%
Citrix Systems, Inc.(a)		579,300		40,643,688
Intuit, Inc.(a)		572,900		30,123,082
Oracle Corp.		2,082,100		68,501,090
Rovi Corp.(a)		461,500		25,576,330
				164,844,190
				707,762,466
Consumer Discretionary – 15.8%
Auto Components – 3.0%
BorgWarner, Inc.(a)		256,900		19,938,009
Johnson Controls, Inc.		1,193,300		48,686,640
				68,624,649
Automobiles – 0.6%
Ford Motor Co.(a)		992,100		14,931,105
Hotels, Restaurants & Leisure – 2.4%
Carnival Corp.		533,300		22,755,911
Starbucks Corp.		983,500		32,435,830
				55,191,741
Household Durables – 0.7%
Stanley Black & Decker, Inc.		217,800		16,515,774

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 57

U.S. Large Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Internet & Catalog Retail – 1.4%
Amazon.com, Inc.(a)		186,040	$	32,238,872
Media – 4.0%
Comcast Corp. – Class A		566,200		14,585,312
News Corp. – Class A		2,040,600		35,445,222
Walt Disney Co. (The)		997,200		43,617,528
				93,648,062
Multiline Retail – 1.0%
Kohl’s Corp.(a)		423,300		22,811,637
Specialty Retail – 2.7%
Limited Brands, Inc.		1,115,100		35,705,502
Lowe’s Cos., Inc.		1,033,800		27,054,546
				62,760,048
				366,721,888
Financials – 13.7%
Capital Markets – 6.0%
Blackstone Group LP		2,077,300		36,975,940
Goldman Sachs Group, Inc. (The)		625,595		102,459,949
				139,435,889
Commercial Banks – 0.4%
Wells Fargo & Co.		278,800		8,994,088
Diversified Financial Services – 6.2%
CME Group, Inc. – Class A		68,575		21,346,026
JPMorgan Chase & Co.		2,654,300		123,929,267
				145,275,293
Insurance – 1.1%
AON Corp.		491,300		25,862,032
				319,567,302
Industrials – 12.9%
Aerospace & Defense – 2.3%
Goodrich Corp.		346,200		29,852,826
Honeywell International, Inc.		416,100		24,096,351
				53,949,177
Air Freight & Logistics – 2.7%
United Parcel Service, Inc. – Class B		858,370		63,347,706
Electrical Equipment – 4.2%
Cooper Industries PLC		659,300		42,425,955
Emerson Electric Co.		574,411		34,269,360
Rockwell Automation, Inc.		240,700		21,116,611
				97,811,926

58 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

U.S. Large Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Machinery – 3.5%
Danaher Corp.		1,097,300	$	55,523,380
Deere & Co.		37,520		3,382,428
Flowserve Corp.		167,065		20,878,113
				79,783,921
Professional Services – 0.2%
Nielsen Holdings NV(a)		167,347		4,449,757
				299,342,487
Energy – 12.8%
Energy Equipment & Services – 6.1%
Cameron International Corp.(a)		519,100		30,694,383
Schlumberger Ltd.		1,185,095		110,711,575
				141,405,958
Oil, Gas & Consumable Fuels – 6.7%
EOG Resources, Inc.		368,255		41,358,719
Noble Energy, Inc.		626,400		58,042,224
Occidental Petroleum Corp.		254,900		25,992,153
Southwestern Energy Co.(a)		413,800		16,336,824
Suncor Energy, Inc. (New York)		281,600		13,240,832
				154,970,752
				296,376,710
Health Care – 8.1%
Biotechnology – 2.2%
Celgene Corp.(a)		568,458		30,185,120
Gilead Sciences, Inc.(a)		528,620		20,605,608
				50,790,728
Health Care Equipment & Supplies – 0.9%
Alcon, Inc.		123,305		20,398,346
Health Care Providers & Services – 2.1%
Express Scripts, Inc. – Class A(a)		626,815		35,239,539
McKesson Corp.		175,200		13,889,856
				49,129,395
Pharmaceuticals – 2.9%
Allergan, Inc.		509,000		37,752,530
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		583,000		29,208,300
				66,960,830
				187,279,299
Materials – 5.1%
Chemicals – 5.1%
Dow Chemical Co. (The)		1,444,300		53,670,188
Monsanto Co.		601,661		43,253,409

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 59

U.S. Large Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Potash Corp. of Saskatchewan, Inc.		336,600	$	20,734,560
				117,658,157
Consumer Staples – 0.5%
Food & Staples Retailing – 0.5%
Costco Wholesale Corp.		170,400		12,744,216
Total Common Stocks (cost $1,757,909,012)				2,307,452,525
SHORT-TERM INVESTMENTS – 0.9%
Investment Companies – 0.9%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $20,738,048)		20,738,048		20,738,048
Total Investments – 100.2% (cost $1,778,647,060)				2,328,190,573
Other assets less liabilities – (0.2)%				(3,888,994	)
Net Assets – 100.0%			$	2,324,301,579

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

60 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

U.S. Large Cap Growth Portfolio—Portfolio of Investments

INTERNATIONAL VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.0%
Financials – 23.7%
Capital Markets – 0.3%
Macquarie Group Ltd.		77,900	$	3,028,077
Commercial Banks – 15.1%
Australia & New Zealand Banking Group Ltd.		372,300		9,201,518
Banco do Brasil SA		486,200		8,693,623
Bank of China Ltd.		5,987,000		3,159,140
Barclays PLC		3,189,800		16,553,872
BNP Paribas		153,465		11,977,201
Danske Bank A/S(a)		165,247		3,873,596
DnB NOR ASA		457,000		7,073,110
Hana Financial Group, Inc.		217,460		8,711,133
KB Financial Group, Inc.		155,362		7,612,994
KBC Groep NV(a)		275,400		11,517,184
Lloyds Banking Group PLC(a)		5,447,800		5,501,548
National Australia Bank Ltd.		898,400		23,752,681
National Bank of Canada		90,400		6,965,513
Societe Generale		310,470		21,830,911
Sumitomo Mitsui Financial Group, Inc.		382,900		14,489,586
Turkiye Garanti Bankasi AS		490,400		2,173,130
Turkiye Is Bankasi – Class C		1,849,600		5,764,457
UniCredit SpA		5,670,100		14,588,076
				183,439,273
Diversified Financial Services – 2.0%
ING Groep NV(a)		1,130,900		14,186,598
ORIX Corp.		84,240		9,487,250
				23,673,848
Insurance – 5.0%
Aegon NV(a)		1,156,227		8,899,904
Allianz SE		181,600		26,224,870
Aviva PLC		1,824,600		13,849,521
Muenchener Rueckversicherungs AG		73,000		12,205,309
				61,179,604
Real Estate Management & Development – 1.3%
Evergrande Real Estate Group Ltd.		6,165,000		2,921,500
Mitsui Fudosan Co., Ltd.		283,000		6,048,145
New World Development Ltd.		3,805,224		6,914,630
				15,884,275
				287,205,077

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 61

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Consumer Discretionary – 13.7%
Auto Components – 2.6%
Bridgestone Corp.		159,300	$	3,275,607
Faurecia(a)		6,842		266,432
GKN PLC		2,965,900		10,116,882
Magna International, Inc. – Class A		139,200		6,855,766
NGK Spark Plug Co., Ltd.		503,000		7,535,952
Sumitomo Rubber Industries Ltd.		272,400		2,953,595
				31,004,234
Automobiles – 4.3%
Nissan Motor Co., Ltd.		1,702,400		17,492,327
Renault SA(a)		259,400		15,907,064
Toyota Motor Corp.		399,500		18,667,585
				52,066,976
Hotels, Restaurants & Leisure – 0.3%
Thomas Cook Group PLC		974,200		2,995,823
Household Durables – 2.4%
LG Electronics, Inc.		65,790		6,494,648
Sharp Corp.		915,000		9,968,612
Sony Corp.		353,300		13,008,012
				29,471,272
Media – 2.7%
Informa PLC		1,155,300		8,163,083
Lagardere SCA		137,957		6,209,441
Vivendi SA		638,860		18,208,047
				32,580,571
Multiline Retail – 0.4%
Marks & Spencer Group PLC		96,793		544,995
PPR		31,200		4,733,544
				5,278,539
Specialty Retail – 0.7%
Esprit Holdings Ltd.		1,820,500		8,960,195
Textiles, Apparel & Luxury Goods – 0.3%
Yue Yuen Industrial Holdings Ltd.		1,049,000		3,309,568
				165,667,178
Energy – 11.5%
Oil, Gas & Consumable Fuels – 11.5%
BP PLC		3,490,800		28,141,634
China Petroleum & Chemical Corp. – Class H		3,398,000		3,448,706
ENI SpA		493,300		12,027,921
Gazprom OAO (Sponsored ADR)		436,300		12,792,316
JX Holdings, Inc.		928,000		6,537,269

62 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
LUKOIL OAO (London) (Sponsored ADR)		98,750	$	7,030,012
Nexen, Inc. (Toronto)		521,520		14,230,349
OMV AG		201,100		8,545,740
Penn West Petroleum Ltd.		356,314		10,301,951
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		808,086		29,090,813
Suncor Energy, Inc. (Toronto)		152,248		7,155,209
				139,301,920
Materials – 10.3%
Chemicals – 2.7%
Agrium, Inc. (Toronto)		118,800		11,264,326
Air Water, Inc.		165,000		2,189,654
Clariant AG(a)		200,500		3,309,488
DIC Corp.		1,557,000		4,152,483
Incitec Pivot Ltd.		699,700		3,156,984
Koninklijke DSM NV		138,706		8,148,051
				32,220,986
Metals & Mining – 7.6%
Dowa Holdings Co., Ltd.		488,000		3,449,095
Hindalco Industries Ltd.		385,000		1,726,236
JFE Holdings, Inc.		334,200		10,583,892
Rio Tinto PLC		353,000		24,857,056
Tata Steel Ltd.		573,100		7,740,689
ThyssenKrupp AG		276,500		11,539,110
Vale SA (Sponsored ADR) (Local Preference Shares)		747,900		22,414,563
Xstrata PLC		431,480		9,868,416
				92,179,057
				124,400,043
Industrials – 9.7%
Aerospace & Defense – 0.9%
BAE Systems PLC		2,110,300		11,285,228
Building Products – 1.7%
Asahi Glass Co., Ltd.		980,000		13,702,626
Cie de St-Gobain		107,000		6,390,990
				20,093,616
Construction & Engineering – 1.8%
Bouygues SA		479,200		22,135,068
Electrical Equipment – 1.9%
Furukawa Electric Co., Ltd.		1,048,000		4,475,607
Mitsubishi Electric Corp.		553,000		6,571,002
Sumitomo Electric Industries Ltd.		795,800		11,678,123
				22,724,732

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 63

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Industrial Conglomerates – 0.8%
Bidvest Group Ltd.		245,253	$	5,495,857
SembCorp Industries Ltd.		1,130,000		4,249,434
				9,745,291
Road & Rail – 0.7%
East Japan Railway Co.		61,400		4,281,385
Firstgroup PLC		700,200		4,154,992
				8,436,377
Trading Companies & Distributors – 1.9%
Mitsubishi Corp.		548,400		15,257,724
Mitsui & Co., Ltd.		460,800		8,423,402
				23,681,126
				118,101,438
Telecommunication Services – 7.5%
Diversified Telecommunication Services – 5.3%
France Telecom SA		640,800		14,180,137
Nippon Telegraph & Telephone Corp.		351,000		17,170,174
Telecom Corp. of New Zealand Ltd.		2,460,332		3,870,055
Telecom Italia SpA (ordinary shares)		9,707,700		15,155,870
Telecom Italia SpA (savings shares)		4,931,400		6,526,981
Telenor ASA		441,800		7,329,709
				64,232,926
Wireless Telecommunication Services – 2.2%
Vodafone Group PLC		9,552,537		27,120,543
				91,353,469
Health Care – 6.5%
Pharmaceuticals – 6.5%
AstraZeneca PLC		654,700		32,035,962
Novartis AG		375,110		21,079,912
Roche Holding AG		103,700		15,642,352
Sanofi-Aventis SA		154,919		10,712,325
				79,470,551
Information Technology – 6.0%
Computers & Peripherals – 1.6%
Fujitsu Ltd.		1,372,000		9,303,828
Lite-On Technology Corp.		1,232,000		1,545,387
Pegatron Corp.(a)		2,027,000		2,413,747
Toshiba Corp.		993,000		6,525,056
				19,788,018

64 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Electronic Equipment, Instruments & Components – 1.0%
AU Optronics Corp.(a)		13,470,790	$	12,178,250
IT Services – 1.3%
Cap Gemini SA		265,900		15,545,998
Office Electronics – 0.4%
Konica Minolta Holdings, Inc.		527,500		4,887,160
Semiconductors & Semiconductor Equipment – 1.7%
Powertech Technology, Inc.		708,000		2,483,900
Samsung Electronics Co., Ltd.		22,330		18,313,942
				20,797,842
				73,197,268
Consumer Staples – 5.2%
Beverages – 0.4%
Asahi Breweries Ltd.		261,300		5,051,171
Food & Staples Retailing – 1.7%
Delhaize Group SA		156,300		12,073,276
Koninklijke Ahold NV		640,300		8,600,332
				20,673,608
Tobacco – 3.1%
Imperial Tobacco Group PLC		492,200		15,794,833
Japan Tobacco, Inc.		5,361		22,176,309
				37,971,142
				63,695,921
Utilities – 3.9%
Electric Utilities – 3.9%
E.ON AG		730,600		23,996,404
EDP – Energias de Portugal SA		2,210,300		8,385,194
Tokyo Electric Power Co., Inc. (The)		566,000		14,650,834
				47,032,432
Total Common Stocks (cost $1,046,995,767)				1,189,425,297

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 65

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $8,099,845)		8,099,845	$	8,099,845
Total Investments – 98.7% (cost $1,055,095,612)				1,197,525,142
Other assets less liabilities – 1.3%				15,718,082
Net Assets – 100.0%			$	1,213,243,224

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Futures		51		March 2011	$	2,004,970	$	2,120,473	$	115,503
Topix Index Futures		50		March 2011		5,369,916		5,812,603		442,687
									$	558,190

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Bank of America NA:
Swedish Krona settling 5/16/11		234,489	$	36,402,856	$	36,883,341	$	480,485
Credit Suisse London Branch (GFX):
Great British Pound settling 5/16/11		3,801		6,101,555		6,174,424		72,869
Norwegian Krone settling 5/16/11		32,371		5,610,517		5,757,141		146,624
Deutsche Bank AG London:
Norwegian Krone settling 5/16/11		298,812		50,661,901		53,143,331		2,481,430
Swedish Krona settling 5/16/11		155,331		23,092,396		24,432,388		1,339,992
Swiss Franc settling 5/16/11		46,191		47,958,760		49,749,186		1,790,426
Swiss Franc settling 5/16/11		45,578		47,625,915		49,088,966		1,463,051
HSBC BankUSA:
Great British Pound settling 5/16/11		29,001		45,979,055		47,109,836		1,130,781
UBS AG:
Euro settling 5/16/11		77,512		105,290,750		106,860,503		1,569,753
Westpac Banking Corp.:
Australian Dollar settling 5/16/11		27,136		27,183,488		27,371,862		188,374

66 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

International Value Portfolio—Portfolio of Investments

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts:
Barclays Bank PLC Wholesale:
Japanese Yen settling 5/16/11		4,235,551	$	51,662,512	$	51,803,995	$	(141,483	)
BNP Paribas SA:
Australian Dollar settling 5/16/11		27,136		27,001,107		27,371,861		(370,754	)
Canadian Dollar settling 5/16/11		41,436		41,796,706		42,577,241		(780,535	)
Citibank NA:
Canadian Dollar settling 5/16/11		8,806		8,843,647		9,048,537		(204,890	)
Great British Pound settling 5/16/11		3,016		4,891,430		4,899,254		(7,824	)
Deutsche Bank AG London:
Euro settling 5/16/11		118,588		158,222,481		163,489,180		(5,266,699	)
Euro settling 5/16/11		22,163		30,272,552		30,554,615		(282,063	)
State Street Bank and Trust Co.:
Great British Pound settling 5/16/11		8,753		14,121,653		14,218,558		(96,905	)
UBS AG:
Swiss Franc settling 5/16/11		46,493		48,925,580		50,074,450		(1,148,870	)

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 67

International Value Portfolio—Portfolio of Investments

INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.3%
Financials – 19.6%
Capital Markets – 2.7%
GP Investments Ltd. (BDR)(a)		1,442,500	$	5,722,142
Man Group PLC		2,882,052		13,466,524
UBS AG(a)		593,662		11,779,901
				30,968,567
Commercial Banks – 6.6%
Banco Santander Brasil SA (ADR)		370,500		4,512,690
Bank Rakyat Indonesia Persero TBK PT		5,269,000		2,823,961
BNP Paribas		146,900		11,464,834
HDFC Bank Ltd.		144,800		6,567,083
HSBC Holdings PLC		1,473,200		16,224,568
Itau Unibanco Holding SA (ADR)		517,780		11,505,072
Standard Chartered PLC		860,742		22,765,595
				75,863,803
Consumer Finance – 0.2%
Shriram Transport Finance Co., Ltd.		176,300		2,891,189
Diversified Financial Services – 0.9%
BM&F Bovespa SA		239,100		1,625,328
IG Group Holdings PLC		1,280,052		9,324,535
				10,949,863
Insurance – 3.0%
Admiral Group PLC		632,053		17,351,513
AIA Group Ltd.(a)		3,111,000		9,087,731
Prudential PLC		732,900		8,477,954
				34,917,198
Real Estate Management & Development – 5.8%
CapitaLand Ltd.		6,066,000		15,612,328
CapitaMalls Asia Ltd.		3,345,000		4,543,004
China Overseas Land & Investment Ltd.		2,994,000		5,004,420
Hang Lung Group Ltd.		787,800		4,836,271
Hang Lung Properties Ltd.		7,209,000		30,883,924
Mitsubishi Estate Co., Ltd.		291,000		5,966,377
				66,846,324
Thrifts & Mortgage Finance – 0.4%
Housing Development Finance Corp.		316,000		4,420,135
				226,857,079
Consumer Staples – 15.7%
Beverages – 2.7%
Anheuser-Busch InBev NV		565,437		31,578,384

68 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Food & Staples Retailing – 4.2%
Olam International Ltd.		9,956,000	$	21,840,010
Sugi Holdings Co., Ltd.		20,500		492,550
Tesco PLC		4,017,680		26,389,128
				48,721,688
Food Products – 0.4%
China Green Holdings Ltd.		5,622,000		4,419,931
Household Products – 1.4%
Reckitt Benckiser Group PLC		311,517		16,060,506
Personal Products – 0.5%
Hypermarcas SA(a)		507,300		5,793,184
Tobacco – 6.5%
British American Tobacco PLC		649,104		26,005,688
Imperial Tobacco Group PLC		734,700		23,576,725
Japan Tobacco, Inc.		6,075		25,129,841
				74,712,254
				181,285,947
Materials – 15.5%
Chemicals – 8.3%
Huabao International Holdings Ltd.		3,312,000		4,180,400
Israel Chemicals Ltd.		2,353,700		39,194,849
K&S AG		528,500		40,854,721
Potash Corp. of Saskatchewan, Inc.		186,900		11,513,040
				95,743,010
Metals & Mining – 7.2%
Agnico-Eagle Mines Ltd.		81,600		5,740,560
Centamin Egypt Ltd.(a)		1,091,700		2,105,092
Newcrest Mining Ltd.		150,900		5,832,320
Rio Tinto PLC		457,200		32,194,465
Vale SA (Sponsored ADR) – Class B		669,200		22,906,716
Xstrata PLC		620,720		14,196,541
				82,975,694
				178,718,704
Industrials – 14.2%
Air Freight & Logistics – 0.7%
Kuehne & Nagel International AG		55,707		7,492,779
Commercial Services & Supplies – 3.5%
Aggreko PLC		410,600		9,661,903
G4S PLC		796,014		3,416,264
Serco Group PLC		3,119,730		27,622,953
				40,701,120

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 69

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Construction & Engineering – 0.4%
Larsen & Toubro Ltd.		95,700	$	3,233,556
Larsen & Toubro Ltd. (GDR)		33,600		1,139,712
				4,373,268
Electrical Equipment – 1.1%
Bharat Heavy Electricals Ltd.		116,700		5,196,304
Vestas Wind Systems A/S(a)		209,917		7,209,702
				12,406,006
Machinery – 2.9%
Fanuc Corp.		143,100		22,353,527
Jain Irrigation Systems Ltd.		2,105,612		8,530,768
Komatsu Ltd.		95,300		2,923,677
				33,807,972
Professional Services – 4.2%
Capita Group PLC (The)		3,006,400		35,456,981
Experian PLC		680,200		8,626,055
Intertek Group PLC		160,550		4,707,089
				48,790,125
Road & Rail – 0.4%
DSV A/S		210,847		4,870,318
Transportation Infrastructure – 1.0%
China Merchants Holdings International Co., Ltd.		2,600,000		11,033,676
				163,475,264
Consumer Discretionary – 12.8%
Distributors – 3.6%
Li & Fung Ltd.		6,916,000		42,078,243
Diversified Consumer Services – 0.5%
Anhanguera Educacional Participacoes SA		239,400		5,352,615
Hotels, Restaurants & Leisure – 0.4%
Ajisen China Holdings Ltd.		1,226,800		1,880,118
Shangri-La Asia Ltd.		1,174,333		2,768,288
				4,648,406
Household Durables – 0.4%
MRV Engenharia e Participacoes SA		564,800		4,484,318
Multiline Retail – 0.3%
Don Quijote Co., Ltd.		98,400		3,440,476
Specialty Retail – 7.1%
Fast Retailing Co., Ltd.		66,500		10,440,813
Hennes & Mauritz AB – Class B		1,015,950		33,195,459
Inditex SA		372,230		26,975,235

70 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Yamada Denki Co., Ltd.		154,340	$	11,789,818
				82,401,325
Textiles, Apparel & Luxury Goods – 0.5%
Cie Financiere Richemont SA		98,200		5,619,394
				148,024,777
Energy – 11.4%
Energy Equipment & Services – 8.0%
AMEC PLC		1,532,021		28,992,906
Petrofac Ltd.		1,288,000		29,163,076
Saipem SpA		337,000		17,024,679
Technip SA		177,100		17,502,672
				92,683,333
Oil, Gas & Consumable Fuels – 3.4%
Afren PLC(a)		4,514,400		11,753,715
Petroleo Brasileiro SA (ADR)		676,900		26,960,927
				38,714,642
				131,397,975
Information Technology – 7.9%
Communications Equipment – 0.5%
HTC Corp.		171,000		6,176,617
Computers & Peripherals – 2.3%
Logitech International SA(a)		1,422,061		27,028,806
Internet Software & Services – 1.0%
Yahoo! Japan Corp.		30,919		11,656,654
Semiconductors & Semiconductor Equipment – 0.5%
Trina Solar Ltd. (Sponsored ADR)(a)		195,200		5,387,520
Software – 3.6%
Aveva Group PLC		256,960		6,662,279
SAP AG		388,500		23,476,535
Temenos Group AG(a)		297,370		11,277,485
				41,416,299
				91,665,896
Health Care – 1.2%
Pharmaceuticals – 1.2%
Aspen Pharmacare Holdings Ltd.(a)		1,193,544		13,972,575
Total Common Stocks (cost $1,009,539,757)				1,135,398,217

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 71

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $8,460,708)		8,460,708	$	8,460,708
Total Investments – 99.0% (cost $1,018,000,465)				1,143,858,925
Other assets less liabilities – 1.0%				10,980,076
Net Assets – 100.0%			$	1,154,839,001

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Bank of America NA:
Japanese Yen settling 3/15/11		1,573,425	$	18,864,424	$	19,235,354	$	370,930
Barclays Bank PLC:
Japanese Yen settling 3/15/11		6,628,198		78,854,550		81,030,704		2,176,154
Japanese Yen settling 3/15/11		2,704,239		32,486,864		33,059,723		572,859
Citibank NA:
Canadian Dollar settling 3/15/11		2,285		2,251,963		2,351,245		99,282
Deutsche Bank AG London:
Canadian Dollar settling 3/15/11		2,160		2,181,598		2,222,621		41,023
Euro settling 3/15/11		117,419		155,427,530		162,005,962		6,578,432
Swedish Krona settling 3/15/11		84,503		12,594,530		13,333,682		739,152
Swedish Krona settling 3/15/11		80,310		11,969,595		12,672,071		702,476
Swiss Franc settling 3/15/11		9,046		9,386,252		9,737,378		351,126
HSBC BankUSA:
Great British Pound settling 3/15/11		14,910		23,654,864		24,235,898		581,034
Hong Kong Dollar settling 3/15/11		29,074		3,740,359		3,733,632		(6,727	)
JP Morgan Chase Bank NA:
Canadian Dollar settling 3/15/11		3,834		3,844,110		3,945,153		101,043
Morgan Stanley and Co.:
Australian Dollar settling 3/15/11		76,620		74,317,569		77,885,955		3,568,386
Royal Bank of Canada:
Swedish Krona settling 6/15/11		222,244		34,174,035		34,896,387		722,352
UBS AG:
Hong Kong Dollar settling 3/15/11		761,885		98,040,250		97,839,947		(200,303	)
Swedish Krona settling 3/15/11		48,910		7,558,816		7,717,482		158,666
Westpac Banking Corp.:
Canadian Dollar settling 3/15/11		2,721		2,728,840		2,799,886		71,046

72 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

International Growth Portfolio—Portfolio of Investments

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts:
Bank of America NA:
Australian Dollar settling 3/15/11		76,620	$	75,309,032	$	77,885,955	$	(2,576,923	)
BNP Paribas SA:
Japanese Yen settling 3/15/11		1,403,887		17,048,636		17,162,727		(114,091	)
Calyon:
Canadian Dollar settling 3/15/11		12,221		12,091,620		12,575,303		(483,683	)
Citibank NA:
Canadian Dollar settling 3/15/11		2,647		2,616,603		2,723,740		(107,137	)
Credit Suisse London Branch (GFX):
Great British Pound settling 3/15/11		7,295		11,499,838		11,857,872		(358,034	)
Japanese Yen settling 3/15/11		3,364,589		40,676,891		41,132,600		(455,709	)
Swedish Krona settling 3/15/11		44,678		6,478,171		7,049,718		(571,547	)
Deutsche Bank AG London:
Euro settling 3/15/11		36,320		48,487,200		50,111,622		(1,624,422	)
Hong Kong Dollar settling 3/15/11		56,040		7,218,998		7,196,559		22,439
Hong Kong Dollar settling 3/15/11		44,370		5,718,917		5,697,918		20,999
Swedish Krona settling 3/15/11		39,825		5,764,220		6,283,965		(519,745	)
HSBC BankUSA:
Canadian Dollar settling 6/15/11		10,965		11,076,541		11,257,964		(181,423	)
Great British Pound settling 6/15/11		4,744		7,585,229		7,702,533		(117,304	)
Hong Kong Dollar settling 3/15/11		33,752		4,350,163		4,334,373		15,790
Hong Kong Dollar settling 3/15/11		635,662		81,853,500		81,630,609		222,891
Morgan Stanley and Co.:
Great British Pound settling 3/15/11		132,124		208,523,382		214,764,843		(6,241,461	)
Swiss Franc settling 3/15/11		9,046		9,157,029		9,737,377		(580,348	)
Royal Bank of Canada:
Euro settling 3/15/11		10,588		14,266,377		14,608,531		(342,154	)
Societe Generale:
Great British Pound settling 3/15/11		1,795		2,833,767		2,917,736		(83,969	)
Standard Chartered Bank:
Hong Kong Dollar settling 3/15/11		21,135		2,727,765		2,714,120		13,645

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

BDR – Brazilian Depositary Receipt

GDR – Global Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 73

International Growth Portfolio—Portfolio of Investments

SHORT DURATION BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

	Principal Amount (000)		U.S. $ Value
GOVERNMENTS - TREASURIES – 44.2%
United States – 44.2%
U.S. Treasury Notes 0.375%, 10/31/12	$	31,285	$	31,199,467
0.625%, 2/28/13		73,405		73,313,243
0.75%, 11/30/11-5/31/12		141,000		141,693,720
1.375%, 11/15/12-1/15/13		240,773		244,069,833
1.75%, 8/15/12		91,037		92,775,989
Total Governments - Treasuries (cost $580,149,509)				583,052,252
ASSET-BACKED SECURITIES – 15.1%
Autos - Fixed Rate – 6.1%
Ally Auto Receivables Trust Series 2011-1, Class A2 0.81%, 10/15/13		4,618		4,604,312
Bank of America Auto Trust Series 2009-2A, Class A4 3.03%, 10/15/16(a)		8,610		8,913,897
Series 2009-3A, Class A4 2.67%, 12/15/16(a)		12,380		12,759,260
Chrysler Financial Auto Securitization Trust Series 2009-A, Class A3 2.82%, 1/15/16		5,013		5,082,918
Ford Credit Auto Owner Trust Series 2011-A, Class A3 0.97%, 1/15/15		6,545		6,452,783
Harley-Davidson Motorcycle Trust Series 2010-1, Class A2 0.83%, 11/15/13		2,905		2,905,640
Mercedes-Benz Auto Lease Trust Series 2011-1A, Class A2 0.79%, 4/15/13(a)		6,540		6,523,042
Mercedes-Benz Auto Receivables Trust Series 2009-1, Class A4 2.43%, 3/15/16		7,560		7,750,430
Nissan Auto Lease Trust Series 2009-B, Class A4 2.65%, 1/15/15		10,555		10,696,536
Series 2010-B, Class A2 0.90%, 5/15/13		4,475		4,477,562
Nissan Auto Receivables Owner Trust Series 2010-A, Class A3 0.87%, 7/15/14		3,628		3,614,251
Volkswagen Auto Lease Trust Series 2010-A, Class A2 0.77%, 1/22/13		6,225		6,234,582
				80,015,213

74 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Autos - Floating Rate – 3.8%
BMW Floorplan Master Owner Trust Series 2009-1A, Class A 1.416%, 9/15/14(a)(b)	$	4,360	$	4,404,121
CNH Wholesale Master Note Trust Series 2009-1A, Class A 1.966%, 7/15/15(a)(b)+		14,000		14,135,117
Ford Credit Floorplan Master Owner Trust Series 2010-1, Class A 1.916%, 12/15/14(a)(b)		6,070		6,174,244
GE Dealer Floorplan Master Note Trust Series 2006-2, Class A 0.332%, 4/20/13(b)		4,360		4,355,761
1.812%, 10/20/14(a)(b)		5,438		5,515,582
Nissan Master Owner Trust Receivables Series 2010-AA, Class A 1.416%, 1/15/15(a)(b)		8,345		8,447,285
Wheels SPV LLC Series 2009-1, Class A 1.816%, 3/15/18(a)(b)+		6,541		6,577,548
				49,609,658
Credit Cards - Floating Rate – 3.0%
Chase Issuance Trust Series 2009-A2, Class A2 1.816%, 4/15/14(b)		13,000		13,198,567
Discover Card Master Trust Series 2009-A1, Class A1 1.566%, 12/15/14(b)+		14,835		15,025,011
Series 2009-A2, Class A 1.566%, 2/17/15(b)		1,320		1,337,433
Series 2010-A1, Class A1 0.916%, 9/15/15(b)		7,206		7,249,584
MBNA Credit Card Master Note Trust Series 2006-A2, Class A2 0.326%, 6/15/15(b)		3,130		3,116,101
				39,926,696
Home Equity Loans - Floating Rate – 1.0%
BNC Mortgage Loan Trust Series 2007-2, Class M5 1.162%, 5/25/37(b)(c)		1,200		16,671
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB3, Class AF 1 2.89%, 12/25/32(b)		2,180		1,797,115

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 75

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
HSBC Home Equity Loan Trust Series 2006-1, Class M1 0.542%, 1/20/36(b)	$	1,121	$	895,304
Lehman ABS Mortgage Loan Trust Series 2007-1, Class 2A2 0.462%, 6/25/37(a)(b)		3,370		1,503,211
Lehman XS Trust Series 2005-2, Class 1M1 0.762%, 8/25/35(b)(c)		5,000		177,362
Series 2006-1, Class 1M1 0.712%, 2/25/36(b)(c)		4,000		203,088
Newcastle Mortgage Securities Trust Series 2007-1, Class 2A1 0.392%, 4/25/37(b)		1,901		1,656,941
Novastar Home Equity Loan Series 2007-2, Class M1 0.562%, 9/25/37(b)(c)		4,935		694,190
Option One Mortgage Loan Trust Series 2006-2, Class 2A2 0.362%, 7/25/36(b)		2,009		1,631,647
Security National Mortgage Loan Trust Series 2007-1A, Class 1A1 5.91%, 4/25/37(a)(d)		258		255,542
Soundview Home Equity Loan Trust Series 2007-OPT2, Class 2A2 0.392%, 7/25/37(b)		4,185		2,929,367
Specialty Underwriting & Residential Finance Series 2005-AB2, Class M1 0.712%, 6/25/36(b)		2,000		1,095,226
				12,855,664
Other ABS - Fixed Rate – 0.8%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15		5,261		5,245,221
GE Equipment Small Ticket LLC Series 2011-1A, Class A2 0.88%, 8/21/13(a)		3,910		3,896,583
John Deere Owner Trust Series 2009-A, Class A3 2.59%, 10/15/13		1,891		1,906,413
				11,048,217
Home Equity Loans - Fixed Rate – 0.4%
American General Mortgage Loan Trust Series 2003-1, Class A3 4.03%, 4/25/33		2,308		2,187,961

76 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33	$	1,188	$	1,046,083
Series 2005-CB4, Class AF2 4.751%, 8/25/35		160		159,976
Home Equity Mortgage Trust Series 2006-5, Class A1 5.50%, 1/25/37		2,295		353,373
Nationstar NIM Trust Series 2007-A, Class A 9.79%, 3/25/37(e)(f)		35		0
Structured Asset Securities Corp. Series 2007-RM1, Class AIO 5.00%, 5/25/47(a)(c)(g)		8,495		1,327,815
				5,075,208
Total Asset-Backed Securities (cost $219,457,468)				198,530,656
MORTGAGE PASS-THRU’S – 14.9%
Agency Fixed Rate 30-Year – 10.2%
Federal Home Loan Mortgage Corp. Gold Series 2007 6.00%, 7/01/37-9/01/37		1,871		2,033,791
Federal National Mortgage Association Series 2007 6.50%, 10/01/37		28,444		31,708,683
Series 2008 6.00%, 5/01/38-8/01/38		36,039		39,183,065
6.50%, 12/01/28-7/01/35		18,448		20,631,105
Series 2010 6.00%, 4/01/40		28,881		31,395,760
Government National Mortgage Association Series 2008 6.50%, 9/15/38		9,064		10,226,062
				135,178,466
Agency ARMs – 4.3%
Federal Home Loan Mortgage Corp. Series 2005 2.699%, 5/01/35(d)		3,887		4,086,810
Series 2007 5.861%, 11/01/36(b)		3,221		3,405,435
6.089%, 1/01/37(b)		2,719		2,880,825
Federal National Mortgage Association 2.522%, 1/01/36(d)		1,844		1,947,535
Series 2003 2.685%, 12/01/33(d)		982		1,032,504

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 77

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Series 2005 2.527%, 2/01/35(b)	$	5,337	$	5,596,127
3.097%, 10/01/35(d)		3,125		3,286,218
Series 2006 2.704%, 1/01/36(d)		9,276		9,793,550
5.507%, 5/01/36(b)		3,713		3,898,921
5.661%, 7/01/36(d)		3,077		3,234,673
5.716%, 11/01/36(b)		3,890		4,111,578
Series 2007 2.883%, 11/01/35(b)		5,226		5,501,243
5.444%, 2/01/37(b)		3,552		3,763,254
6.25%, 1/01/37(b)		1,569		1,649,083
Series 2009 3.304%, 7/01/38(d)		2,488		2,626,544
				56,814,300
Agency Fixed Rate 15-Year – 0.4%
Federal National Mortgage Association Series 1998 6.00%, 10/01/13-12/01/13		14		14,984
Series 2001 6.00%, 11/01/16		92		99,870
Series 2002 6.00%, 12/01/17		62		67,367
Series 2005 6.00%, 6/01/17-6/01/20		167		181,676
Series 2006 6.00%, 5/01/21-1/01/22		3,070		3,352,997
Series 2007 6.00%, 2/01/22		933		1,017,882
				4,734,776
Total Mortgage Pass-Thru’s (cost $188,843,202)				196,727,542
CORPORATES - INVESTMENT GRADES – 12.7%
Industrial – 9.1%
Capital Goods – 1.1%
Caterpillar, Inc. 7.00%, 12/15/13		2,067		2,376,242
General Dynamics Corp. 5.25%, 2/01/14		4,560		5,015,416
John Deere Capital Corp. 1.60%, 3/03/14		3,605		3,601,431
5.25%, 10/01/12		2,735		2,923,072
				13,916,161

78 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Communications - Telecommunications – 1.3%
AT&T, Inc. 4.95%, 1/15/13	$	2,875	$	3,076,813
Cellco Partnership / Verizon Wireless Capital LLC 5.55%, 2/01/14		5,900		6,522,179
New Cingular Wireless Services, Inc. 8.125%, 5/01/12		5,160		5,593,471
Verizon Global Funding Corp. 7.375%, 9/01/12		2,142		2,342,770
				17,535,233
Consumer Cyclical - Automotive – 0.7%
American Honda Finance Corp. 2.375%, 3/18/13(a)		6,114		6,198,159
Toyota Motor Credit Corp. 1.375%, 8/12/13		3,065		3,075,075
				9,273,234
Consumer Cyclical - Entertainment – 0.3%
Walt Disney Co. (The) 4.50%, 12/15/13		3,624		3,951,490
Consumer Cyclical - Restaurants – 0.3%
McDonald’s Corp. 4.30%, 3/01/13		3,595		3,811,660
Consumer Cyclical - Retailers – 0.5%
Costco Wholesale Corp. 5.30%, 3/15/12		2,740		2,872,830
Wal-Mart Stores, Inc. 4.55%, 5/01/13		3,500		3,760,928
				6,633,758
Consumer Non-Cyclical – 2.3%
Abbott Laboratories 5.15%, 11/30/12		2,717		2,917,401
Avon Products, Inc. 5.625%, 3/01/14		2,450		2,695,492
Baxter International, Inc. 1.80%, 3/15/13		2,021		2,049,324
Bottling Group LLC 5.00%, 11/15/13		3,599		3,941,682
GlaxoSmithKline Capital, Inc. 4.85%, 5/15/13		2,844		3,076,796
Merck & Co., Inc. 5.30%, 12/01/13		2,810		3,104,949

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 79

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
PepsiCo, Inc. 4.65%, 2/15/13	$	2,802	$	2,997,823
Pfizer, Inc. 4.45%, 3/15/12		6,003		6,235,172
Procter & Gamble Co. (The) 1.375%, 8/01/12		3,132		3,163,308
				30,181,947
Energy – 1.1%
Apache Corp. 5.25%, 4/15/13		2,890		3,127,333
BP Capital Markets PLC 5.25%, 11/07/13		2,975		3,229,913
Chevron Corp. 3.95%, 3/03/14		3,665		3,921,451
ConocoPhillips 4.75%, 2/01/14		3,650		3,981,427
				14,260,124
Technology – 1.3%
Hewlett-Packard Co. 2.95%, 8/15/12		1,408		1,449,508
International Business Machines Corp. 2.10%, 5/06/13		6,055		6,192,897
Microsoft Corp. 0.875%, 9/27/13		3,060		3,043,868
2.95%, 6/01/14		3,045		3,181,583
Oracle Corp. 4.95%, 4/15/13		2,885		3,120,958
				16,988,814
Transportation - Services – 0.2%
United Parcel Service, Inc. 3.875%, 4/01/14		3,095		3,317,475
				119,869,896
Financial Institutions – 3.4%
Banking – 1.7%
Bank of New York Mellon Corp. (The) 4.30%, 5/15/14		1,785		1,924,653
JPMorgan Chase & Co. 3.45%, 3/01/16		3,280		3,294,704
National Australia Bank Ltd. 1.70%, 12/10/13(a)		3,130		3,117,511
Royal Bank of Canada 5.65%, 7/20/11		4,960		5,059,651
State Street Corp. 4.30%, 5/30/14		3,015		3,252,736

80 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
UnionBanCal Corp. 5.25%, 12/16/13	$	5,212	$	5,622,086
				22,271,341
Finance – 0.5%
General Electric Capital Corp. 1.875%, 9/16/13		6,461		6,483,484
Insurance – 1.0%
Berkshire Hathaway Finance Corp 1.50%, 1/10/14		5,705		5,704,669
Metropolitan Life Global Funding I 2.875%, 9/17/12(a)		7,700		7,873,982
				13,578,651
Other Finance – 0.2%
ORIX Corp. 5.48%, 11/22/11		3,130		3,221,071
				45,554,547
Utility – 0.2%
Electric – 0.2%
Southern Co. 4.15%, 5/15/14		2,001		2,119,987
Total Corporates - Investment Grades (cost $163,613,253)				167,544,430
AGENCIES – 5.1%
Agency Debentures – 5.1%
Bank of America Corp. – FDIC Insured 2.10%, 4/30/12		8,760		8,938,941
Citibank NA – FDIC Insured 1.875%, 5/07/12		18,659		18,971,613
Goldman Sachs Group, Inc. (The) – FDIC Insured 3.25%, 6/15/12		13,670		14,149,188
JPMorgan Chase & Co. – FDIC Insured 3.125%, 12/01/11		10,565		10,787,266
Morgan Stanley – FDIC Insured 2.25%, 3/13/12		6,000		6,113,022
Wells Fargo & Co. – FDIC Insured 3.00%, 12/09/11		7,493		7,647,993
Total Agencies (cost $65,168,343)				66,608,023
COMMERCIAL MORTGAGE-BACKED SECURITIES – 5.0%
Non-Agency Fixed Rate CMBS – 1.9%
DBUBS Mortgage Trust Series 2011-LC1A, Class A1 3.742%, 11/10/46(a)		6,480		6,613,633

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 81

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-LDPX, Class A2S 5.305%, 1/15/49	$	5,950	$	6,085,440
Morgan Stanley Capital I Series 2011-C1, Class A1 2.602%, 9/15/47(a)		3,125		3,170,333
NCUA Guaranteed Notes Series 2010-C1, Class A1 1.60%, 10/29/20		5,776		5,646,181
WF-RBS Commercial Mortgage Trust Series 2011-C2, Class A1 2.501%, 2/15/44(a)		3,125		3,162,655
				24,678,242
Non-Agency Floating Rate CMBS – 1.6%
Banc of America Large Loan, Inc. Series 2005-MIB1, Class C 0.576%, 3/15/22(a)(b)		2,500		2,329,256
Commercial Mortgage Pass Through Certificates Series 2005-FL11, Class D 0.606%, 11/15/17(a)(b)		831		800,514
Series 2007-FL14, Class C 0.566%, 6/15/22(a)(b)		3,317		2,938,331
Credit Suisse Mortgage Capital Certificates Series 2006-TF2A, Class SVD 0.736%, 10/15/21(a)(b)		4,900		4,764,456
Series 2007-TFLA, Class A2 0.386%, 2/15/22(a)(b)		8,000		7,514,393
Wachovia Bank Commercial Mortgage Trust Series 2006-WL7A, Class H 0.664%, 9/15/21(a)(b)		2,600		1,452,915
Series 2007-WHL8, Class E 0.666%, 6/15/20(a)(b)		2,725		1,883,741
				21,683,606
Agency CMBS – 1.5%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A1 2.746%, 12/25/19		12,203		11,983,314
Series K009, Class A1 2.757%, 5/25/20		3,466		3,423,952

82 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Series K010, Class A1 3.32%, 7/25/20	$	4,020	$	4,059,510
				19,466,776
Total Commercial Mortgage-Backed Securities (cost $69,309,411)				65,828,624
CMOs – 2.1%
Non-Agency Floating Rate – 1.5%
Adjustable Rate Mortgage Trust Series 2005-11, Class 5M1 0.732%, 2/25/36(b)(c)		2,290		7,756
Countrywide Alternative Loan Trust Series 2006-OA14, Class 3A1 1.142%, 11/25/46(b)		1,913		1,051,243
Homebanc Mortgage Trust Series 2005-4, Class A2 0.592%, 10/25/35(b)		2,862		2,167,932
Mortgage Equity Conversion Asset Trust Series 2007-FF2, Class A 0.74%, 2/25/42(a)(b)		3,145		3,016,234
NCUA Guaranteed Notes Series 2010-R3, Class 1A 0.823%, 12/08/20(b)		8,808		8,847,507
Sequoia Mortgage Trust Series 2007-3, Class 1A1 0.462%, 7/20/36(b)		2,767		2,263,958
Structured Adjustable Rate Mortgage Loan Trust Series 2005-5, Class A3 0.492%, 5/25/35(b)		120		98,640
Structured Asset Mortgage Investments, Inc. Series 2004-AR5, Class 1A1 0.592%, 10/19/34(b)		630		562,603
WaMu Mortgage Pass Through Certificates Series 2006-AR4, Class 1A1B 1.232%, 5/25/46(b)		1,101		674,199
Series 2006-AR9, Class 1AB2 0.482%, 8/25/46(b)		2,363		799,340
				19,489,412
Non-Agency Fixed Rate – 0.5%
Ford Credit Auto Lease Trust Series 2010-B, Class A2 0.75%, 10/15/12(a)		6,220		6,220,883
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36		763		743,300
				6,964,183

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Short Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Agency Floating Rate – 0.1%
Fannie Mae REMIC Series 2003-52, Class FV 1.26%, 5/25/31(b)	$	244	$	244,580
Fannie Mae Whole Loan Series 2003-W13, Class AV2 0.542%, 10/25/33(b)		161		150,377
Freddie Mac Reference REMIC Series R008, Class FK 0.666%, 7/15/23(b)		572		571,193
				966,150
Agency Fixed Rate – 0.0%
Fannie Mae REMIC Series 2006-50, Class PA 5.00%, 4/25/27		624		622,861
Total CMOs (cost $34,589,748)				28,042,606
GOVERNMENTS - SOVEREIGN AGENCIES – 0.5%
Netherlands – 0.5%
Achmea Hypotheekbank NV 0.661%, 11/03/14(a)(b) (cost $6,453,823)		6,456		6,420,724
	Shares
SHORT-TERM INVESTMENTS – 1.7%
Investment Companies – 0.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(h)		8,982,215		8,982,215
	Principal Amount (000)
Certificates of Deposit – 1.0%
Royal Bank of Canada NY 2.25%, 3/15/13	$	12,810		13,199,309
Total Short-Term Investments (cost $21,787,405)				22,181,524
Total Investments – 101.3% (cost $1,349,372,162)				1,334,936,381
Other assets less liabilities – (1.3)%				(16,558,232	)
Net Assets – 100.0%			$	1,318,378,149

84 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

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FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 2 Yr Futures		1,289		June 2011	$	280,923,977	$	281,384,673	$	460,696
Sold Contracts
U.S. T-Note 5 Yr Futures		93		June 2011		10,860,473		10,875,187		(14,714	)
U.S. T-Note 10 Yr Futures		397		June 2011		47,112,595		47,261,609		(149,014	)
									$	296,968

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2011, the aggregate market value of these securities amounted to $147,910,967 or 11.2% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at February 28, 2011.

(c) Illiquid security.

(d) Variable rate coupon, rate shown as of February 28, 2011.

(e) Fair valued.

(f) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.00% of net assets as of February 28, 2011, are considered illiquid and restricted.

Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Nationstar NIM Trust Series 2007-A, Class A 9.79%, 3/25/37		4/04/07	$	35,213	$	0		0.00	%

(g) IO – Interest Only

(h) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

+ Position, or a portion thereof, has been segregated to meet the collateral requirements of the Term Asset-Backed Securities Loan Facility (“TALF”) program administered by the Federal Reserve Bank of New York. The market value of the collateral amounted to $31,853,556.

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

CMBS – Commercial Mortgage-Backed Securities

CMOs – Collateralized Mortgage Obligations

FDIC – Federal Deposit Insurance Corporation

FHLMC – Federal Home Loan Mortgage Corporation

REMIC – Real Estate Mortgage Investment Conduit

See notes to financial statements.

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Short Duration Bond Portfolio—Portfolio of Investments

INTERMEDIATE DURATION BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

	Principal Amount (000)		U.S. $ Value
CORPORATES - INVESTMENT GRADES – 29.6%
Financial Institutions – 13.3%
Banking – 6.8%
American Express Co. 7.25%, 5/20/14	U.S.$	1,900	$	2,172,857
Bank of America Corp. 5.625%, 7/01/20		1,710		1,778,752
7.625%, 6/01/19		1,700		1,987,599
Series L 5.65%, 5/01/18		5,630		5,949,896
Bank of Tokyo-Mitsubishi UFJ Ltd./New York NY 7.40%, 6/15/11		170		173,175
BankAmerica Capital II Series 2 8.00%, 12/15/26		1,950		1,979,250
Bear Stearns Cos. LLC (The) 5.55%, 1/22/17		5,410		5,796,144
Citigroup, Inc. 5.50%, 4/11/13		2,900		3,108,800
6.50%, 8/19/13		2,770		3,052,900
8.50%, 5/22/19		2,750		3,412,222
Compass Bank 5.50%, 4/01/20		4,989		4,978,548
Goldman Sachs Group, Inc. (The) 6.00%, 6/15/20		2,700		2,894,905
7.50%, 2/15/19		2,855		3,365,206
JPMorgan Chase & Co. 4.40%, 7/22/20		3,955		3,861,512
Lloyds TSB Bank PLC 4.375%, 1/12/15(a)		3,820		3,850,724
M&I Marshall & Ilsley Bank 5.00%, 1/17/17		3,700		3,856,181
Macquarie Group Ltd. 4.875%, 8/10/17(a)		3,420		3,380,694
Morgan Stanley 5.45%, 1/09/17		1,615		1,702,895
5.50%, 7/24/20		5,325		5,380,630
6.60%, 4/01/12		960		1,018,123
National City Bank/Cleveland OH 6.25%, 3/15/11		4,245		4,252,662
Nationwide Building Society 6.25%, 2/25/20(a)		3,415		3,505,935
Royal Bank of Scotland PLC (The) 6.125%, 1/11/21		2,740		2,784,511
Santander US Debt SA Unipersonal 2.991%, 10/07/13(a)		3,400		3,317,156

86 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Societe Generale 2.50%, 1/15/14(a)	U.S.$	3,380	$	3,360,126
SouthTrust Corp. 5.80%, 6/15/14		3,315		3,609,455
Standard Chartered PLC 6.409%, 12/31/49(a)		4,800		4,553,530
UFJ Finance Aruba AEC 6.75%, 7/15/13		1,913		2,118,544
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(a)		1,580		1,485,993
Union Bank NA 5.95%, 5/11/16		1,005		1,090,762
Wachovia Corp. 5.50%, 5/01/13		1,225		1,328,642
				95,108,329
Brokerage – 0.1%
Jefferies Group, Inc. 6.875%, 4/15/21		1,330		1,426,706
Finance – 0.9%
General Electric Capital Corp. 4.80%, 5/01/13		2,795		2,982,497
Series A 4.375%, 11/21/11		2,713		2,787,266
HSBC Finance Corp. 7.00%, 5/15/12		2,095		2,230,706
SLM Corp. Series A 5.375%, 5/15/14-5/15/14		4,650		4,802,579
				12,803,048
Insurance – 4.4%
Aetna, Inc. 6.00%, 6/15/16		1,010		1,144,566
Aflac, Inc. 3.45%, 8/15/15		555		568,086
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16		1,820		2,039,725
Allstate Corp. (The) 7.45%, 5/16/19		3,420		4,113,118
Assurant, Inc. 5.625%, 2/15/14		1,028		1,089,804
CIGNA Corp. 5.125%, 6/15/20		1,155		1,210,043
Coventry Health Care, Inc. 5.95%, 3/15/17		665		690,362
6.125%, 1/15/15		260		276,870
6.30%, 8/15/14		2,060		2,200,712

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	Principal Amount (000)		U.S. $ Value
Genworth Financial, Inc. 6.515%, 5/22/18	U.S.$	4,100	$	4,119,705
Guardian Life Insurance Co. of America 7.375%, 9/30/39(a)		1,605		1,867,122
Hartford Financial Services Group, Inc. 4.00%, 3/30/15		685		692,699
5.50%, 3/30/20		3,221		3,310,357
Humana, Inc. 6.30%, 8/01/18		1,514		1,636,136
6.45%, 6/01/16		285		314,496
7.20%, 6/15/18		610		695,186
Liberty Mutual Group, Inc. 5.75%, 3/15/14(a)		2,683		2,851,618
Lincoln National Corp. 8.75%, 7/01/19		791		996,484
Markel Corp. 7.125%, 9/30/19		1,685		1,912,763
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)		1,510		2,032,433
MetLife, Inc. 4.75%, 2/08/21		1,460		1,497,163
7.717%, 2/15/19		1,159		1,426,636
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)		2,585		3,081,584
Principal Financial Group, Inc. 7.875%, 5/15/14		2,220		2,569,663
Prudential Financial, Inc. 5.15%, 1/15/13		2,545		2,702,413
6.20%, 1/15/15		265		293,725
Series D 7.375%, 6/15/19		200		237,780
Swiss Re Solutions Holding Corp. 7.00%, 2/15/26		3,065		3,216,215
UnitedHealth Group, Inc. 5.25%, 3/15/11		4,300		4,306,510
WellPoint, Inc. 4.35%, 8/15/20		2,865		2,860,542
5.875%, 6/15/17		270		304,849
7.00%, 2/15/19		655		778,773
XL Group PLC 5.25%, 9/15/14		4,520		4,772,004
				61,810,142
Other Finance – 0.2%
ORIX Corp. 4.71%, 4/27/15		3,328		3,394,906

88 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
REITS – 0.9%
ERP Operating LP 5.25%, 9/15/14	U.S.$	3,300	$	3,615,361
HCP, Inc. 6.00%, 1/30/17		3,180		3,455,763
Healthcare Realty Trust, Inc. 5.125%, 4/01/14		2,373		2,497,773
Simon Property Group LP 4.375%, 3/01/21		3,575		3,539,336
				13,108,233
				187,651,364
Industrial – 12.8%
Basic – 2.2%
Anglo American Capital PLC 9.375%, 4/08/19(a)		1,901		2,544,795
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		2,110		2,148,062
ArcelorMittal 6.125%, 6/01/18		3,570		3,839,531
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16		3,132		3,701,877
Dow Chemical Co. (The) 7.375%, 11/01/29		200		242,066
8.55%, 5/15/19		4,115		5,217,684
International Paper Co. 5.30%, 4/01/15		2,625		2,827,855
7.50%, 8/15/21		797		952,586
Packaging Corp. of America 5.75%, 8/01/13		1,329		1,430,719
PPG Industries, Inc. 5.75%, 3/15/13		3,190		3,453,724
Rio Tinto Finance USA Ltd. 6.50%, 7/15/18		3,260		3,774,487
Teck Resources Ltd. 6.00%, 8/15/40		205		209,286
				30,342,672
Capital Goods – 0.4%
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(a)		299		311,138
Lafarge SA 6.15%, 7/15/11		2,204		2,242,874
Republic Services, Inc. 5.25%, 11/15/21		1,213		1,277,487
5.50%, 9/15/19		1,768		1,916,340
				5,747,839

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 89

Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Communications - Media – 2.4%
BSKYB Finance UK PLC 5.625%, 10/15/15(a)	U.S.$	3,710	$	4,120,727
CBS Corp. 5.75%, 4/15/20		3,655		3,886,533
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22		1,906		2,598,985
Comcast Corp. 5.50%, 3/15/11		2,767		2,771,422
DirecTV Holdings LLC / DirecTV Financing Co., Inc. 4.60%, 2/15/21		1,870		1,829,933
4.75%, 10/01/14		1,200		1,290,811
News America Holdings, Inc. 9.25%, 2/01/13		670		771,874
News America, Inc. 6.15%, 3/01/37		2,177		2,205,329
6.55%, 3/15/33		1,383		1,464,139
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		2,894		3,673,728
RR Donnelley & Sons Co. 4.95%, 4/01/14		710		736,078
Time Warner Cable, Inc. 7.50%, 4/01/14		1,325		1,530,102
Time Warner Entertainment Co. LP 8.375%, 3/15/23		2,680		3,369,497
WPP Finance UK 5.875%, 6/15/14		376		410,601
8.00%, 9/15/14		2,616		3,045,260
				33,705,019
Communications - Telecommunications – 1.4%
American Tower Corp. 5.05%, 9/01/20		2,750		2,703,233
AT&T Corp. 8.00%, 11/15/31		295		374,691
Embarq Corp. 7.082%, 6/01/16		3,780		4,301,784
Qwest Corp. 7.50%, 10/01/14		3,270		3,744,150
8.875%, 3/15/12		660		708,675
Telecom Italia Capital SA 6.175%, 6/18/14		2,510		2,671,531
6.375%, 11/15/33		375		346,495
7.175%, 6/18/19		1,450		1,570,275

90 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
United States Cellular Corp. 6.70%, 12/15/33	U.S.$	3,150	$	3,070,670
				19,491,504
Consumer Cyclical - Automotive – 0.5%
Daimler Finance North America LLC 5.75%, 9/08/11		1,105		1,133,872
7.30%, 1/15/12		1,178		1,243,635
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)		2,465		2,622,553
Nissan Motor Acceptance Corp. 4.50%, 1/30/15(a)		2,530		2,646,453
				7,646,513
Consumer Cyclical - Entertainment – 0.6%
Time Warner, Inc. 4.70%, 1/15/21		1,460		1,467,486
7.625%, 4/15/31		2,810		3,320,692
Viacom, Inc. 5.625%, 9/15/19		2,895		3,169,993
				7,958,171
Consumer Cyclical - Other – 0.6%
Marriott International, Inc. Series J 5.625%, 2/15/13		4,120		4,395,088
MDC Holdings, Inc. 5.50%, 5/15/13		3,300		3,428,845
				7,823,933
Consumer Cyclical - Retailers – 0.1%
CVS Caremark Corp. 6.60%, 3/15/19		1,460		1,692,489
Consumer Non-Cyclical – 1.2%
Ahold Finance USA LLC 6.875%, 5/01/29		3,105		3,409,985
Altria Group, Inc. 9.70%, 11/10/18		1,675		2,205,982
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		1,711		1,755,286
5.875%, 5/15/13		2,720		2,897,649
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)		3,480		3,775,438
Delhaize Group SA 5.875%, 2/01/14		775		849,577
Fortune Brands, Inc. 4.875%, 12/01/13		2,016		2,135,601

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Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Safeway, Inc. 6.50%, 3/01/11	U.S.$	453	$	453,000
				17,482,518
Energy – 1.7%
Anadarko Petroleum Corp. 5.95%, 9/15/16		3,050		3,344,786
6.45%, 9/15/36		877		883,555
Baker Hughes, Inc. 6.50%, 11/15/13		1,300		1,473,043
Canadian Natural Resources Ltd. 5.15%, 2/01/13		1,220		1,302,899
Hess Corp. 7.875%, 10/01/29		1,793		2,207,890
Marathon Petroleum Corp. 3.50%, 3/01/16(a)		448		450,191
5.125%, 3/01/21(a)		760		770,901
Nabors Industries, Inc. 9.25%, 1/15/19		2,995		3,757,284
Noble Energy, Inc. 8.25%, 3/01/19		2,858		3,601,660
Noble Holding International Ltd. 4.90%, 8/01/20		251		255,844
Valero Energy Corp. 6.125%, 2/01/20		1,635		1,763,985
Weatherford International Ltd. 5.15%, 3/15/13		1,600		1,690,358
9.625%, 3/01/19		1,540		2,017,740
				23,520,136
Other Industrial – 0.3%
Noble Group Ltd. 6.75%, 1/29/20(a)		3,341		3,541,460
Technology – 0.7%
Agilent Technologies, Inc. 5.00%, 7/15/20		505		512,900
Computer Sciences Corp. 5.50%, 3/15/13		2,290		2,446,487
Motorola, Inc. 6.50%, 9/01/25		1,800		1,866,159
7.50%, 5/15/25		290		325,392
Xerox Capital Trust I 8.00%, 2/01/27		4,410		4,487,175
Xerox Corp. 8.25%, 5/15/14		310		362,760
				10,000,873

92 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Transportation - Airlines – 0.2%
Southwest Airlines Co. 5.25%, 10/01/14	U.S.$	1,695	$	1,824,105
5.75%, 12/15/16		1,115		1,202,949
				3,027,054
Transportation - Services – 0.5%
Asciano Finance Ltd. 3.125%, 9/23/15(a)		3,375		3,227,820
Con-way, Inc. 6.70%, 5/01/34		2,269		2,070,648
Ryder System, Inc. 5.85%, 11/01/16		930		1,028,772
7.20%, 9/01/15		908		1,053,560
				7,380,800
				179,360,981
Utility – 2.4%
Electric – 1.4%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(a)		3,175		3,269,501
Constellation Energy Group, Inc. 5.15%, 12/01/20		2,700		2,707,168
FirstEnergy Corp. Series B 6.45%, 11/15/11		58		59,974
Series C 7.375%, 11/15/31		2,291		2,497,740
FPL Group Capital, Inc. 5.625%, 9/01/11		2,855		2,925,144
Nisource Finance Corp. 6.80%, 1/15/19		3,445		3,970,311
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)		1,447		1,572,613
Teco Finance, Inc. 4.00%, 3/15/16		745		757,363
5.15%, 3/15/20		915		947,461
Union Electric Co. 6.70%, 2/01/19		315		366,054
				19,073,329
Natural Gas – 0.8%
Energy Transfer Partners LP 6.70%, 7/01/18		972		1,108,129
7.50%, 7/01/38		3,329		3,880,276
EQT Corp. 8.125%, 6/01/19		1,707		2,023,754

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Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Williams Partners LP 5.25%, 3/15/20	U.S.$	4,178	$	4,350,480
				11,362,639
Other Utility – 0.2%
Veolia Environnement SA 6.00%, 6/01/18		2,785		3,101,501
				33,537,469
Non Corporate Sectors – 1.1%
Agencies - Not Government Guaranteed – 1.1%
Gazprom Via Gaz Capital SA 6.212%, 11/22/16(a)		6,255		6,630,300
Petrobras International Finance Co. – Pifco 5.75%, 1/20/20		5,100		5,292,005
TransCapitalInvest Ltd. for OJSC AK Transneft 8.70%, 8/07/18(a)		3,055		3,727,100
				15,649,405
Total Corporates - Investment Grades (cost $389,109,646)				416,199,219
GOVERNMENTS - TREASURIES – 26.8%
Mexico – 1.0%
Mexican Bonos Series M 10 7.25%, 12/15/16	MXN	160,215		13,628,025
United States – 25.8%
U.S. Treasury Bonds 4.50%, 2/15/36	U.S.$	16,860		17,083,918
4.625%, 2/15/40		27,085		27,702,863
5.375%, 2/15/31		20,720		23,815,050
U.S. Treasury Notes 2.125%, 5/31/15-12/31/15		50,720		51,270,311
2.25%, 1/31/15		17,104		17,509,811
2.50%, 3/31/15		63,975		66,019,001
2.625%, 11/15/20		18,725		17,519,578
3.375%, 11/15/19		15,870		16,091,926
3.625%, 2/15/20		83,460		85,950,780
3.75%, 11/15/18		37,815		39,909,294
				362,872,532
Total Governments - Treasuries (cost $376,521,795)				376,500,557

94 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Intermediate Duration Bond Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
MORTGAGE PASS-THRU’S – 15.2%
Agency Fixed Rate 30-Year – 14.2%
Federal Home Loan Mortgage Corp. Gold 6.50%, TBA	U.S.$	4,610	$	5,143,751
Series 2006 4.50%, 5/01/36		103		105,459
Series 2007 5.50%, 7/01/35		3,154		3,390,986
Series 2008 6.50%, 5/01/35		3,615		4,055,711
Federal National Mortgage Association 4.00%, 1/01/41		3,123		3,083,371
5.50%, 1/01/35-5/01/38		8,975		9,625,704
5.50%, 6/01/38		17,385		18,618,344
6.00%, 5/01/31-10/01/37		773		840,583
6.00%, 3/01/38-7/01/39		32,263		35,072,235
6.50%, 6/01/39		2,282		2,554,007
Series 2003 5.00%, 11/01/33		9,481		9,991,211
5.50%, 4/01/33-7/01/33		11,118		11,961,902
Series 2004 5.50%, 4/01/34		437		470,405
5.50%, 5/01/34-11/01/34		8,532		9,175,040
Series 2005 4.50%, 8/01/35-9/01/35		11,115		11,440,479
4.50%, 9/01/35-10/01/35		2,260		2,322,984
5.50%, 2/01/35		2,193		2,357,977
6.00%, 4/01/35		7,249		7,968,210
Series 2006 5.00%, 1/01/36		9		9,918
5.00%, 2/01/36		11,582		12,187,270
Series 2007 4.50%, 9/01/35-8/01/37		9,437		9,721,990
5.50%, 8/01/37		16,173		17,390,551
Series 2008 6.00%, 3/01/37-5/01/38		18,401		20,062,674
Series 2010 6.00%, 4/01/40		2,194		2,385,341
				199,936,103
Agency ARMs – 1.0%
Federal Home Loan Mortgage Corp. Series 2007 5.997%, 2/01/37(b)		1,867		1,971,827
Series 2009 2.709%, 4/01/36(c)		4,717		4,956,939

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	Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Series 2003 2.685%, 12/01/33(c)	U.S.$	1,363	$	1,432,749
Series 2006 2.315%, 2/01/36(c)		1,418		1,479,147
5.477%, 3/01/36(c)		999		1,034,322
Series 2007 2.836%, 3/01/34(c)		2,627		2,757,172
				13,632,156
Total Mortgage Pass-Thru’s (cost $203,799,900)				213,568,259
AGENCIES – 10.4%
Agency Debentures – 10.4%
Federal Farm Credit Bank 0.284%, 10/12/12(b)		8,500		8,500,705
0.312%, 4/26/13(b)		78,125		78,145,234
0.322%, 6/26/13(b)		16,400		16,405,199
Federal National Mortgage Association 0.282%, 11/23/12(b)		11,645		11,645,007
0.293%, 10/18/12(b)		3,400		3,400,003
6.25%, 5/15/29		12,375		14,835,509
6.625%, 11/15/30		10,490		13,168,066
Total Agencies (cost $145,455,439)				146,099,723
COMMERCIAL MORTGAGE-BACKED SECURITIES – 9.1%
Non-Agency Fixed Rate CMBS – 8.6%
Banc of America Commercial Mortgage, Inc. Series 2007-1, Class A4 5.451%, 1/15/49		6,845		7,294,241
Series 2007-4, Class A4 5.742%, 2/10/51		6,835		7,452,956
Bear Stearns Commercial Mortgage Securities Series 2007-PW18, Class A4 5.70%, 6/13/50		6,455		6,974,517
Citigroup Commercial Mortgage Trust Series 2008-C7, Class A4 6.099%, 12/10/49		8,585		9,431,726
Commercial Mortgage Pass Through Certificates Series 2006-C8, Class A4 5.306%, 12/10/46		3,065		3,240,974

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	Principal Amount (000)		U.S. $ Value
Credit Suisse Mortgage Capital Certificates Series 2006-C4, Class A3 5.467%, 9/15/39	U.S.$	6,475	$	6,924,594
Series 2006-C5, Class A3 5.311%, 12/15/39		4,500		4,772,708
Greenwich Capital Commercial Funding Corp. Series 2007-GG11, Class A4 5.736%, 12/10/49		1,470		1,575,702
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-LD11, Class A4 5.818%, 6/15/49		855		920,912
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.256%, 6/15/29		6,015		6,451,939
Series 2006-C6, Class A4 5.372%, 9/15/39		8,090		8,703,137
Series 2007-C1, Class A4 5.424%, 2/15/40		8,825		9,468,749
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-2, Class A4 5.904%, 6/12/46		3,075		3,394,183
Series 2006-3, Class A4 5.414%, 7/12/46		6,885		7,332,172
Morgan Stanley Capital I Series 2007-HQ13, Class A3 5.569%, 12/15/44		8,155		8,612,865
Series 2007-IQ13, Class A4 5.364%, 3/15/44		4,035		4,211,793
Wachovia Bank Commercial Mortgage Trust Series 2006-C27, Class A3 5.765%, 7/15/45		8,565		9,281,689
Series 2006-C28, Class A4 5.572%, 10/15/48		7,235		7,748,760
Series 2007-C32, Class A3 5.746%, 6/15/49		6,885		7,339,479
				121,133,096
Agency CMBS – 0.3%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A2 3.531%, 6/25/20		4,653		4,473,369

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	Principal Amount (000)		U.S. $ Value
Non-Agency Floating Rate CMBS – 0.2%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 2.669%, 3/06/20(a)(b)	U.S.$	1,855	$	1,801,942
Total Commercial Mortgage-Backed Securities (cost $118,552,949)				127,408,407
ASSET - BACKED SECURITIES – 1.9%
Credit Cards - Floating Rate – 0.8%
Discover Card Master Trust Series 2009-A1, Class A1 1.566%, 12/15/14(b)+		11,000		11,140,891
Autos - Floating Rate – 0.4%
Wheels SPV LLC Series 2009-1, Class A 1.816%, 3/15/18(a)(b)+		6,541		6,577,548
Autos - Fixed Rate – 0.3%
Ally Auto Receivables Trust Series 2011-1, Class A3 1.38%, 1/15/15		4,555		4,567,056
Other ABS - Fixed Rate – 0.2%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15		2,905		2,896,935
Home Equity Loans - Floating Rate – 0.1%
Citigroup Mortgage Loan Trust, Inc. Series 2007-AMC4, Class M1 0.532%, 5/25/37(b)(d)		3,715		579,101
HSBC Home Equity Loan Trust Series 2005-3, Class A1 0.523%, 1/20/35(b)		768		686,719
Lehman XS Trust Series 2005-4, Class 1M1 0.762%, 10/25/35(b)(d)		3,539		54,695
Option One Mortgage Loan Trust Series 2006-3, Class M1 0.492%, 2/25/37(b)(d)		1,785		13,452
				1,333,967

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	Principal Amount (000)		U.S. $ Value
Home Equity Loans - Fixed Rate – 0.1%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.01%, 12/25/32	U.S.$	510	$	485,933
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33		480		449,417
				935,350
Total Asset-Backed Securities (cost $35,788,120)				27,451,747
GOVERNMENTS - SOVEREIGN AGENCIES – 1.4%
Germany – 0.2%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17		2,695		3,024,898
United Kingdom – 1.2%
Royal Bank of Scotland PLC (The) 1.45%, 10/20/11(a)		10,450		10,498,603
2.625%, 5/11/12(a)		6,000		6,140,952
				16,639,555
Total Governments - Sovereign Agencies (cost $19,209,647)				19,664,453
CMOs – 0.9%
Non-Agency Fixed Rate – 0.5%
Bear Stearns Alt-A Trust Series 2006-1, Class 22A1 2.72%, 2/25/36		2,817		2,045,306
Series 2006-3, Class 22A1 5.085%, 5/25/36		1,226		590,095
Series 2007-1, Class 21A1 5.265%, 1/25/47		1,906		1,155,999
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 5.104%, 5/25/35		2,178		2,068,201
Indymac Index Mortgage Loan Trust Series 2006-AR7, Class 4A1 5.528%, 5/25/36		1,596		914,709
				6,774,310
Non-Agency Floating Rate – 0.2%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.292%, 12/25/35(b)		1,045		697,979
Series 2006-OA14, Class 3A1 1.142%, 11/25/46(b)		4,332		2,380,694

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	Principal Amount (000)		U.S. $ Value
Countrywide Home Loan Mortgage Pass Through Trust Series 2004-25, Class M1 0.79%, 2/25/35(b)(d)	U.S.$	2,874	$	109,809
				3,188,482
Non-Agency ARMs – 0.2%
Citigroup Mortgage Loan Trust, Inc. Series 2006-AR1, Class 3A1 5.50%, 3/25/36(b)		3,037		2,288,805
Agency Fixed Rate – 0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.548%, 5/28/35		392		296,904
Total CMOs (cost $21,395,423)				12,548,501
QUASI-SOVEREIGNS – 0.8%
Quasi-Sovereign Bonds – 0.8%
Kazakhstan – 0.1%
KazMunayGas National Co. 7.00%, 5/05/20(a)		1,990		2,134,275
Malaysia – 0.3%
Petronas Capital Ltd. 5.25%, 8/12/19(a)		3,390		3,612,421
Russia – 0.4%
RSHB Capital SA for OJSC Russian Agricultural Bank 7.75%, 5/29/18(a)		5,677		6,236,185
Total Quasi-Sovereigns (cost $10,800,990)				11,982,881
CORPORATES - NON-INVESTMENT GRADES – 0.6%
Industrial – 0.6%
Basic – 0.1%
Westvaco Corp. 8.20%, 1/15/30		670		718,511
Consumer Cyclical - Other – 0.3%
Wyndham Worldwide Corp. 6.00%, 12/01/16		4,535		4,828,968

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	Principal Amount (000)		U.S. $ Value
Consumer Non-Cyclical – 0.2%
Universal Health Services, Inc. 7.125%, 6/30/16	U.S.$	2,345	$	2,556,453
Total Corporates - Non-Investment Grades (cost $7,723,383)				8,103,932
GOVERNMENTS - SOVEREIGN BONDS – 0.5%
Poland – 0.2%
Poland Government International Bond 3.875%, 7/16/15		2,894		2,930,175
6.375%, 7/15/19		460		511,750
				3,441,925
Russia – 0.3%
Russian Foreign Bond – Eurobond 7.50%, 3/31/30(a)		3,326		3,849,637
Total Governments – Sovereign Bonds (cost $6,990,087)				7,291,562
SUPRANATIONALS – 0.4%
European Investment Bank 4.875%, 2/15/36		1,970		1,982,724
International Bank for Reconstruction & Development 9.25%, 7/15/17		2,340		3,163,083
Total Supranationals (cost $4,950,069)				5,145,807
LOCAL GOVERNMENTS - MUNICIPAL BONDS – 0.3%
United States – 0.3%
California State 7.625%, 3/01/40 (cost $3,379,249)		3,310		3,599,658
	Shares
SHORT-TERM INVESTMENTS – 4.0%
Investment Companies – 4.0%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(e) (cost $56,955,913)		56,955,913		56,955,913
Total Investments – 101.9% (cost $1,400,632,610)				1,432,520,619
Other assets less liabilities – (1.9)%				(27,385,589	)
Net Assets – 100.0%			$	1,405,135,030

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FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts:
HSBC Bank USA:
Mexican Nuevo Peso settling 4/11/11		166,993	$	13,828,489	$	13,748,509	$	79,980

INTEREST RATE SWAP TRANSACTIONS (see Note C)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Portfolio			Payments received by the Portfolio		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	76,380		11/17/13		1.026	%		3 Month LIBOR	$	317,550

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2011, the aggregate market value of these securities amounted to $113,349,468 or 8.1% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at February 28, 2011.

(c) Variable rate coupon, rate shown as of February 28, 2011.

(d) Illiquid security.

(e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

+ Position, or a portion thereof, has been segregated to meet the collateral requirements of the Term Asset-Backed Securities Loan Facility (“TALF”) program administered by the Federal Reserve Bank of New York. The market value of the collateral amounted to $17,718,439.

Currency Abbreviations:

MXN – Mexican Nuevo Peso

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

CMBS – Commercial Mortgage-Backed Securities

CMOs – Collateralized Mortgage Obligations

FHLMC – Federal Home Loan Mortgage Corporation

OJSC – Open Joint Stock Company

REIT – Real Estate Investment Trust

TBA – To Be Announced

See notes to financial statements.

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BOND INFLATION PROTECTION PORTFOLIO

Portfolio of Investments

February 28, 2011 (unaudited)

	Principal Amount (000)		U.S. $ Value
INFLATION - LINKED SECURITIES – 100.2%
United States – 100.2%
U.S. Treasury Inflation Index 0.50%, 4/15/15 (TIPS)	U.S.$	17,344	$	17,990,485
1.25%, 7/15/20 (TIPS)		36,841		37,932,306
1.375%, 1/15/20 (TIPS)		39,891		41,723,889
1.625%, 1/15/15-1/15/18 (TIPS)(a)		154,518		167,147,822
1.875%, 7/15/13-7/15/19 (TIPS)		97,248		105,193,238
1.875%, 7/15/15 (TIPS)(a)		43,284		47,599,429
2.00%, 7/15/14 (TIPS)(a)		72,645		79,597,888
2.00%, 1/15/16-1/15/26 (TIPS)		30,725		33,347,894
2.125%, 1/15/19 (TIPS)(a)		25,403		28,315,982
2.375%, 1/15/17-1/15/25 (TIPS)(a)		70,870		79,772,247
3.00%, 7/15/12 (TIPS)(a)		44,948		48,063,203
3.375%, 1/15/12 (TIPS)(a)		37,936		39,764,528
Total Inflation - Linked Securities (cost $677,505,634)				726,448,911
CORPORATES - INVESTMENT GRADES – 21.2%
Industrial – 9.8%
Basic – 1.6%
Alcoa, Inc. 5.375%, 1/15/13		1,580		1,684,901
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		980		997,678
ArcelorMittal 6.125%, 6/01/18		1,570		1,688,533
Dow Chemical Co. (The) 8.55%, 5/15/19		1,370		1,737,115
International Paper Co. 9.375%, 5/15/19		1,315		1,715,569
Lubrizol Corp. 8.875%, 2/01/19		1,370		1,718,291
Xstrata Canada Financial Corp. 5.875%, 5/27/11	EUR	1,215		1,693,171
				11,235,258
Capital Goods – 0.5%
CRH Finance BV 7.375%, 5/28/14		1,100		1,675,902
Republic Services, Inc. 5.25%, 11/15/21	U.S.$	1,675		1,764,048
				3,439,950
Communications – Media – 1.6%
CBS Corp. 5.75%, 4/15/20		1,290		1,371,718

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	Principal Amount (000)		U.S. $ Value
Comcast Corp. 5.15%, 3/01/20	U.S.$	1,295	$	1,350,467
News America, Inc. 6.15%, 3/01/37		1,739		1,761,630
Reed Elsevier Capital, Inc. 8.625%, 1/15/19		1,340		1,701,035
RR Donnelley & Sons Co. 4.95%, 4/01/14		1,650		1,710,603
Time Warner Cable, Inc. 7.50%, 4/01/14		1,435		1,657,129
WPP Finance UK 5.875%, 6/15/14		1,565		1,709,017
				11,261,599
Communications - Telecommunications – 1.5%
American Tower Corp. 5.05%, 9/01/20		1,355		1,331,957
Deutsche Telekom International Finance BV 7.125%, 9/26/12	GBP	1,000		1,745,703
Embarq Corp. 7.082%, 6/01/16	U.S.$	1,510		1,718,437
Koninklijke KPN NV 5.00%, 11/13/12	EUR	1,185		1,708,128
Qwest Corp. 7.50%, 10/01/14	U.S.$	1,500		1,717,500
Telecom Italia Capital SA 6.375%, 11/15/33		1,165		1,076,444
United States Cellular Corp. 6.70%, 12/15/33		1,715		1,671,810
				10,969,979
Consumer Cyclical - Automotive – 0.4%
Daimler Finance North America LLC 7.30%, 1/15/12		1,275		1,346,039
Harley-Davidson Funding Corp. 5.75%, 12/15/14(b)		1,640		1,744,822
				3,090,861
Consumer Cyclical - Entertainment – 0.2%
Viacom, Inc. 6.25%, 4/30/16		1,495		1,715,061
Consumer Cyclical - Other – 0.2%
Carnival PLC 4.25%, 11/27/13	EUR	1,225		1,734,870

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	Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Retailers – 0.2%
Nordstrom, Inc. 6.25%, 1/15/18	U.S.$	1,515	$	1,732,672
Consumer Non-Cyclical – 1.0%
Altria Group, Inc. 9.25%, 8/06/19		1,365		1,772,954
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		1,610		1,651,672
Delhaize Group SA 5.875%, 2/01/14		1,515		1,660,785
Reynolds American, Inc. 7.625%, 6/01/16		1,480		1,758,583
				6,843,994
Energy – 1.7%
Anadarko Petroleum Corp. 5.95%, 9/15/16		1,500		1,644,977
Hess Corp. 8.125%, 2/15/19		1,355		1,701,755
Marathon Petroleum Corp. 3.50%, 3/01/16(b)		230		231,125
5.125%, 3/01/21(b)		390		395,594
Nabors Industries, Inc. 9.25%, 1/15/19		1,330		1,668,510
Noble Energy, Inc. 8.25%, 3/01/19		1,370		1,726,478
Valero Energy Corp. 6.875%, 4/15/12		1,525		1,617,317
Weatherford International Ltd. 5.15%, 3/15/13		1,560		1,648,099
Williams Cos., Inc. (The) 7.875%, 9/01/21		1,410		1,762,334
				12,396,189
Technology – 0.5%
Agilent Technologies, Inc. 5.00%, 7/15/20		249		252,895
Motorola, Inc. 7.50%, 5/15/25		1,540		1,727,942
Xerox Corp. 8.25%, 5/15/14		1,425		1,667,528
				3,648,365
Transportation - Airlines – 0.2%
Southwest Airlines Co. 5.75%, 12/15/16		1,615		1,742,388

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	Principal Amount (000)		U.S. $ Value
Transportation - Services – 0.2%
Ryder System, Inc. 3.15%, 3/02/15	U.S.$	909	$	918,539
5.85%, 11/01/16		630		696,911
				1,615,450
				71,426,636
Financial Institutions – 8.3%
Banking – 3.9%
American Express Co. 7.25%, 5/20/14		1,490		1,703,977
Bank of America Corp. 5.625%, 7/01/20		1,710		1,778,752
Bank of Scotland PLC 5.625%, 5/23/13	EUR	1,190		1,704,338
Barclays Bank PLC 5.45%, 9/12/12	U.S.$	1,535		1,631,928
BBVA Senior Finance SAU Series G 3.625%, 5/14/12	EUR	1,200		1,667,194
Capital One Financial Corp. 7.375%, 5/23/14	U.S.$	1,445		1,665,286
Citigroup, Inc. 5.50%, 4/11/13		1,565		1,677,680
Goldman Sachs Group, Inc. (The) 6.00%, 6/15/20		1,565		1,677,973
HSBC BANK PLC 01/14 FLT 1.103%, 1/17/14(b)(c)		1,725		1,722,551
JPMorgan Chase & Co. 4.40%, 7/22/20		1,745		1,703,752
M&I Marshall & Ilsley Bank 5.00%, 1/17/17		1,770		1,844,713
Macquarie Group Ltd. 7.625%, 8/13/19(b)		1,470		1,650,810
Morgan Stanley 5.50%, 7/24/20		1,670		1,687,446
National Australia Bank Ltd. 3.75%, 3/02/15(b)		1,050		1,087,635
Royal Bank of Scotland PLC (The) 3.25%, 1/11/14		1,715		1,732,987
Santander International Debt SA 5.125%, 4/11/11	EUR	1,200		1,660,845
UBS AG/Stamford CT 5.875%, 7/15/16	U.S.$	1,610		1,731,885
				28,329,752
Brokerage – 0.3%
Jefferies Group, Inc. 6.875%, 4/15/21		1,639		1,758,173

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	Principal Amount (000)		U.S. $ Value
Finance – 0.2%
SLM Corp. Series A 5.375%, 1/15/13	U.S.$	1,670	$	1,734,071
Insurance – 3.7%
Aetna, Inc. 6.75%, 12/15/37		1,550		1,768,733
Allstate Corp. (The) 6.125%, 5/15/37		1,725		1,759,500
CIGNA Corp. 5.125%, 6/15/20		583		610,783
Genworth Financial, Inc. 6.515%, 5/22/18		1,675		1,683,050
Hartford Financial Services Group, Inc. 6.10%, 10/01/41		1,850		1,807,321
Humana, Inc. 7.20%, 6/15/18		1,520		1,732,267
Lincoln National Corp. 8.75%, 7/01/19		1,350		1,700,699
Markel Corp. 7.125%, 9/30/19		543		616,398
Marsh & McLennan Cos., Inc. 5.375%, 7/15/14		1,585		1,693,468
Metropolitan Life Global Funding I 5.125%, 4/10/13(b)		1,545		1,654,338
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)		1,410		1,680,864
Principal Financial Group, Inc. 7.875%, 5/15/14		1,445		1,672,596
Prudential Financial, Inc. Series D 7.375%, 6/15/19		1,425		1,694,185
Swiss Re Capital I LP 6.854%, 5/25/16(b)		1,815		1,796,850
UnitedHealth Group, Inc. 5.25%, 3/15/11		1,600		1,602,422
WellPoint, Inc. 4.35%, 8/15/20		685		683,934
7.00%, 2/15/19		890		1,058,181
XL Group PLC 5.25%, 9/15/14		1,590		1,678,647
				26,894,236
REITS – 0.2%
HCP, Inc. 5.375%, 2/01/21		1,167		1,192,820
				59,909,052

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	Principal Amount (000)		U.S. $ Value
Utility – 2.3%
Electric – 1.1%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(b)	U.S.$	1,355	$	1,395,330
Constellation Energy Group, Inc. 5.15%, 12/01/20		1,355		1,358,598
Nisource Finance Corp. 6.15%, 3/01/13		1,530		1,658,870
Ohio Power Co. Series F 5.50%, 2/15/13		350		374,785
PPL Energy Supply LLC 6.50%, 5/01/18		1,550		1,716,475
Teco Finance, Inc. 4.00%, 3/15/16		1,680		1,707,878
				8,211,936
Natural Gas – 1.2%
DCP Midstream LLC 9.75%, 3/15/19(b)		1,290		1,670,016
Enterprise Products Operating LLC Series G 5.60%, 10/15/14		1,525		1,690,996
EQT Corp. 8.125%, 6/01/19		1,385		1,642,003
Spectra Energy Capital LLC 8.00%, 10/01/19		1,395		1,687,261
Williams Partners LP 3.80%, 2/15/15		1,660		1,722,529
				8,412,805
				16,624,741
Non Corporate Sectors – 0.8%
Agencies - Not Government Guaranteed – 0.8%
Gazprom Via Gaz Capital SA 6.212%, 11/22/16(b)		2,760		2,925,600
Petrobras International Finance Co. – Pifco 5.75%, 1/20/20		2,805		2,910,603
				5,836,203
Total Corporates - Investment Grades (cost $150,521,947)				153,796,632
GOVERNMENTS - SOVEREIGN AGENCIES – 7.2%
Australia – 0.4%
Suncorp-Metway Ltd. 1.803%, 7/16/12(b)(c)		2,600		2,648,503

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	Principal Amount (000)		U.S. $ Value
Netherlands – 1.9%
NIBC Bank NV 3.125%, 2/17/12	EUR	5,050	$	7,069,083
SNS Bank NV 2.875%, 1/30/12		5,090		7,113,865
				14,182,948
United Kingdom – 1.3%
Lloyds TSB Bank PLC 2.75%, 3/16/12	GBP	1,465		2,418,366
Skipton Building Society 2.00%, 4/05/12		1,485		2,433,145
West Bromwich Building Society 2.00%, 4/05/12		1,490		2,447,662
Yorkshire Building Society 2.00%, 3/30/12		1,490		2,438,831
				9,738,004
United States – 3.6%
Goldman Sachs Group, Inc. (The) – FDIC Insured 3.50%, 12/08/11	EUR	18,510		25,948,979
Total Governments - Sovereign Agencies (cost $49,557,857)				52,518,434
COMMERCIAL MORTGAGE-BACKED SECURITIES – 5.8%
Non-Agency Fixed Rate CMBS – 5.4%
Banc of America Commercial Mortgage, Inc. Series 2007-4, Class A4 5.742%, 2/10/51	U.S.$	3,275		3,571,094
Bear Stearns Commercial Mortgage Securities Series 2007-PW18, Class A4 5.70%, 6/13/50		1,390		1,501,871
Citigroup Commercial Mortgage Trust Series 2008-C7, Class A4 6.099%, 12/10/49		3,445		3,784,775
Commercial Mortgage Pass Through Certificates Series 2006-C8, Class A4 5.306%, 12/10/46		3,350		3,542,337
Series 2007-C9, Class A4 5.815%, 12/10/49		4,250		4,643,243

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	Principal Amount (000)		U.S. $ Value
Greenwich Capital Commercial Funding Corp. Series 2007-GG9, Class A4 5.444%, 3/10/39	U.S.$	3,455	$	3,690,988
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-CB15, Class A4 5.814%, 6/12/43		3,925		4,293,890
Series 2007-C1, Class A4 5.716%, 2/15/51		3,375		3,568,424
LB-UBS Commercial Mortgage Trust Series 2006-C4, Class A4
5.883%, 6/15/38		3,220		3,547,307
Series 2007-C1, Class A4 5.424%, 2/15/40		3,335		3,578,275
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A4 5.414%, 7/12/46		3,265		3,477,058
				39,199,262
Agency CMBS – 0.4%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A1 2.746%, 12/25/19		3,258		3,199,042
Total Commercial Mortgage-Backed Securities (cost $39,952,969)				42,398,304
SUPRANATIONALS – 1.9%
European Bank for Reconstruction & Development Series G 9.25%, 9/10/12	BRL	5,675		3,407,797
European Investment Bank 0.603%, 3/05/12(c)	U.S.$	3,500		3,512,299
Inter-American Development Bank 0.502%, 3/16/11(c)		6,610		6,610,601
Total Supranationals (cost $13,280,548)				13,530,697
ASSET - BACKED SECURITIES – 1.2%
Credit Cards - Floating Rate – 0.5%
American Express Credit Account Master Trust Series 2007-8, Class A 0.566%, 5/15/15(c)		3,676		3,680,816

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	Principal Amount (000)		U.S. $ Value
Autos - Fixed Rate – 0.5%
Ford Credit Auto Owner Trust Series 2009-D, Class A4 2.98%, 8/15/14	U.S.$	3,120	$	3,229,209
Other ABS - Fixed Rate – 0.2%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15		1,467		1,462,804
Total Asset-Backed Securities (cost $8,347,731)				8,372,829
GOVERNMENTS - TREASURIES – 0.9%
Mexico – 0.9%
Mexican Bonos Series M 10 7.25%, 12/15/16 (cost $6,815,346)	MXN	80,365		6,835,916
CORPORATES - NON-INVESTMENT GRADES – 0.8%
Industrial – 0.8%
Basic – 0.1%
United States Steel Corp. 6.65%, 6/01/37	U.S.$	815	$	723,313
Capital Goods – 0.1%
Case New Holland, Inc. 7.875%, 12/01/17(b)		618		690,615
Communications - Media – 0.2%
Ziggo Bond Co. BV 8.00%, 5/15/18(b)	EUR	760		1,124,797
Consumer Non-Cyclical – 0.3%
Fresenius Medical Care US Finance, Inc. 5.75%, 2/15/21(b)	U.S.$	715		691,763
Universal Health Services, Inc. 7.125%, 6/30/16		1,485		1,618,905
				2,310,668
Energy – 0.1%
Chesapeake Energy Corp. 6.125%, 2/15/21		707		721,140
Total Corporates - Non-Investment Grades (cost $5,438,308)				5,570,533

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Bond Inflation Protection Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
QUASI - SOVEREIGNS – 0.7%
Quasi - Sovereign Bonds – 0.7%
Russia – 0.7%
RSHB Capital SA for OJSC Russian Agricultural Bank 7.75%, 5/29/18(b) (cost $4,943,244)	U.S.$	4,365	$	4,794,952
GOVERNMENTS - SOVEREIGN BONDS – 0.1%
Poland – 0.1%
Poland Government International Bond 3.875%, 7/16/15 (cost $774,956)		777		786,713
EMERGING MARKETS - CORPORATE BONDS – 0.1%
Industrial – 0.1%
Energy – 0.1%
Ecopetrol SA 7.625%, 7/23/19 (cost $659,240)		590		682,925
	Shares
SHORT-TERM INVESTMENTS – 0.2%
Investment Companies – 0.2%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(d) (cost $1,321,471)		1,321,471		1,321,471
Total Investments – 140.3% (cost $959,119,251)				1,017,058,317
Other assets less liabilities – (40.3)%				(292,101,340	)
Net Assets – 100.0%			$	724,956,977

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
German Euro Bobl Futures		62		March 2011	$	10,177,963	$	10,025,556	$	(152,407)

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Bond Inflation Protection Portfolio—Portfolio of Investments

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Sold Contracts
Japan Government Bonds 10 Yr Futures		8		March 2011	$	13,675,383	$	13,646,109	$	29,274
U.S. T-Note 5 Yr Futures		643		June 2011		75,089,077		75,190,812		(101,735)
U.S. T-Note 10 Yr Futures		41		June 2011		4,865,532		4,880,922		(15,390	)
									$	(240,258	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Barclays Bank PLC Wholesale:
Norwegian Krone settling 4/15/11		21,203	$	3,702,554	$	3,777,351	$	74,797
BNP Paribas SA:
Euro settling 3/07/11		146		199,658		201,926		2,268
Citibank N.A.:
Brazilian Real settling 3/02/11		5,928		3,568,937		3,562,931		(6,006	)
Credit Suisse London Branch (GFX):
Norwegian Krone settling 4/15/11		20,320		3,466,394		3,620,067		153,673
South Korean Won settling 4/18/11		10,025,843		8,881,073		8,859,734		(21,339	)
Goldman Sachs International:
Brazilian Real settling 3/02/11		5,928		3,568,507		3,562,931		(5,576	)
HSBC Bank USA:
Euro settling 3/07/11		158		215,869		217,760		1,891
Morgan Stanley and Co. Inc:
Swedish Krona settling 4/15/11		25,171		3,877,827		3,965,732		87,905
Standard Chartered Bank:
Indonesian Rupiah settling 3/25/11(1)		32,447,175		3,532,627		3,674,999		142,372
State Street Bank and Trust Co.:
Great British Pound settling 4/04/11		392		636,363		637,669		1,306
New Zealand Dollar settling 4/08/11		4,692		3,507,809		3,520,816		13,007
Sale Contracts:
Barclays Bank PLC Wholesale:
Japanese Yen settling 3/24/11		883,095		10,612,088		10,796,559		(184,471	)
Citibank N.A.:
Brazilian Real settling 3/02/11		5,928		3,568,507		3,562,931		5,576

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Bond Inflation Protection Portfolio—Portfolio of Investments

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Brazilian Real settling 4/04/11		5,928	$	3,546,518	$	3,543,126	$	3,392
Credit Suisse London Branch (GFX):
Canadian Dollar settling 3/25/11		6,803		6,849,738		6,998,975		(149,237	)
Goldman Sachs International:
Brazilian Real settling 3/02/11		5,928		3,520,402		3,562,931		(42,529	)
Royal Bank of Scotland PLC:
Great British Pound settling 4/04/11		7,592		12,102,490		12,337,933		(235,443	)
Mexican Nuevo Peso settling 4/11/11		39,868		3,281,349		3,282,330		(981	)
UBS AG:
Euro settling 3/07/11		5,253		7,195,514		7,247,827		(52,313	)
Euro settling 3/07/11		43,101		57,623,450		59,473,495		(1,850,045	)

⁽¹⁾  Contract represents non-deliverable forward where payment is received from or paid to a counterparty based on the net realized gain/loss on settlement date.

INTEREST RATE SWAP TRANSACTIONS (see Note C)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Portfolio			Payments received by the Portfolio		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	50,940		11/17/13		1.059	%		3 Month LIBOR	$	162,187

CREDIT DEFAULT SWAP CONTRACTS ON CREDIT INDICES (see Note C)

Swap Counterparty & Index	Fixed Deal (Pay) Receive Rate			Implied Credit Spread at February 28, 2011			Notional Amount (000)		Market Value		Upfront Premiums (Paid) Received		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Bank of America: CDX –NAHYS14V1– 5 Year Index, 6/20/15*		5.00	%		3.52	%	$	19,880	$	1,295,602	$	103,454	$	1,192,148
Bank of America: CDX – NAIGS14V1 – 5 Year Index, 6/20/15*		1.00			0.74			52,860		677,413		295,550		381,863

* Termination date

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REVERSE REPURCHASE AGREEMENTS (see Note C)

Broker	Interest Rate			Maturity		U.S. $ Value at February 28, 2011
Bank of America		0.17	%		3/04/11	$	24,920,044
Bank of America		0.18	%		12/30/11		37,138,093
Barclays Bank		0.17	%		3/04/11		2,956,404
Barclays Bank		0.17	%		3/08/11		88,839,812
Barclays Bank		0.17	%		3/18/11		87,363,788
Barclays Bank		0.19	%		3/08/11		21,526,704
Barclays Bank		0.23	%		12/30/11		2,445,843
Barclays Bank		0.24	%		12/30/11		24,789,810
						$	289,980,498

(a) Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements. The market value of the collateral amounted to $296,752,473.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2011, the aggregate market value of these securities amounted to $27,906,165 or 3.8% of net assets.

(c) Floating Rate Security. Stated interest rate was in effect at February 28, 2011.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

BRL – Brazilian Real

EUR – Euro

GBP – Great British Pound

MXN – Mexican Nuevo Peso

Glossary:

ABS – Asset-Backed Securities

CMBS – Commercial Mortgage-Backed Securities

FDIC – Federal Deposit Insurance Corporation

FHLMC – Federal Home Loan Mortgage Corporation

OJSC – Open Joint Stock Company

REIT – Real Estate Investment Trust

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

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HIGH-YIELD PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

	Principal Amount (000)		U.S. $ Value
CORPORATES - NON-INVESTMENT GRADES – 75.2%
Industrial – 59.9%
Basic – 6.9%
AK Steel Corp. 7.625%, 5/15/20	U.S.$	1,043	$	1,063,860
Aleris International, Inc. 7.625%, 2/15/18(a)		1,100		1,119,250
Algoma Acquisition Corp. 9.875%, 6/15/15(a)		1,050		956,812
Appleton Papers, Inc. 10.50%, 6/15/15(a)		435		450,225
Arch Western Finance LLC 6.75%, 7/01/13		696		702,960
Basell Finance Co. BV 8.10%, 3/15/27(a)		569		642,970
Boise Paper Holdings LLC / Boise Finance Co. 9.00%, 11/01/17		267		297,705
Celanese US Holdings LLC 6.625%, 10/15/18(a)		172		179,740
Consol Energy, Inc. 8.25%, 4/01/20(a)		525		578,813
Domtar Corp. Series GLOB 7.125%, 8/15/15		626		688,600
Drummond Co., Inc. 7.375%, 2/15/16		530		548,550
Evraz Group SA 8.25%, 11/10/15(a)		394		429,460
8.875%, 4/24/13(a)		200		217,750
9.50%, 4/24/18(a)		720		826,200
FMG Resources August 2006 Pty Ltd. 7.00%, 11/01/15(a)		425		440,938
Georgia-Pacific LLC 7.125%, 1/15/17(a)		595		632,188
8.25%, 5/01/16(a)		375		422,813
Graphic Packaging International, Inc. 7.875%, 10/01/18		500		537,500
Hexion US Finance Corp. / Hexion Nova Scotia Finance ULC 4.813%, 11/15/14(b)		279		269,584
Huntsman International LLC 5.50%, 6/30/16		400		395,000
8.625%, 3/15/21(a)		241		267,510
Ineos Group Holdings PLC 8.50%, 2/15/16(a)		1,725		1,742,250
Kerling PLC 10.625%, 2/01/17(a)	EUR	885		1,386,125

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
KRATON Polymers LLC/KRATON Polymers Capital Corp. 6.75%, 3/01/19(a)	U.S.$	101	$	103,020
Lecta SA 5.093%, 2/15/14(a)(b)	EUR	484		649,529
Lyondell Chemical Co. 11.00%, 5/01/18	U.S.$	715		820,462
MacDermid, Inc. 9.50%, 4/15/17(a)		675		718,875
Nalco Co. 6.625%, 1/15/19(a)		291		300,821
NewMarket Corp. 7.125%, 12/15/16		615		641,137
NewPage Corp. 10.00%, 5/01/12		397		262,020
11.375%, 12/31/14		750		748,125
Norske Skogindustrier ASA 6.125%, 10/15/15(a)		661		588,290
Nova Chemicals Corp. 8.625%, 11/01/19		501		553,605
Novelis, Inc. 8.75%, 12/15/20(a)		1,976		2,178,540
Omnova Solutions, Inc. 7.875%, 11/01/18(a)		809		830,236
Peabody Energy Corp. 7.375%, 11/01/16		545		615,850
Polymer Group, Inc. 7.75%, 2/01/19(a)		1,300		1,353,625
Polypore International, Inc. 7.50%, 11/15/17(a)		380		393,300
Rain CII Carbon LLC/CII Carbon Corp. 8.00%, 12/01/18(a)		501		534,818
Rhodia SA 3.748%, 10/15/13(a)(b)	EUR	419		575,962
6.875%, 9/15/20(a)	U.S.$	406		415,643
Severstal OAO Via Steel Capital SA 9.25%, 4/19/14(a)		1,438		1,621,345
Solutia, Inc. 7.875%, 3/15/20		268		294,800
Steel Dynamics, Inc. 7.75%, 4/15/16		2,230		2,369,375
TPC Group LLC 8.25%, 10/01/17(a)		747		794,621
United States Steel Corp. 7.00%, 2/01/18		825		860,062
7.375%, 4/01/20		370		391,275
Vedanta Resources PLC 8.75%, 1/15/14(a)		1,400		1,491,000

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Verso Paper Holdings LLC / Verso Paper, Inc. 8.75%, 2/01/19(a)	U.S.$	360	$	376,200
Series B 11.375%, 8/01/16		900		956,250
Weyerhaeuser Co. 7.375%, 3/15/32		685		744,849
				36,980,438
Capital Goods – 5.1%
Alliant Techsystems, Inc. 6.875%, 9/15/20		320		330,800
Ardagh Packaging Finance PLC 7.375%, 10/15/17(a)		320		340,800
BE Aerospace, Inc. 6.875%, 10/01/20		333		347,153
Berry Plastics Corp. 9.75%, 1/15/21(a)		1,300		1,303,250
Bombardier, Inc. 7.50%, 3/15/18(a)		624		670,800
Building Materials Corp. of America 7.00%, 2/15/20(a)		689		726,034
7.50%, 3/15/20(a)		499		520,831
CNH America LLC 7.25%, 1/15/16		935		1,021,487
CPI International Acquisition, Inc. 8.00%, 2/15/18(a)		529		532,968
Grohe Holding GMBH 8.625%, 10/01/14(a)	EUR	834		1,186,843
Manitowoc Co., Inc. (The) 8.50%, 11/01/20	U.S.$	700		761,250
Masco Corp. 6.125%, 10/03/16		160		163,724
7.125%, 3/15/20		1,500		1,562,208
Mohawk Industries, Inc. 6.875%, 1/15/16		1,377		1,476,832
Nordenia Holdings AG 9.75%, 7/15/17(a)	EUR	517		796,906
Owens-Brockway Glass Container, Inc. 6.75%, 12/01/14	U.S.$	1,780		1,822,275
Plastipak Holdings, Inc. 8.50%, 12/15/15(a)		1,180		1,233,100
Ply Gem Industries, Inc. 8.25%, 2/15/18(a)		1,100		1,126,125
Pregis Corp. 5.998%, 4/15/13(b)	EUR	500		669,276
RBS Global, Inc. / Rexnord LLC 11.75%, 8/01/16	U.S.$	365		395,113

118 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu 7.125%, 4/15/19(a)	U.S.$	712	$	729,800
7.75%, 10/15/16(a)		118		125,670
8.25%, 2/15/21(a)		1,850		1,854,625
9.00%, 4/15/19(a)		638		665,115
RSC Equipment Rental Inc/RSC Holdings III LLC 8.25%, 2/01/21(a)		750		793,125
10.25%, 11/15/19		500		570,000
Smurfit Kappa Acquisitions 7.75%, 11/15/19(a)	EUR	1,000		1,476,546
Terex Corp. 8.00%, 11/15/17	U.S.$	536		561,460
TransDigm, Inc. 7.75%, 12/15/18(a)		1,200		1,293,000
United Rentals North America, Inc. 8.375%, 9/15/20		825		873,469
USG Corp. 6.30%, 11/15/16		1,115		1,056,462
				26,987,047
Communications - Media – 7.7%
Allbritton Communications Co. 8.00%, 5/15/18		1,410		1,476,975
Cablevision Systems Corp. 8.00%, 4/15/20		1,750		1,907,500
CCH II LLC / CCH II Capital Corp. 13.50%, 11/30/16		1,000		1,211,250
CCO Holdings LLC / CCO Holdings Capital Corp. 7.00%, 1/15/19		1,625		1,653,438
7.00%, 1/15/19(a)		625		634,375
7.875%, 4/30/18		664		708,820
8.125%, 4/30/20		219		236,246
Cengage Learning Acquisitions, Inc. 10.50%, 1/15/15(a)		850		881,875
Central European Media Enterprises Ltd. 11.625%, 9/15/16(a)	EUR	650		946,301
Cequel Communications Holdings I LLC and Cequel Capital Corp. 8.625%, 11/15/17(a)	U.S.$	1,015		1,073,363
CET 21 spol sro 9.00%, 11/01/17(a)	EUR	66		97,907
Charter Communications Operating LLC / Charter Communications Operating Capital 8.00%, 4/30/12(a)	U.S.$	800		842,000

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Citadel Broadcasting Corp. 7.75%, 12/15/18(a)	U.S.$	220	$	235,950
Clear Channel Communications, Inc. 5.75%, 1/15/13		391		383,180
10.75%, 8/01/16		1,635		1,594,125
Clear Channel Worldwide Holdings, Inc. 9.25%, 12/15/17		35		38,850
Series B 9.25%, 12/15/17		1,440		1,602,000
Columbus International, Inc. 11.50%, 11/20/14(a)		1,128		1,291,560
CSC Holdings LLC 6.75%, 4/15/12		73		76,011
7.625%, 7/15/18		535		588,500
7.875%, 2/15/18		640		713,600
Dex One Corp. 12.00%, 1/29/17(c)		338		233,398
DISH DBS Corp. 6.625%, 10/01/14		970		1,028,200
7.125%, 2/01/16		650		693,875
Intelsat Jackson Holdings SA 7.25%, 10/15/20(a)		1,100		1,130,250
11.25%, 6/15/16		612		654,840
Intelsat Luxembourg SA 11.25%, 2/04/17		1,725		1,908,281
11.50%, 2/04/17(c)		873		969,182
Lamar Media Corp. 6.625%, 8/15/15		1,440		1,476,000
Liberty Media LLC 5.70%, 5/15/13		545		568,163
LIN Television Corp. 6.50%, 5/15/13		725		728,625
Local TV Finance LLC 9.25%, 6/15/15(a)(c)		525		509,250
New York Times Co. (The) 6.625%, 12/15/16(a)		500		508,750
Nielsen Finance LLC / Nielsen Finance Co. 7.75%, 10/15/18(a)		360		389,250
Quebecor Media, Inc. 7.75%, 3/15/16		2,455		2,553,200
Rainbow National Services LLC 8.75%, 9/01/12(a)		1,224		1,228,590
10.375%, 9/01/14(a)		473		492,511
Sinclair Television Group, Inc. 8.375%, 10/15/18(a)		600		634,500
9.25%, 11/01/17(a)		160		180,800

120 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Univision Communications, Inc. 8.50%, 5/15/21(a)	U.S.$	470	$	489,975
9.75%, 3/15/15(a)(c)		406		426,123
12.00%, 7/01/14(a)		650		708,500
UPCB Finance III Ltd. 6.625%, 7/01/20(a)		385		383,556
Valassis Communications, Inc. 6.625%, 2/01/21(a)		500		493,750
WMG Holdings Corp. 9.50%, 12/15/14		2,096		2,111,720
XM Satellite Radio, Inc. 7.625%, 11/01/18(a)		975		1,033,500
Ziggo Bond Co. BV 8.00%, 5/15/18(a)	EUR	800		1,183,997
				40,912,612
Communications - Telecommunications – 4.9%
Cincinnati Bell, Inc. 8.75%, 3/15/18	U.S.$	750		719,063
Clearwire Communications LLC/Clearwire Finance, Inc. 12.00%, 12/01/15(a)		1,200		1,308,000
Cricket Communications, Inc. 7.75%, 5/15/16-10/15/20		1,060		1,094,950
Crown Castle International Corp. 7.125%, 11/01/19		1,000		1,063,750
Digicel Group Ltd. 10.50%, 4/15/18(a)		1,083		1,234,620
Fairpoint Communications, Inc. Series 1 13.125%, 4/02/18(d)		1,966		9,830
Frontier Communications Corp. 6.25%, 1/15/13		851		903,124
9.00%, 8/15/31		545		573,613
Level 3 Financing, Inc. 8.75%, 2/15/17		685		673,013
9.25%, 11/01/14		1,200		1,239,000
MetroPCS Wireless, Inc. 7.875%, 9/01/18		1,950		2,059,687
Mobile Telesystems Finance SA 8.00%, 1/28/12(a)		1,558		1,635,900
PAETEC Holdings Corp. 9.875%, 12/01/18(a)		1,045		1,125,987
Qwest Communications International, Inc. 7.50%, 2/15/14		350		355,250
Sprint Capital Corp. 6.875%, 11/15/28		1,315		1,185,144
8.75%, 3/15/32		1,180		1,227,200

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Sprint Nextel Corp. 6.00%, 12/01/16	U.S.$	1,000	$	997,500
Sunrise Communications Holdings SA 8.50%, 12/31/18(a)	EUR	350		524,036
tw telecom holdings, Inc 8.00%, 3/01/18	U.S.$	1,039		1,114,327
Vimpel Communications Via VIP Finance Ireland Ltd. OJSC 8.375%, 4/30/13(a)		1,560		1,688,700
Wind Acquisition Finance SA 7.25%, 2/15/18(a)		2,600		2,704,000
Windstream Corp. 7.875%, 11/01/17		675		733,219
8.125%, 9/01/18		900		963,000
8.625%, 8/01/16		1,070		1,131,525
				26,264,438
Consumer Cyclical - Automotive – 3.6%
Affinia Group, Inc. 9.00%, 11/30/14(a)		305		311,100
9.00%, 11/30/14		545		555,900
Allison Transmission, Inc. 11.00%, 11/01/15(a)		560		609,000
ArvinMeritor, Inc. 8.125%, 9/15/15		500		536,250
Cooper-Standard Automotive, Inc. 8.50%, 5/01/18		625		675,000
Dana Holding Corp. 6.50%, 2/15/19		140		141,400
6.75%, 2/15/21		111		112,388
Exide Technologies 8.625%, 2/01/18(a)		268		285,755
Ford Motor Co. 7.45%, 7/16/31		1,000		1,088,447
Ford Motor Credit Co. LLC 3.053%, 1/13/12(b)		2,785		2,813,379
7.00%, 10/01/13		2,734		2,969,047
8.00%, 12/15/16		2,665		3,018,550
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20		1,464		1,573,800
8.75%, 8/15/20		857		944,842
Keystone Automotive Operations, Inc. 9.75%, 11/01/13(e)		1,436		574,400
Lear Corp. 7.875%, 3/15/18		150		165,375
8.125%, 3/15/20		250		280,000

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Navistar International Corp. 8.25%, 11/01/21	U.S.$	1,010	$	1,118,575
Tenneco, Inc. 6.875%, 12/15/20(a)		330		342,375
Tower Automotive Holdings USA LLC / TA Holdings Finance, Inc. 10.625%, 9/01/17(a)		746		835,520
Uncle Acquisition 2010 Corp. 8.625%, 2/15/19(a)		402		428,130
				19,379,233
Consumer Cyclical - Entertainment – 0.8%
AMC Entertainment Holdings, Inc. 9.75%, 12/01/20(a)		425		455,812
ClubCorp Club Operations, Inc. 10.00%, 12/01/18(a)		775		783,719
Greektown Holdings LLC 10.75%, 12/01/13(d) (e)		525		0
NAI Entertainment Holdings LLC 8.25%, 12/15/17(a)		930		999,750
Pinnacle Entertainment, Inc. 7.50%, 6/15/15		600		609,000
8.75%, 5/15/20		625		666,406
Regal Entertainment Group 9.125%, 8/15/18		770		823,900
				4,338,587
Consumer Cyclical - Other – 6.1%
Beazer Homes USA, Inc. 12.00%, 10/15/17		425		494,063
Boyd Gaming Corp. 7.125%, 2/01/16		900		861,750
9.125%, 12/01/18(a)		525		551,250
Broder Brothers Co. 12.00%, 10/15/13(c)(f)		354		345,600
Caesars Entertainment Operating Co., Inc 10.00%, 12/15/18		1,700		1,598,000
10.75%, 2/01/16		1,016		1,003,300
11.25%, 6/01/17		1,100		1,248,500
Chukchansi Economic Development Authority 8.00%, 11/15/13(a)		540		405,000
CityCenter Holdings LLC / CityCenter Finance Corp. 7.625%, 1/15/16(a)		1,111		1,158,217

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
DR Horton, Inc. 6.50%, 4/15/16	U.S.$	1,180	$	1,233,100
Host Hotels & Resorts LP 6.875%, 11/01/14		385		398,475
Series Q 6.75%, 6/01/16		935		970,062
Isle of Capri Casinos, Inc. 7.00%, 3/01/14		620		614,575
K Hovnanian Enterprises, Inc. 6.25%, 1/15/16		655		520,725
10.625%, 10/15/16		500		541,875
KB Home 6.375%, 8/15/11		125		126,875
Lennar Corp. Series B 6.50%, 4/15/16		2,500		2,493,750
Levi Strauss & Co. 8.875%, 4/01/16		742		776,318
M/I Homes, Inc. 8.625%, 11/15/18(a)		540		549,450
Marina District Finance Co., Inc. 9.50%, 10/15/15(a)		255		265,838
9.875%, 8/15/18(a)		745		776,663
MCE Finance Ltd. 10.25%, 5/15/18		460		529,000
MGM Resorts International 6.625%, 7/15/15		1,222		1,160,900
7.625%, 1/15/17		1,610		1,543,587
NCL Corp. Ltd. 9.50%, 11/15/18(a)		800		866,000
11.75%, 11/15/16		500		590,625
Quiksilver, Inc. 6.875%, 4/15/15		650		645,125
Realogy Corp. Class A 11.00%, 4/15/18(a)		570		592,800
Royal Caribbean Cruises Ltd. 7.00%, 6/15/13		2,385		2,557,912
Seminole Indian Tribe of Florida 6.535%, 10/01/20(a)		94		92,592
7.75%, 10/01/17(a)		531		563,524
Standard Pacific Corp. 8.375%, 5/15/18(a)		500		530,000
10.75%, 9/15/16		555		652,125
Starwood Hotels & Resorts Worldwide, Inc. 6.25%, 2/15/13		2,065		2,199,225
7.875%, 5/01/12		539		567,298

124 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Station Casinos, Inc. 6.625%, 3/15/18(d)	U.S.$	3,610	$	361
William Lyon Homes, Inc. 10.75%, 4/01/13		847		724,185
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.75%, 8/15/20		1,900		2,009,250
				32,757,895
Consumer Cyclical - Restaurants – 0.5%
Burger King Corp. 9.875%, 10/15/18		640		683,200
CKE Restaurants, Inc. 11.375%, 7/15/18		750		841,875
Dunkin Finance Corp. 9.625%, 12/01/18(a)		384		388,800
Landry’s Restaurants, Inc. Series 144 11.625%, 12/01/15(a)		455		493,675
				2,407,550
Consumer Cyclical - Retailers – 2.7%
Asbury Automotive Group, Inc. 7.625%, 3/15/17		77		78,925
8.375%, 11/15/20(a)		357		374,850
AutoNation, Inc. 6.75%, 4/15/18		120		124,800
Bon-Ton Department Stores, Inc. (The) 10.25%, 3/15/14		1,195		1,226,369
Burlington Coat Factory Warehouse Corp. 10.00%, 2/15/19(a)		121		122,210
Giraffe Acquisition Corp. 9.125%, 12/01/18(a)		1,100		1,127,500
JC Penney Corp., Inc. 7.40%, 4/01/37		525		504,000
Limited Brands, Inc. 5.25%, 11/01/14		328		343,170
6.90%, 7/15/17		1,645		1,764,262
Macy’s Retail Holdings, Inc. 5.75%, 7/15/14		960		1,024,800
5.90%, 12/01/16		1,495		1,595,912
Michaels Stores, Inc. 7.75%, 11/01/18(a)		500		516,250
11.375%, 11/01/16		565		617,263
Neiman Marcus Group, Inc. (The) 9.00%, 10/15/15(c)		619		648,519
Penske Automotive Group, Inc. 7.75%, 12/15/16		250		258,125

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 125

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Rite Aid Corp. 6.875%, 8/15/13	U.S.$	580	$	566,950
8.00%, 8/15/20		1,000		1,081,250
9.50%, 6/15/17		445		409,400
Toys R US – Delaware, Inc. 7.375%, 9/01/16(a)		805		848,269
Toys R US, Inc. 7.375%, 10/15/18		900		902,250
YCC Holdings LLC / Yankee Finance, Inc. 10.25%, 2/15/16(a)		130		133,900
				14,268,974
Consumer Non-Cyclical – 7.0%
ACCO Brands Corp. 7.625%, 8/15/15		1,000		1,018,750
10.625%, 3/15/15		760		858,800
Alere, Inc. 8.625%, 10/01/18		800		848,000
AMGH Merger Sub, Inc. 9.25%, 11/01/18(a)		720		775,800
ARAMARK Corp. 8.50%, 2/01/15		1,710		1,786,950
Aurora Diagnostics Holdings / Aurora Diagnostics Financing, Inc. 10.75%, 1/15/18(a)		775		800,187
Bakkavor Finance 2 PLC 8.25%, 2/15/18(a)	GBP	500		800,632
Bausch & Lomb, Inc. 9.875%, 11/01/15	U.S.$	390		422,175
Biomet, Inc. 11.625%, 10/15/17		520		586,300
BioScrip, Inc. 10.25%, 10/01/15		500		527,500
Blue Merger Sub, Inc. 7.625%, 2/15/19(a)		255		257,550
Care UK Health & Social Care PLC 9.75%, 8/01/17(a)	GBP	525		923,877
Catalent Pharma Solutions, Inc. 9.50%, 4/15/15(c)	U.S.$	1,320		1,356,645
CHS/Community Health Systems, Inc. 8.875%, 7/15/15		891		944,460
ConvaTec Healthcare E SA 10.50%, 12/15/18(a)		521		556,167
Del Monte Corp. 6.75%, 2/15/15		395		400,925
DJO Finance LLC / DJO Finance Corp. 10.875%, 11/15/14		520		570,050

126 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Dole Food Co., Inc. 8.00%, 10/01/16(a)	U.S.$	500	$	533,750
Elan Finance PLC / Elan Finance Corp. 8.75%, 10/15/16(a)		500		526,250
Elizabeth Arden, Inc. 7.375%, 3/15/21(a)		445		467,250
Gentiva Health Services, Inc. 11.50%, 9/01/18		425		478,656
Giant Funding Corp. 8.25%, 2/01/18(a)		700		719,250
HCA Holdings, Inc. 7.75%, 5/15/21(a)		700		736,750
HCA, Inc. 6.375%, 1/15/15		3,348		3,456,810
6.50%, 2/15/16		1,520		1,561,800
9.625%, 11/15/16(c)		2,803		3,041,255
Healthsouth Corp. 10.75%, 6/15/16		480		513,600
IASIS Healthcare LLC / IASIS Capital Corp. 8.75%, 6/15/14		424		435,130
Jarden Corp. 7.50%, 1/15/20		280		295,400
Mylan, Inc./PA 7.625%, 7/15/17(a)		125		137,344
7.875%, 7/15/20(a)		750		838,125
NBTY, Inc. 9.00%, 10/01/18(a)		250		271,250
New Albertsons, Inc. 7.45%, 8/01/29		1,220		972,950
Picard Bondco SA 9.00%, 10/01/18(a)	EUR	575		858,933
Pilgrim’s Pride Corp. 7.875%, 12/15/18(a)	U.S.$	950		933,375
R&R Ice Cream PLC 8.375%, 11/15/17(a)	EUR	600		863,159
Select Medical Corp. 6.237%, 9/15/15(b)	U.S.$	500		485,000
7.625%, 2/01/15		1,015		1,031,494
Stater Bros Holdings, Inc. 7.375%, 11/15/18(a)		275		286,687
SUPERVALU, Inc. 8.00%, 5/01/16		1,205		1,198,975
Tenet Healthcare Corp. 8.875%, 7/01/19		900		1,023,750
Universal Hospital Services, Inc. 3.834%, 6/01/15(b)		895		859,200

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 127

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II Inc. 7.75%, 2/01/19(a)	U.S.$	600	$	610,500
Visant Corp. 10.00%, 10/01/17		550		595,375
Voyager Learning Exchange 8.375%, 12/01/14(d)(e)(g)		982		1
				37,166,787
Energy – 6.0%
Antero Resources Finance Corp. 9.375%, 12/01/17		495		534,600
ATP Oil & Gas Corp. 11.875%, 5/01/15		635		647,700
Basic Energy Services, Inc. 7.75%, 2/15/19(a)		500		518,750
Bluewater Holding BV 3.303%, 7/17/14(a)(b)		600		480,000
Calfrac Holdings LP 7.50%, 12/01/20(a)		289		296,225
Chaparral Energy, Inc. 8.25%, 9/01/21(a)		300		305,250
8.875%, 2/01/17		900		949,500
Chesapeake Energy Corp. 6.50%, 8/15/17		2,350		2,520,375
6.625%, 8/15/20		500		525,000
Cie Generale de Geophysique-Veritas 7.50%, 5/15/15		167		172,845
7.75%, 5/15/17		195		206,213
Citgo Petroleum Corp. 11.50%, 7/01/17(a)		891		1,024,650
Complete Production Services, Inc. 8.00%, 12/15/16		1,325		1,401,187
Continental Resources, Inc./OK 7.125%, 4/01/21		150		159,750
Deepsea Metro I 11.00%, 12/09/15		200		204,155
Denbury Resources, Inc. 6.375%, 8/15/21		1,202		1,214,020
8.25%, 2/15/20		95		105,688
Energy XXI Gulf Coast, Inc. 7.75%, 6/15/19(a)		900		909,000
9.25%, 12/15/17(a)		800		860,000
Expro Finance Luxembourg SCA 8.50%, 12/15/16(a)		114		117,135
Forest Oil Corp. 7.25%, 6/15/19		1,915		1,982,025

128 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Hercules Offshore, Inc. 10.50%, 10/15/17(a)	U.S.$	604	$	599,470
Hilcorp Energy I LP/Hilcorp Finance Co. 7.75%, 11/01/15(a)		1,425		1,482,000
McJunkin Red Man Corp. 9.50%, 12/15/16(a)		1,000		990,000
Newfield Exploration Co. 7.125%, 5/15/18		1,135		1,211,612
Offshore Group Investments Ltd. 11.50%, 8/01/15(a)		1,100		1,232,000
OPTI Canada, Inc. 8.25%, 12/15/14		1,588		865,460
Parker Drilling Co. 9.125%, 4/01/18		520		559,000
Petrohawk Energy Corp. 7.25%, 8/15/18(a)		500		517,500
7.25%, 8/15/18		800		828,000
PHI, Inc. 8.625%, 10/15/18		400		419,000
Pioneer Natural Resources Co. 5.875%, 7/15/16		995		1,038,512
Plains Exploration & Production Co. 7.00%, 3/15/17		847		882,998
7.75%, 6/15/15		1,089		1,143,450
Range Resources Corp. 7.50%, 5/15/16		940		982,300
SandRidge Energy, Inc. 8.75%, 1/15/20		775		837,000
Southwestern Energy Co. 7.50%, 2/01/18		1,025		1,165,938
Tesoro Corp. 6.25%, 11/01/12		680		715,700
6.50%, 6/01/17		1,460		1,503,800
				32,107,808
Other Industrial – 1.7%
Briggs & Stratton Corp. 6.875%, 12/15/20		152		160,360
Brightstar Corp. 9.50%, 12/01/16(a)		650		695,500
Exova Ltd. 10.50%, 10/15/18(a)	GBP	500		815,995
Interline Brands, Inc. 7.00%, 11/15/18	U.S.$	704		730,400
KUKA AG 8.75%, 11/15/17(a)	EUR	711		1,054,667
Liberty Tire Recycling 11.00%, 10/01/16(a)	U.S.$	1,100		1,226,500

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Mueller Water Products, Inc. 8.75%, 9/01/20	U.S.$	322	$	356,615
Neenah Foundry Co. 15.00%, 7/29/15(e)		315		311,848
New Enterprise Stone & Lime Co. 11.00%, 9/01/18(a)		950		971,375
Pipe Holdings PLC 9.50%, 11/01/15(a)	GBP	439		752,911
Sensus USA, Inc. 8.625%, 12/15/13	U.S.$	655		664,825
Yioula Glassworks SA 9.00%, 12/01/15(f)	EUR	900		1,068,081
				8,809,077
Services – 1.5%
Mobile Mini, Inc. 7.875%, 12/01/20(a)	U.S.$	309		329,085
Realogy Corp. 12.375%, 4/15/15		305		308,050
Service Corp. International/US 6.75%, 4/01/16		2,000		2,125,000
ServiceMaster Co. (The) 10.75%, 7/15/15(a)(c)		835		897,625
Ticketmaster Entertainment LLC / Ticketmaster Noteco, Inc. 10.75%, 8/01/16		940		1,031,650
Travelport LLC 9.875%, 9/01/14		1,635		1,596,169
West Corp. 7.875%, 1/15/19(a)		1,750		1,795,937
8.625%, 10/01/18(a)		133		140,980
				8,224,496
Technology – 3.4%
Advanced Micro Devices, Inc. 7.75%, 8/01/20		121		126,445
8.125%, 12/15/17		202		215,130
Alcatel-Lucent USA, Inc. 6.45%, 3/15/29		1,260		1,096,200
Amkor Technology, Inc. 9.25%, 6/01/16		260		275,600
Aspect Software, Inc. 10.625%, 5/15/17(a)		500		532,500
Buccaneer Merger Sub, Inc. 9.125%, 1/15/19(a)		250		270,000
CDW LLC / CDW Finance Corp. 8.00%, 12/15/18(a)		671		721,325
11.50%, 10/12/15(c)		500		542,500

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Ceridian Corp. 11.25%, 11/15/15	U.S.$	450	$	471,375
CommScope, Inc. 8.25%, 1/15/19(a)		1,500		1,556,250
DCP LLC/DCP Corp. 10.75%, 8/15/15(a)		680		659,600
Eastman Kodak Co. 7.25%, 11/15/13		251		242,843
First Data Corp. 9.875%, 9/24/15		831		839,310
11.25%, 3/31/16		1,100		1,061,500
Freescale Semiconductor, Inc. 8.875%, 12/15/14		1,380		1,443,825
10.125%, 12/15/16		1,200		1,296,000
Interactive Data Corp. 10.25%, 8/01/18(a)		750		840,000
Iron Mountain, Inc. 6.625%, 1/01/16		1,360		1,366,800
NXP BV / NXP Funding LLC 3.053%, 10/15/13(b)		1,000		995,000
9.50%, 10/15/15		920		982,100
Sanmina-SCI Corp. 8.125%, 3/01/16		500		515,000
Seagate Technology HDD Holdings 6.375%, 10/01/11		503		514,317
Serena Software, Inc. 10.375%, 3/15/16		875		918,750
SunGard Data Systems, Inc. 7.625%, 11/15/20(a)		800		826,000
				18,308,370
Transportation - Airlines – 0.8%
Air Canada 12.00%, 2/01/16(a)		500		538,750
AMR Corp. 9.00%, 8/01/12		1,570		1,609,250
Continental Airlines 2003-ERJ1 Pass Through Trust Series RJ03 7.875%, 7/02/18		444		445,789
Continental Airlines, Inc. 8.75%, 12/01/11		1,330		1,371,562
Delta Air Lines, Inc. 9.50%, 9/15/14(a)		391		426,190
				4,391,541

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Transportation - Railroads – 0.1%
Florida East Coast Railway Corp. 8.125%, 2/01/17(a)	U.S.$	164	$	171,380
Kansas City Southern Railway 13.00%, 12/15/13		311		371,645
				543,025
Transportation - Services – 1.1%
Avis Budget Car Rental LLC / Avis Budget Finance, Inc. 7.75%, 5/15/16		1,660		1,730,550
Hapag-Lloyd AG 9.75%, 10/15/17(a)		500		548,750
Hertz Corp. (The) 6.75%, 4/15/19(a)		636		648,720
7.375%, 1/15/21(a)		1,775		1,854,875
8.875%, 1/01/14		421		432,051
Swift Services Holdings, Inc. 10.00%, 11/15/18(a)		413		452,235
				5,667,181
				319,515,058
Financial Institutions – 8.9%
Banking – 2.1%
ABN Amro Bank NV 4.31%, 3/10/16	EUR	980		1,041,310
HBOS Capital Funding LP 6.071%, 6/30/14(a)		U.S.$ 1,325		1,185,875
HT1 Funding GMBH 6.352%, 6/30/17	EUR	825		899,382
LBG Capital No.1 PLC 8.00%, 6/15/20(a)	U.S.$	1,750		1,650,250
Regions Bank/Birmingham AL 6.45%, 6/26/37		600		549,780
Royal Bank of Scotland Group PLC 6.99%, 10/05/17(a)(d)		2,715		2,334,900
Swedbank AB 5.75%, 3/17/16	GBP	850		1,291,984
Telenet Finance III Luxembourg S.C.A. 6.625%, 2/15/21(a)	EUR	1,000		1,380,709
UT2 Funding PLC 5.321%, 6/30/16		634		778,651
				11,112,841
Brokerage – 0.6%
E*Trade Financial Corp. 7.375%, 9/15/13	U.S.$	995		997,487

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Lehman Brothers Holdings, Inc. 5.625%, 1/24/13(d)	U.S.$	5,500	$	1,423,125
Nuveen Investments, Inc. 10.50%, 11/15/15		900		920,250
				3,340,862
Finance – 4.2%
AGFC Capital Trust I 6.00%, 1/15/67(a)		2,245		1,347,000
Ally Financial, Inc. 6.75%, 12/01/14		760		822,458
6.875%, 9/15/11		1,935		1,978,537
8.00%, 11/01/31		1,332		1,525,140
Series 8 6.75%, 12/01/14		1,657		1,772,990
Capmark Financial Group, Inc. 5.875%, 5/10/12(d)		1,666		781,892
CIT Group, Inc. 7.00%, 5/01/13-5/01/17		6,252		6,312,207
International Lease Finance Corp. 6.375%, 3/25/13		1,715		1,787,888
iStar Financial, Inc. Series B 5.125%, 4/01/11		850		850,531
5.70%, 3/01/14		1,100		1,056,000
Residential Capital LLC 9.625%, 5/15/15		2,195		2,216,950
Springleaf Finance Corp. 6.90%, 12/15/17		1,930		1,732,175
				22,183,768
Insurance – 1.4%
Genworth Financial, Inc. 6.15%, 11/15/66		1,445		1,136,131
Hartford Financial Services Group, Inc. 8.125%, 6/15/38		1,000		1,105,000
ING Capital Funding Trust III Series 9 3.903%, 3/31/11(b)		1,294		1,241,632
Liberty Mutual Group, Inc. 7.80%, 3/15/37(a)		495		495,000
MBIA Insurance Corp. 14.00%, 1/15/33(a)		2,385		1,502,550
Stoneheath RE 6.868%, 10/15/11		250		221,250
XL Group PLC Series E 6.50%, 4/15/17		2,100		1,942,500
				7,644,063

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Other Finance – 0.4%
FTI Consulting, Inc. 6.75%, 10/01/20(a)	U.S.$	500	$	500,000
Icahn Enterprises LP / Icahn Enterprises Finance Corp. 8.00%, 1/15/18		750		776,250
iPayment, Inc. 9.75%, 5/15/14		675		669,094
				1,945,344
REITS – 0.2%
Developers Diversified Realty Corp. 7.875%, 9/01/20		1,000		1,170,932
Sabra Health Care LP/Sabra Capital Corp. 8.125%, 11/01/18(a)		174		183,570
				1,354,502
				47,581,380
Utility – 6.4%
Electric – 4.8%
AES Corp. (The) 7.75%, 3/01/14		1,430		1,555,125
8.00%, 10/15/17		1,240		1,345,400
Calpine Corp. 7.25%, 10/15/17(a)		2,250		2,356,875
7.875%, 1/15/23(a)		500		513,750
CMS Energy Corp. 6.25%, 2/01/20		1,000		1,051,210
Dynegy Holdings, Inc. 7.75%, 6/01/19		1,960		1,416,100
8.375%, 5/01/16		780		625,950
Dynegy Roseton / Danskammer Pass Through Trust Series B 7.67%, 11/08/16		1,222		1,188,395
Edison Mission Energy 7.00%, 5/15/17		2,090		1,698,125
7.50%, 6/15/13		360		360,450
7.75%, 6/15/16		295		264,025
Energy Future Holdings Corp. 10.25%, 1/15/20(a)		448		466,526
10.875%, 11/01/17		304		252,320
Series P 5.55%, 11/15/14		957		634,013
Series Q 6.50%, 11/15/24		3,106		1,452,055
Energy Future Intermediate Holding Co. LLC / EFIH Finance, Inc. 10.00%, 12/01/20		792		826,731

134 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
GenOn Energy, Inc. 7.875%, 6/15/17	U.S.$	840	$	842,100
9.50%, 10/15/18(a)		650		680,875
9.875%, 10/15/20(a)		1,265		1,331,412
Homer City Funding LLC 8.137%, 10/01/19		77		74,161
8.734%, 10/01/26		140		128,219
Mirant Americas Generation LLC 8.50%, 10/01/21		725		764,875
NRG Energy, Inc. 7.375%, 2/01/16-1/15/17		2,955		3,093,769
8.25%, 9/01/20(a)		975		1,026,187
PPL Capital Funding, Inc. Series A 6.70%, 3/30/67		800		786,000
Texas Competitive Electric Holdings Co. LLC Series A 10.25%, 11/01/15		1,401		788,062
				25,522,710
Natural Gas – 1.6%
El Paso Corp. Series G 7.375%, 12/15/12		385		409,939
7.75%, 1/15/32		855		905,271
El Paso Pipeline Partners Operating Co. LLC 6.50%, 4/01/20		550		606,882
Enterprise Products Operating LLC Series A 8.375%, 8/01/66		1,620		1,747,575
Inergy LP/Inergy Finance Corp. 6.875%, 8/01/21(a)		1,000		1,022,500
Kinder Morgan Finance Co. ULC 5.70%, 1/05/16		1,765		1,840,012
MarkWest Energy Partners LP / MarkWest Energy Finance Corp. 6.50%, 8/15/21		1,600		1,598,000
Targa Resources Partners LP / Targa Resources Partners Finance Corp. 6.875%, 2/01/21(a)		330		326,700
				8,456,879
				33,979,589
Total Corporates - Non-Investment Grades (cost $366,049,541)				401,076,028

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
CORPORATES - INVESTMENT GRADES – 9.0%
Financial Institutions – 5.5%
Banking – 3.5%
American Express Co. 6.80%, 9/01/66	U.S.$	900	$	914,940
Assured Guaranty Municipal Holdings, Inc. 6.40%, 12/15/66(a)		1,400		882,000
Barclays Bank PLC 4.75%, 3/15/20	EUR	520		509,478
5.926%, 12/15/16(a)	U.S.$	1,300		1,199,250
BBVA International Preferred SA Unipersonal 5.919%, 4/18/17		400		324,534
Series E 8.50%, 10/21/14	EUR	750		1,060,836
Bear Stearns Cos. LLC (The) 5.55%, 1/22/17	U.S.$	435		466,049
Capital One Financial Corp. 6.75%, 9/15/17		663		765,245
Citigroup, Inc. 5.50%, 4/11/13		400		428,800
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 8.375%, 7/26/16		1,100		1,149,500
Countrywide Financial Corp. 6.25%, 5/15/16		1,221		1,308,085
Countrywide Home Loans, Inc. Series L 4.00%, 3/22/11		56		56,111
Credit Agricole SA 6.637%, 5/31/17(a)		1,100		981,750
Huntington BancShares, Inc. 7.00%, 12/15/20		170		186,224
Itau Unibanco Holding SA 10.50%, 11/23/15(a)	BRL	900		562,462
Merrill Lynch & Co., Inc. 5.70%, 5/02/17	U.S.$	365		379,748
National Capital Trust II 5.486%, 3/23/15(a)		647		646,645
Societe Generale 6.999%, 12/19/17	EUR	700		934,571
UBS AG/Jersey 4.28%, 4/15/15		820		1,007,087
Unicredito Italiano Capital Trust III 4.028%, 10/27/15		1,300		1,385,815
Wachovia Bank NA 6.75%, 5/25/17	AUD	2,050		1,888,761

136 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Zions Bancorporation 7.75%, 9/23/14	U.S.$	1,480	$	1,609,109
				18,647,000
Finance – 0.2%
SLM Corp. 5.125%, 8/27/12		255		264,619
8.00%, 3/25/20		525		557,156
Series A
5.00%, 10/01/13		400		413,578
				1,235,353
Insurance – 1.6%
American International Group, Inc.
6.25%, 3/15/37		1,461		1,336,815
8.175%, 5/15/58		725		795,687
Assured Guaranty US Holdings, Inc. Series A 6.40%, 12/15/66		952		718,760
Coventry Health Care, Inc.
5.875%, 1/15/12		683		709,147
5.95%, 3/15/17		60		62,288
6.125%, 1/15/15		30		31,946
6.30%, 8/15/14		185		197,637
Crum & Forster Holdings Corp. 7.75%, 5/01/17		760		797,050
Liberty Mutual Group, Inc. 5.75%, 3/15/14(a)		450		478,281
Metlife Capital Trust IV 7.875%, 12/15/37(a)		750		808,125
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)		575		685,459
Suncorp Metway Insurance Ltd. Series 1 6.75%, 9/23/24	AUD	1,000		905,238
XL Capital Finance Europe PLC 6.50%, 1/15/12	U.S.$	1,000		1,045,337
				8,571,770
REITS – 0.2%
Entertainment Properties Trust 7.75%, 7/15/20(a)		842		886,205
ProLogis 6.875%, 3/15/20		72		80,153
				966,358
				29,420,481

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 137

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Industrial – 3.0%
Basic – 0.4%
Commercial Metals Co. 6.50%, 7/15/17	U.S.$	500	$	514,039
Freeport-McMoRan Copper & Gold, Inc. 8.375%, 4/01/17		485		538,350
Mosaic Co. (The) 7.625%, 12/01/16(a)		875		947,187
				1,999,576
Capital Goods – 0.1%
Tyco International Finance SA 8.50%, 1/15/19		375		485,140
Communications - Media – 0.5%
DirecTV Holdings LLC / DirecTV Financing Co., Inc. 6.375%, 6/15/15		811		836,344
Virgin Media Secured Finance PLC 6.50%, 1/15/18		1,500		1,642,500
				2,478,844
Communications - Telecommunications – 0.3%
American Tower Corp. 7.00%, 10/15/17		310		349,954
Qwest Corp. 6.875%, 9/15/33		1,240		1,235,350
				1,585,304
Consumer Cyclical - Other – 0.3%
Toll Brothers Finance Corp. 5.15%, 5/15/15		1,443		1,481,768
Consumer Cyclical - Retailers – 0.1%
CVS Caremark Corp. 6.302%, 6/01/37		575		566,375
Consumer Non-Cyclical – 0.3%
Reynolds American, Inc. 7.25%, 6/01/12-6/01/12		745		817,292
Ventas Realty LP / Ventas Capital Corp. 6.75%, 4/01/17		832		882,688
				1,699,980
Energy – 0.4%
National Oilwell Varco, Inc. Series B 6.125%, 8/15/15		856		884,367

138 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
TNK-BP Finance SA
7.25%, 2/02/20(a)	U.S.$	204	$	222,115
7.50%, 7/18/16(a)		520		579,150
7.875%, 3/13/18(a)		680		770,984
				2,456,616
Other Industrial – 0.1%
Noble Group Ltd. 6.625%, 3/17/15(a)		650		666,250
Services – 0.2%
Expedia, Inc. 8.50%, 7/01/16		1,070		1,175,662
Technology – 0.1%
Motorola, Inc. 7.50%, 5/15/25		470		527,359
Transportation - Services – 0.2%
Aviation Capital Group 7.125%, 10/15/20(a)		920		966,364
				16,089,238
Utility – 0.5%
Electric – 0.5%
Allegheny Energy Supply Co. LLC 8.25%, 4/15/12(a)		380		405,873
KCP&L Greater Missouri Operations Co. 11.875%, 7/01/12		596		668,158
Oncor Electric Delivery Co. LLC 5.95%, 9/01/13		490		538,275
6.80%, 9/01/18		315		365,786
Sierra Pacific Power Co. Series M 6.00%, 5/15/16		440		496,629
				2,474,721
Total Corporates - Investment Grades (cost $40,299,349)				47,984,440
COMMERCIAL MORTGAGE-BACKED SECURITIES – 2.5%
Non-Agency Fixed Rate CMBS – 2.5%
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-CD1, Class AJ 5.222%, 7/15/44		1,170		1,189,855
Credit Suisse First Boston Mortgage Securities Corp. Series 2005-C6, Class AJ 5.23%, 12/15/40		1,000		1,021,617

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 5.826%, 6/15/38	U.S.$	2,375	$	2,601,692
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-C1, Class A4 5.716%, 2/15/51		1,100		1,163,042
Series 2007-CB18, Class A4 5.44%, 6/12/47		1,875		1,992,516
Series 2007-LD11, Class A4 5.818%, 6/15/49		2,000		2,154,180
LB-UBS Commercial Mortgage Trust Series 2006-C7, Class A3 5.347%, 11/15/38		1,875		2,008,567
Morgan Stanley Capital I Series 2005-HQ6, Class AJ 5.073%, 8/13/42		1,125		1,156,351
Total Commercial Mortgage-Backed Securities (cost $11,441,903)				13,287,820
BANK LOANS – 2.1%
Industrial – 1.8%
Basic – 0.0%
Novelis, Inc. 5.25%, 12/17/16(b)		90		91,097
Capital Goods – 0.5%
Harbor Freight Tools USA, Inc. / Central Purchasing, LLC 6.50%, 12/22/17(b)		1,300		1,311,921
Hawker Beechcraft Acquisition Company LLC 10.50%, 3/26/14(b)		1,234		1,249,187
				2,561,108
Communications - Telecommunications – 0.2%
Lightsquared LP 12.00%, 10/01/14(b)		1,320		1,301,571
Consumer Cyclical - Entertainment –0.4%
ClubCorp Club Operations Inc. 6.00%, 11/30/16(b)		550		555,500
Las Vegas Sands, LLC 3.04%, 11/23/16(b)		1,588		1,577,887
				2,133,387

140 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Other – 0.0%
Great Atlantic & Pacific Tea Company, Inc., The 8.75%, 6/14/12(b)	U.S.$	50	$	50,563
Other Industrial – 0.2%
Metaldyne LLC 7.75%, 10/22/16(b)		773		786,591
Services – 0.3%
Advantage Sales & Marketing Inc. 5.25%, 12/17/17(b)		225		226,179
Koosharem LLC 10.25%, 6/30/14(b)(c)		1,408		1,238,835
				1,465,014
Technology – 0.2%
EchoStar Satellite Services, LLC 6/30/19(h)		1,000		1,000,000
				9,389,331
Financial Institutions – 0.3%
Finance – 0.3%
CIT Group, Inc. 6.25%, 8/11/15(b)		821		832,086
Springleaf Funding Company (fka AGFS Funding Company) 7.25%, 4/21/15(b)		875		882,437
				1,714,523
Total Bank Loans (cost $10,762,893)				11,103,854
GOVERNMENTS - TREASURIES – 1.5%
Brazil – 0.4%
Brazilian Government International Bond 12.50%, 1/05/16	BRL	2,950		2,025,709
Greece – 0.5%
Hellenic Republic Government Bond Series 30YR 4.60%, 9/20/40	EUR	3,300		2,523,735
Mexico – 0.3%
Mexican Bonos Series MI10 9.50%, 12/18/14	MXN	20,000		1,827,070
United States – 0.3%
U.S. Treasury Notes 2.125%, 2/29/16	U.S.$	1,700		1,698,938
Total Governments - Treasuries (cost $7,525,465)				8,075,452

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 141

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
LOCAL GOVERNMENTS - MUNICIPAL BONDS – 1.4%
United States – 1.4%
Allegheny Cnty PA Hosp Dev Auth (West Penn Allegheny Hlth Sys) Series 2007A 5.375%, 11/15/40	U.S.$	555	$	359,512
Buckeye OH Tob Stlmnt Fin Auth Series 2007A-2 5.875%, 6/01/47		605		399,899
California State (California GO) 7.60%, 11/01/40		325		353,191
7.95%, 3/01/36		700		736,456
California Statewide CDA (Thomas Jefferson Sch Law) Series 2008A 7.25%, 10/01/38		325		326,284
Cumberland Cnty PA Mun Auth (Asbury Atlantic, Inc.) 6.125%, 1/01/45		335		290,264
Illinois Finance Auth Series 2010A 8.125%, 2/15/40		575		543,064
Illinois Finance Auth (Illinois Institute of Technology) Series 06A 5.00%, 4/01/31		275		207,229
Indiana Finance Auth (Kings Daughters Hospital) 5.50%, 8/15/40		450		362,966
Kentucky Economic Development Finance Auth 6.50%, 3/01/45		335		317,513
Los Angeles CA Regl Arpts Impt Corp (American Airlines, Inc.) Series 2002C 7.50%, 12/01/24		395		395,695
Louisiana Pub Fac Auth (Ochsner Clinic Fndtn) Series 2007A 5.375%, 5/15/43		560		455,594
Mid-Bay Bridge Auth FL Series 2011A 7.25%, 10/01/40		665		664,940
Regional Transportation District (Denver Transit Partners) 6.00%, 1/15/41		800		729,928

142 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Texas Private Acvty Bond Srfc Trnsp Corp. (NTE Mobility Partners LLC Project) 6.875%, 12/31/39	U.S $	550	$	551,908
Tobacco Settlement Financing Corp. NJ Series 2007 1A 5.00%, 6/01/41		570		341,590
Tobacco Settlement Financing Corp. VA Series 2007B1 5.00%, 6/01/47		445		255,590
Turlock CA Hlth Fac COP(Emanuel Medical Center) 5.375%, 10/15/34		550		442,579
Total Local Governments - Municipal Bonds (cost $7,492,303)				7,734,202
EMERGING MARKETS - CORPORATE BONDS – 1.4%
Financial Institutions – 0.1%
Banking – 0.1%
Banco Cruzeiro do Sul SA/Brazil 8.25%, 1/20/16(a)		500		493,212
8.875%, 9/22/20(a)		390		376,350
				869,562
Industrial – 1.3%
Capital Goods – 0.1%
Cemex SAB de CV 9.00%, 1/11/18(a)		500		517,500
Consumer Cyclical - Retailers – 0.2%
Edcon Holdings Proprietary Ltd. 6.526%, 6/15/15(a)(b)	EUR	850		1,032,203
Consumer Non-Cyclical – 0.6%
CEDC Finance Corp. International, Inc. 9.125%, 12/01/16(a)	U.S.$	1,000		1,082,500
Foodcorp Pty Ltd. 8.75%, 3/01/18(a)	EUR	282		389,146
8.875%, 6/15/12(a)		378		530,749
JBS Finance II Ltd. 8.25%, 1/29/18(a)	U.S.$	1,000		1,010,000
				3,012,395
Other Industrial – 0.3%
New Reclamation Group Pty Ltd. (The) 8.125%, 2/01/13(a)	EUR	689		836,300

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Savcio Holdings Pty Ltd. 8.00%, 2/15/13(a)	EUR	450	$	600,796
				1,437,096
Transportation - Services – 0.1%
Inversiones Alsacia SA 8.00%, 8/18/18(a)	U.S.$	800		810,091
				6,809,285
Total Emerging Markets - Corporate Bonds (cost $6,825,529)				7,678,847
QUASI-SOVEREIGNS – 1.2%
Quasi-Sovereign Bonds – 1.2%
Kazakhstan – 0.5%
Kazatomprom 6.25%, 5/20/15(a)		875		941,762
KazMunayGas National Co. 8.375%, 7/02/13(a)		400		441,000
9.125%, 7/02/18(a)		950		1,149,500
				2,532,262
Russia – 0.3%
RSHB Capital SA for OJSC Russian Agricultural Bank 6.299%, 5/15/17(a)		1,455		1,495,013
Trinidad & Tobago – 0.2%
Petroleum Co. of Trinidad & Tobago Ltd. 9.75%, 8/14/19(a)		750		915,000
Venezuela – 0.2%
Petroleos de Venezuela SA 5.25%, 4/12/17		2,250		1,305,000
Total Quasi-Sovereigns (cost $5,063,558)				6,247,275
	Shares
PREFERRED STOCKS – 0.9%
Financial Institutions – 0.9%
Banking – 0.2%
Zions Bancorporation. 9.50%		46,400		1,210,576
Finance – 0.5%
Ally Financial, Inc. 7.00% (a)		1,687		1,607,764
Citigroup Capital XII 8.50%		39,000		1,036,191

144 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Shares		U.S. $ Value
Citigroup Capital XIII 7.875% (i)		5,000	$	135,600
				2,779,555
REITS – 0.2%
Sovereign Real Estate Investment Trust 12.00% (a)		624		711,360
				4,701,491
Non Corporate Sectors – 0.0%
Agencies - Government Sponsored – 0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%		36,525		70,858
Federal National Mortgage Association 8.25%		54,625		106,519
				177,377
Total Preferred Stocks (cost $5,554,260)				4,878,868
	Principal Amount (000)
ASSET-BACKED SECURITIES – 0.9%
Home Equity Loans - Fixed Rate – 0.5%
Countrywide Asset-Backed Certificates Series 2005-7, Class AF5W 5.054%, 10/25/35	U.S.$	737		492,733
Series 2006-15, Class A6
5.826%, 10/25/46		1,472		1,114,057
Lehman XS Trust Series 2007-6, Class 3A5 5.72%, 5/25/37		1,551		1,073,526
				2,680,316
Home Equity Loans - Floating Rate – 0.4%
Credit-Based Asset Servicing and Securitization LLC Series 2007-CB2, Class A2C 4.764%, 2/25/37(b)		1,750		999,357
GSAA Home Equity Trust Series 2006-6, Class AF5 5.168%, 3/25/36(b)		1,581		925,164
				1,924,521
Total Asset-Backed Securities (cost $4,697,768)				4,604,837

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High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
EMERGING MARKETS - SOVEREIGNS – 0.6%
Argentina – 0.3%
Argentina Bonos 7.00%, 10/03/15	U.S.$	2,100	$	1,918,000
Ukraine – 0.3%
Ukraine Government International Bond
6.75%, 11/14/17(a)		930		912,563
6.875%, 3/04/11(a)		700		700,000
				1,612,563
Total Emerging Markets - Sovereigns (cost $2,651,317)				3,530,563
CMOs – 0.4%
Non-Agency Floating Rate – 0.4%
Structured Asset Mortgage Investments, Inc. Series 2007-AR6, Class A1 1.792%, 8/25/47(b)		1,454		886,317
Washington Mutual Alternative Mortgage Pass-Through Certificates Series 2007-OA4, Class A1A 1.083%, 4/25/47(b)		2,064		1,191,749
Total CMOs (cost $1,984,216)				2,078,066
EMERGING MARKETS - TREASURIES – 0.3%
Turkey – 0.3%
Turkey Government Bond 11.00%, 8/06/14 (cost $1,651,891)	TRY	2,450		1,616,732
	Shares
COMMON STOCKS – 0.1%
Broder Brothers Co.		28,873		0
Fairpoint Communications, Inc.(j)		7,175		165,025
Greektown Superholdings, Inc.(e)(g)(j)		397		29,775
Neenah Enterprises, Inc.(e)(g)		58,199		261,896
Total Common Stocks (cost $2,167,495)				456,696
WARRANTS – 0.0%
Fairpoint Communications, Inc., expiring 1/24/18(j)		12,231		0

146 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
New Koosharem Corp. expiring 1/01/49(e)(g)(j)	U.S.$	1,991	$	2
Total Warrants (cost $2)				2
	Contracts (k)
OPTION PURCHASED - CALL – 0.0%
IRS USD RTR Expiration: May 2011, Exercise Price: $2.2 (j) (cost $40,500)		150,000		0
	Shares
SHORT-TERM INVESTMENTS – 1.1%
Investment Companies – 1.1%
AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio, 0.17%(l) (cost $5,802,841)		5,802,841		5,802,841
Total Investments – 98.6% (cost $480,010,831)				526,156,523
Other assets less liabilities – 1.4%				7,420,553
Net Assets – 100.0%			$	533,577,076

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
3MO EURIBOR Interest Rate Futures		1,570		June 2011	$	111,597	$	54,163		$    (57,434)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
State Street Bank and Trust Co.:
Australian Dollar settling 4/18/11		103	$	101,652	$	104,199	$	2,547
Great British Pound settling 4/04/11		27		43,914		44,138		224

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High-yield Portfolio—Portfolio of Investments

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Sale Contracts:
State Street Bank and Trust Co.:
Euro settling 3/07/11		435	$	590,836	$	599,747	$	(8,911	)
Euro settling 3/07/11		1,025		1,392,639		1,414,924		(22,285	)
Euro settling 3/07/11		1,003		1,358,058		1,383,631		(25,573	)
Euro settling 3/07/11		18,448		24,542,171		25,455,592		(913,421	)
Great British Pound settling 4/04/11		503		812,010		817,022		(5,012	)
Great British Pound settling 4/04/11		2,228		3,551,761		3,620,347		(68,586	)

INTEREST RATE SWAP TRANSACTIONS (see Note C)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Portfolio	Payments received by the Portfolio	Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, N.A.	$	38,350		12/23/17	3 Month LIBOR	2.805%		$    (154,038	)
JPMorgan Chase Bank, N.A.		51,250		12/23/15	2.14%	3 Month LIBOR		125,704
Morgan Stanley		52,200		1/5/16	2.18%	3 Month LIBOR		96,075
Morgan Stanley		39,100		1/5/18	3 Month LIBOR	2.84%		(133,355	)

CREDIT DEFAULT SWAP CONTRACTS ON CORPORATE AND SOVEREIGN ISSUES (see Note C)

Swap Counterparty & Referenced Obligation	Fixed Deal (Pay) Receive Rate			Implied Credit Spread at February 28, 2011			Notional Amount (000)		Market Value			Upfront Premiums (Paid) Received			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Goldman Sachs Bank: Hellenic Republic 5.90%, 10/22/22, 6/20/15*		(0.00	)%		9.643	%	$	4,250	$	67,194		$	—		$	67,194
Morgan Stanley Capital Services Inc.: XL Capital LTD 5.25%, 9/15/14, 3/20/12*		(5.00	)		1.03			1,260		(65,610	)		44,545			(110,155	)
Sale Contracts
Credit Suisse International: MGM Resorts International 5.875%, 02/27/14, 03/20/16*		5.00			6.811			1,700		(98,534	)		(55,250	)		(43,284	)

* Termination date

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High-yield Portfolio—Portfolio of Investments

CREDIT DEFAULT SWAP CONTRACTS ON INDICES (see Note C)

Swap Counterparty & Referenced Obligation	Fixed Deal (Pay) Receive Rate			Implied Credit Spread at February 28, 2011			Notional Amount (000)		Market Value		Upfront Premiums (Paid) Received		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Barclays Capital Inc.: CDX NAIG-15V1 5 Year Index, 12/20/15*		1.00	%		4.20	%	$	500	$	(63,069)	$	(71,178)	$	8,109

* Termination date

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2011, the aggregate market value of these securities amounted to $166,521,786 or 31.2% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at February 28, 2011.

(c) Pay-In-Kind Payments (PIK).

(d) Security is in default and is non-income producing.

(e) Illiquid security.

(f) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.26% of net assets as of February 28, 2011, are considered illiquid and restricted.

Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Broder Brothers Co. 12.00%, 10/15/13		8/31/07	$	540,383	$	345,600		0.06	%
Yioula Glassworks SA 9.00%, 12/01/15		6/09/09		579,169		1,068,081		0.20

(g) Fair valued.

(h) This position or a portion of this position represents an unsettled loan purchase. At February 28, 2011, the market value and unrealized gain of these unsettled loan purchases amounted to $1,000,000 and $0, respectively. The coupon rate will be determined at the time of settlement and will be based upon the London-Interbank Offered Rate (“LIBOR”) plus a premium which was determined at the time of purchase.

(i) Variable rate coupon, rate shown as of February 28, 2011.

(j) Non-income producing security.

(k) One contract relates to 100 shares.

(l) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

EUR – Euro

GBP – Great British Pound

MXN – Mexican Nuevo Peso

TRY – Turkish Lira

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Glossary:

CDA – Community Development Authority

CMBS – Commercial Mortgage-Backed Securities

CMOs – Collateralized Mortgage Obligations

COP – Certificate of Participation

LIBOR – London Interbank Offered Rates

GO – General Obligation

MBIA – MBIA Insurance Corporation

OJSC – Open Joint Stock Company

REIT – Real Estate Investment Trust

See notes to financial statements.

150 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

High-yield Portfolio—Portfolio of Investments

SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.8%
Financials – 24.9%
Capital Markets – 0.9%
MF Global Holdings Ltd.(a)		659,400	$	5,716,998
Commercial Banks – 7.4%
Associated Banc - Corp		380,800		5,510,176
CapitalSource, Inc.		815,000		6,177,700
City National Corp.		63,900		3,764,349
Comerica, Inc.		177,300		6,896,970
Popular, Inc.(a)		1,591,066		5,170,965
Susquehanna Bancshares, Inc.		417,000		3,986,520
Umpqua Holdings Corp.		281,000		3,214,640
Webster Financial Corp.		238,800		5,535,384
Whitney Holding Corp.		363,900		5,160,102
				45,416,806
Insurance – 6.0%
Amtrust Financial Services, Inc.		201,300		3,870,999
Aspen Insurance Holdings Ltd.		221,100		6,533,505
Endurance Specialty Holdings Ltd.		148,300		7,354,197
Fidelity National Financial, Inc. – Class A		229,700		3,181,345
Platinum Underwriters Holdings Ltd.		134,000		5,587,800
Reinsurance Group of America, Inc. – Class A		92,400		5,580,036
Unum Group		189,300		5,022,129
				37,130,011
Real Estate Investment Trusts (REITs) – 7.4%
BioMed Realty Trust, Inc.		297,700		5,403,255
BRE Properties, Inc.		116,275		5,524,225
Camden Property Trust		128,400		7,597,428
CBL & Associates Properties, Inc.		204,600		3,652,110
DiamondRock Hospitality Co.(a)		585,500		6,885,480
Entertainment Properties Trust		118,900		5,667,963
Sunstone Hotel Investors, Inc.(a)		519,001		5,574,071
Tanger Factory Outlet Centers		195,600		5,212,740
				45,517,272
Real Estate Management & Development – 0.7%
Forest City Enterprises, Inc.(a)		241,600		4,566,240
Thrifts & Mortgage Finance – 2.5%
First Niagara Financial Group, Inc.		402,718		5,831,357
People’s United Financial, Inc.		281,200		3,706,216
Washington Federal, Inc.		315,250		5,601,992
				15,139,565
				153,486,892

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Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Consumer Discretionary – 17.1%
Auto Components – 3.5%
Cooper Tire & Rubber Co.		219,500	$	5,149,470
Dana Holding Corp.(a)		300,400		5,671,552
Federal-Mogul Corp.(a)		228,500		4,800,785
TRW Automotive Holdings Corp.(a)		103,100		5,856,080
				21,477,887
Hotels, Restaurants & Leisure – 2.0%
Royal Caribbean Cruises Ltd.(a)		119,400		5,228,526
Wyndham Worldwide Corp.		236,600		7,400,848
				12,629,374
Household Durables – 2.0%
American Greetings Corp.		315,575		6,832,199
NVR, Inc.(a)		7,690		5,597,243
				12,429,442
Media – 2.5%
Gannett Co., Inc.		344,200		5,682,742
Interpublic Group of Cos., Inc. (The)(a)		440,800		5,818,560
Meredith Corp.		102,800		3,624,728
				15,126,030
Multiline Retail – 2.0%
Big Lots, Inc.(a)		163,700		6,716,611
Saks, Inc.(a)		439,100		5,378,975
				12,095,586
Specialty Retail – 4.1%
AnnTaylor Stores Corp.(a)		323,900		7,517,719
Foot Locker, Inc.		372,300		7,397,601
Office Depot, Inc.(a)		971,850		5,160,524
Signet Jewelers Ltd.(a)		125,824		5,519,899
				25,595,743
Textiles, Apparel & Luxury Goods – 1.0%
Jones Group, Inc. (The)		460,200		6,120,660
				105,474,722
Industrials – 11.8%
Airlines – 0.6%
Alaska Air Group, Inc.(a)		58,300		3,465,935
Building Products – 0.6%
Masco Corp.		282,200		3,835,098
Commercial Services & Supplies – 0.8%
Avery Dennison Corp.		122,300		4,882,216
Electrical Equipment – 3.0%
EnerSys(a)		107,500		3,816,250

152 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
General Cable Corp.(a)		167,000	$	7,251,140
Thomas & Betts Corp.(a)		135,250		7,491,498
				18,558,888
Machinery – 3.8%
Briggs & Stratton Corp.		277,000		5,576,010
Mueller Industries, Inc.		210,100		7,139,198
Terex Corp.(a)		119,975		4,049,156
Trinity Industries, Inc.		224,200		6,983,830
				23,748,194
Professional Services – 0.6%
Kelly Services, Inc. – Class A(a)		180,400		3,792,008
Road & Rail – 0.6%
Con-way, Inc.		112,900		3,676,024
Trading Companies & Distributors – 1.8%
Aircastle Ltd.		322,300		3,893,384
WESCO International, Inc.(a)		120,800		7,032,976
				10,926,360
				72,884,723
Energy – 10.2%
Energy Equipment & Services – 3.9%
Bristow Group, Inc.(a)		121,700		5,831,864
Helix Energy Solutions Group, Inc.(a)		416,900		6,420,260
Helmerich & Payne, Inc.		112,100		7,285,379
Oil States International, Inc.(a)		65,800		4,789,582
				24,327,085
Oil, Gas & Consumable Fuels – 6.3%
Forest Oil Corp.(a)		216,300		7,676,487
Petroleum Development Corp.(a)		119,900		5,626,907
Southern Union Co.		274,100		7,817,332
Swift Energy Co.(a)		156,400		6,717,380
Teekay Corp.		209,700		7,215,777
Tesoro Corp.(a)		159,100		3,783,398
				38,837,281
				63,164,366
Utilities – 9.3%
Electric Utilities – 4.6%
NV Energy, Inc.		489,800		7,195,162
Pepco Holdings, Inc.		390,800		7,319,684
Portland General Electric Co.		297,025		6,956,325
Unisource Energy Corp.		193,700		7,062,302
				28,533,473

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Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Gas Utilities – 2.3%
Atmos Energy Corp.		218,700	$	7,396,434
UGI Corp.		221,100		7,050,879
				14,447,313
Multi-Utilities – 2.4%
CMS Energy Corp.		376,300		7,247,538
NiSource, Inc.		391,000		7,491,560
				14,739,098
				57,719,884
Information Technology – 7.9%
Computers & Peripherals – 0.6%
NCR Corp.(a)		192,200		3,671,020
Electronic Equipment, Instruments & Components – 5.2%
Anixter International, Inc.		81,700		5,851,354
Arrow Electronics, Inc.(a)		126,700		4,966,640
AU Optronics Corp. (Sponsored ADR)(a)		614,424		5,517,527
Avnet, Inc.(a)		121,100		4,142,831
Flextronics International Ltd.(a)		676,200		5,470,458
Insight Enterprises, Inc.(a)		318,900		5,832,681
				31,781,491
IT Services – 1.7%
Amdocs Ltd.(a)		118,400		3,533,056
Convergys Corp.(a)		492,600		6,930,882
				10,463,938
Software – 0.4%
Take-Two Interactive Software, Inc.(a)		170,000		2,731,900
				48,648,349
Materials – 6.4%
Chemicals – 3.5%
Arch Chemicals, Inc.		153,200		5,507,540
Cytec Industries, Inc.		101,800		5,785,294
Huntsman Corp.		361,600		6,382,240
PolyOne Corp.(a)		272,900		3,787,852
				21,462,926
Metals & Mining – 2.9%
Commercial Metals Co.		335,200		5,587,784
Reliance Steel & Aluminum Co.		130,500		7,220,565
Steel Dynamics, Inc.		292,800		5,405,088
				18,213,437
				39,676,363
Health Care – 6.4%
Health Care Equipment & Supplies – 1.1%
Kinetic Concepts, Inc.(a)		145,900		7,144,723

154 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Health Care Providers & Services – 4.3%
AMERIGROUP Corp.(a)		100,300	$	5,752,205
Health Net, Inc.(a)		266,800		7,849,256
LifePoint Hospitals, Inc.(a)		201,678		7,861,408
Molina Healthcare, Inc.(a)		139,025		4,870,046
				26,332,915
Pharmaceuticals – 1.0%
Par Pharmaceutical Cos., Inc.(a)		197,200		6,089,536
				39,567,174
Consumer Staples – 4.8%
Beverages – 1.2%
Constellation Brands, Inc. – Class A(a)		372,294		7,565,014
Food Products – 3.6%
Bunge Ltd.		76,800		5,542,656
Dole Food Co., Inc.(a)		314,538		4,639,436
Smithfield Foods, Inc.(a)		332,100		7,688,115
Tyson Foods, Inc. – Class A		227,600		4,240,188
				22,110,395
				29,675,409
Total Common Stocks (cost $468,359,453)				610,297,882
SHORT-TERM INVESTMENTS – 0.8%
Investment Companies – 0.8%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $4,769,678)		4,769,678		4,769,678
Total Investments – 99.6% (cost $473,129,131)				615,067,560
Other assets less liabilities – 0.4%				2,747,984
Net Assets – 100.0%			$	617,815,544

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 155

Small-Mid Cap Value Portfolio—Portfolio of Investments

SMALL-MID CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.8%
Information Technology – 26.3%
Communications Equipment – 4.9%
ADTRAN, Inc.		135,670	$	6,170,272
Aruba Networks, Inc.(a)		251,628		7,662,072
Polycom, Inc.(a)		175,700		8,398,460
Riverbed Technology, Inc.(a)		203,942		8,420,765
				30,651,569
Internet Software & Services – 1.5%
WebMD Health Corp. – Class A(a)		155,770		9,034,660
IT Services – 2.1%
Alliance Data Systems Corp.(a)		57,760		4,548,022
VeriFone Systems, Inc.(a)		179,734		8,167,113
				12,715,135
Semiconductors & Semiconductor Equipment – 8.5%
Fairchild Semiconductor International, Inc.(a)		439,120		7,732,903
Hittite Microwave Corp.(a)		88,880		5,455,454
International Rectifier Corp.(a)		244,380		7,854,373
Netlogic Microsystems, Inc.(a)		163,618		6,772,149
ON Semiconductor Corp.(a)		770,630		8,592,525
Skyworks Solutions, Inc.(a)		245,090		8,808,535
Teradyne, Inc.(a)		415,390		7,738,716
				52,954,655
Software – 9.3%
Aspen Technology, Inc.(a)		469,842		7,155,694
Concur Technologies, Inc.(a)		93,360		4,857,521
Fortinet, Inc.(a)		186,981		7,636,304
Informatica Corp.(a)		176,490		8,296,795
MICROS Systems, Inc.(a)		158,110		7,532,360
Red Hat, Inc.(a)		165,790		6,843,811
SuccessFactors, Inc.(a)		206,673		7,421,628
TIBCO Software, Inc.(a)		313,460		7,717,385
				57,461,498
				162,817,517
Industrials – 23.5%
Aerospace & Defense – 1.2%
Hexcel Corp.(a)		389,285		7,221,237
Air Freight & Logistics – 2.2%
Atlas Air Worldwide Holdings, Inc.(a)		105,304		7,190,157
Expeditors International of Washington, Inc.		135,370		6,470,686
				13,660,843

156 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Building Products – 0.9%
Simpson Manufacturing Co., Inc.		204,130	$	5,905,481
Electrical Equipment – 1.6%
AMETEK, Inc.		237,310		9,955,154
Machinery – 10.1%
Actuant Corp. – Class A		305,140		8,635,462
Bucyrus International, Inc. – Class A		68,160		6,206,650
Gardner Denver, Inc.		59,990		4,387,669
IDEX Corp.		195,655		8,068,812
Joy Global, Inc.		107,965		10,513,632
Lincoln Electric Holdings, Inc.		128,800		9,193,744
Middleby Corp.(a)		92,020		8,251,433
Valmont Industries, Inc.		70,140		7,159,891
				62,417,293
Marine – 1.3%
Kirby Corp.(a)		144,948		8,021,422
Professional Services – 2.7%
Manpower, Inc.		125,790		7,987,665
Robert Half International, Inc.		274,440		8,754,636
				16,742,301
Road & Rail – 2.0%
Genesee & Wyoming, Inc. – Class A(a)		129,690		6,755,552
Knight Transportation, Inc.		301,240		5,606,076
				12,361,628
Trading Companies & Distributors – 1.5%
MSC Industrial Direct Co. – Class A		144,430		9,126,532
				145,411,891
Consumer Discretionary – 18.4%
Distributors – 1.5%
LKQ Corp.(a)		407,670		9,686,239
Hotels, Restaurants & Leisure – 5.8%
Chipotle Mexican Grill, Inc. – Class A(a)		27,950		6,847,750
Life Time Fitness, Inc.(a)		97,200		3,727,620
Orient-Express Hotels Ltd. – Class A(a)		685,980		8,657,068
Panera Bread Co. – Class A(a)		69,570		8,122,297
Wyndham Worldwide Corp.		273,080		8,541,942
				35,896,677
Household Durables – 1.5%
Tempur-Pedic International, Inc.(a)		195,670		9,184,750

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 157

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Internet & Catalog Retail – 0.9%
NetFlix, Inc.(a)		27,150	$	5,611,091
Media – 2.6%
Lamar Advertising Co.(a)		193,690		7,509,361
National CineMedia, Inc.		444,250		8,391,883
				15,901,244
Multiline Retail – 1.4%
Dollar Tree, Inc.(a)		174,280		8,769,770
Specialty Retail – 4.7%
CarMax, Inc.(a)		269,000		9,514,530
Dick’s Sporting Goods, Inc.(a)		248,930		9,245,260
Ulta Salon Cosmetics & Fragrance, Inc.(a)		248,500		10,369,905
				29,129,695
				114,179,466
Health Care – 15.5%
Biotechnology – 3.9%
Alexion Pharmaceuticals, Inc.(a)		73,640		7,090,059
Human Genome Sciences, Inc.(a)		159,040		3,980,771
InterMune, Inc.(a)		84,490		3,093,179
Ironwood Pharmaceuticals, Inc.(a)		138,069		1,688,584
Pharmasset, Inc.(a)		20,273		1,013,650
United Therapeutics Corp.(a)		110,960		7,482,033
				24,348,276
Health Care Equipment & Supplies – 3.1%
NxStage Medical, Inc.(a)		279,400		5,764,022
Sirona Dental Systems, Inc.(a)		149,790		7,558,403
Volcano Corp.(a)		235,650		6,183,456
				19,505,881
Health Care Providers & Services – 5.6%
Centene Corp.(a)		246,340		7,505,980
Healthspring, Inc.(a)		243,270		9,156,683
HMS Holdings Corp.(a)		140,115		10,587,090
Magellan Health Services, Inc.(a)		154,780		7,426,344
				34,676,097
Health Care Technology – 1.6%
SXC Health Solutions Corp.(a)		197,330		9,738,236
Life Sciences Tools & Services – 0.9%
Illumina, Inc.(a)		79,400		5,510,360

158 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Pharmaceuticals – 0.4%
Salix Pharmaceuticals Ltd.(a)		78,760	$	2,625,858
				96,404,708
Energy – 6.3%
Energy Equipment & Services – 2.8%
FMC Technologies, Inc.(a)		73,440		6,907,032
Oceaneering International, Inc.(a)		63,100		5,277,053
Oil States International, Inc.(a)		71,410		5,197,934
				17,382,019
Oil, Gas & Consumable Fuels – 3.5%
Concho Resources, Inc.(a)		67,490		7,189,035
Range Resources Corp.		115,170		6,253,731
SM Energy Co.		113,753		8,243,680
				21,686,446
				39,068,465
Financials – 5.6%
Capital Markets – 4.3%
Affiliated Managers Group, Inc.(a)		66,630		7,112,753
Greenhill & Co., Inc.		75,330		5,410,954
Lazard Ltd. – Class A		145,910		6,420,040
Stifel Financial Corp.(a)		103,611		7,433,053
				26,376,800
Commercial Banks – 0.7%
Iberiabank Corp.		78,388		4,490,848
Thrifts & Mortgage Finance – 0.6%
BankUnited, Inc.(a)		137,231		3,890,499
				34,758,147
Consumer Staples – 1.7%
Food Products – 1.7%
Green Mountain Coffee Roasters, Inc.(a)		258,408		10,537,878
Materials – 1.5%
Chemicals – 1.5%
Solutia, Inc.(a)		410,820		9,535,132
Total Common Stocks (cost $405,194,240)				612,713,204

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 159

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 1.7%
Investment Companies – 1.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b) (cost $10,352,473)		10,352,473	$	10,352,473
Total Investments – 100.5% (cost $415,546,713)				623,065,677
Other assets less liabilities – (0.5)%				(2,827,364	)
Net Assets – 100.0%			$	620,238,313

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

See notes to financial statements.

160 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Small-Mid Cap Growth Portfolio—Portfolio of Investments

MULTI-ASSET REAL RETURN PORTFOLIO

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 64.5%
Energy – 18.7%
Coal & Consumable Fuels – 0.2%
China Shenhua Energy Co., Ltd. – Class H		227,000	$	946,473
Peabody Energy Corp.		18,600		1,218,114
				2,164,587
Integrated Oil & Gas – 12.7%
BG Group PLC		205,400		5,001,614
BP PLC		1,530,300		12,336,755
Chevron Corp.		132,700		13,767,625
China Petroleum & Chemical Corp. – Class H		3,048,000		3,093,483
ConocoPhillips		98,500		7,670,195
ENI SpA		247,200		6,027,371
Exxon Mobil Corp.		296,300		25,342,539
Gazprom OAO (Sponsored ADR)		258,800		7,588,016
Hess Corp.		40,900		3,559,527
LUKOIL OAO (London) (Sponsored ADR)		75,800		5,396,202
Marathon Oil Corp.		94,300		4,677,280
Murphy Oil Corp.		13,000		955,890
PetroChina Co., Ltd. – Class H		610,000		832,405
Petroleo Brasileiro SA		25,400		497,680
Petroleo Brasileiro SA (ADR)		99,200		3,951,136
Petroleo Brasileiro SA (Sponsored ADR)		51,200		1,800,704
Rosneft Oil Co. (GDR)(a)		231,450		2,184,888
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		268,100		9,651,506
Royal Dutch Shell PLC – Class B		142,500		5,094,131
Statoil ASA		77,600		2,048,959
Suncor Energy, Inc. (Toronto)		43,800		2,058,472
Total SA		146,600		8,986,580
				132,522,958
Oil & Gas Exploration & Production – 5.8%
Afren PLC(b)		493,100		1,283,838
Alliance Oil Co., Ltd. (GDR)(b)		71,000		1,277,829
Anadarko Petroleum Corp.		31,600		2,585,828
Canadian Natural Resources Ltd.		159,300		8,022,798
Chesapeake Energy Corp.		45,900		1,634,499
Cimarex Energy Co.		6,000		696,780
CNOOC Ltd.		1,677,000		3,824,569
Devon Energy Corp.		68,100		6,227,064
EnCana Corp.		52,200		1,696,748
EOG Resources, Inc.		19,200		2,156,352
Inpex Corp.		83		583,231
Newfield Exploration Co.(b)		28,600		2,081,794
Nexen, Inc. (Toronto)		239,100		6,524,153
Noble Energy, Inc.		47,800		4,429,148
Occidental Petroleum Corp.		58,300		5,944,851

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 161

Multi-Asset Real Return Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
OGX Petroleo e Gas Participacoes SA(b)		111,100	$	1,298,771
Penn West Petroleum Ltd.		113,400		3,278,685
Talisman Energy, Inc.		71,400		1,771,863
Tatneft (Sponsored ADR)		14,200		592,850
Tullow Oil PLC		99,410		2,322,438
Woodside Petroleum Ltd.		67,100		2,922,677
				61,156,766
				195,844,311
Equity:Other – 14.9%
Diversified/Specialty – 12.9%
BioMed Realty Trust, Inc.		135,245		2,454,697
British Land Co. PLC		706,573		6,703,686
Canadian Real Estate Investment Trust		118,500		4,045,746
Cheung Kong Holdings Ltd.		296,000		4,631,838
Dexus Property Group		5,823,000		5,094,062
Digital Realty Trust, Inc.		117,700		6,923,114
Dundee Real Estate Investment Trust		75,556		2,448,930
Evergrande Real Estate Group Ltd.		7,616,000		3,609,107
Fonciere Des Regions		31,200		3,389,795
Forest City Enterprises, Inc.(b)		100,909		1,907,180
Hysan Development Co., Ltd.		997,000		4,535,869
Kerry Properties Ltd.		900,691		4,394,038
Land Securities Group PLC		307,940		3,837,869
Lend Lease Group		383,294		3,578,394
Mitsubishi Estate Co., Ltd.		541,000		11,092,131
Mitsui Fudosan Co., Ltd.		642,000		13,720,527
New World Development Ltd.		1,591,157		2,891,357
Overseas Union Enterprise Ltd.		589,000		1,335,448
Savills PLC		282,059		1,735,426
Soho China Ltd.		2,192,500		1,583,829
Sumitomo Realty & Development Co., Ltd.		206,000		5,555,487
Sun Hung Kai Properties Ltd.		973,600		15,822,578
Swire Pacific Ltd.		198,000		2,778,698
Telecity Group PLC(b)		463,179		3,587,002
Unibail-Rodamco SE		36,098		7,263,580
UOL Group Ltd.		452,000		1,585,141
Vornado Realty Trust		47,700		4,451,841
Wereldhave NV		37,000		3,758,804
Wheelock & Co., Ltd.		202,000		738,073
				135,454,247
Health Care – 1.5%
Chartwell Seniors Housing Real Estate Investment Trust		519,900		4,676,986
HCP, Inc.		73,000		2,774,000
Health Care REIT, Inc.		122,200		6,381,284
Ventas, Inc.		32,300		1,790,066
				15,622,336

162 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Multi-Asset Real Return Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Triple Net – 0.5%
Entertainment Properties Trust		109,300	$	5,210,331
				156,286,914
Materials – 10.9%
Aluminum – 0.2%
Alcoa, Inc.		75,000		1,263,750
Hindalco Industries Ltd.		119,400		535,357
				1,799,107
Diversified Metals & Mining – 5.4%
African Rainbow Minerals Ltd.		15,800		479,116
Anglo American PLC		90,900		4,930,755
BHP Billiton Ltd.		199,300		9,417,750
BHP Billiton PLC		151,800		6,017,255
Capstone Mining Corp.(b)		462,100		2,068,998
Dowa Holdings Co., Ltd.		168,000		1,187,393
Freeport-McMoRan Copper & Gold, Inc.		81,600		4,320,720
KGHM Polska Miedz SA		32,000		1,960,886
Lundin Mining Corp.(b)		294,300		2,317,323
Lynas Corp. Ltd.(b)		267,600		539,035
Mitsubishi Materials Corp.(b)		207,000		801,710
Mongolian Mining Corp.(b)		369,000		468,120
Rio Tinto Ltd.		35,600		3,108,434
Rio Tinto PLC		136,800		9,632,990
Sumitomo Metal Mining Co., Ltd.		88,000		1,667,099
Teck Resources Ltd.		58,600		3,241,985
Xstrata PLC		209,930		4,801,327
				56,960,896
Fertilizers & Agricultural Chemicals – 0.7%
Incitec Pivot Ltd.		320,100		1,444,262
Israel Chemicals Ltd.		29,100		484,586
K&S AG		17,300		1,337,345
Monsanto Co.		38,900		2,796,521
Mosaic Co. (The)		10,200		875,670
Yara International ASA		13,000		690,249
				7,628,633
Forest Products – 0.2%
West Fraser Timber Co., Ltd.		48,300		2,311,718
Gold – 1.6%
Barrick Gold Corp.		67,000		3,536,370
Gold Fields Ltd. (Sponsored ADR)		101,800		1,823,238
Goldcorp, Inc.		114,900		5,488,661
IAMGOLD Corp.		116,600		2,471,097
Newmont Mining Corp.		34,600		1,912,342

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 163

Multi-Asset Real Return Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Real Gold Mining Ltd.(b)		451,000	$	681,861
Yamana Gold, Inc.		50,900		647,023
				16,560,592
Paper Products – 0.3%
Mondi PLC		186,700		1,665,672
OJI Paper Co., Ltd.		111,000		552,563
Svenska Cellulosa AB – Class B		39,300		649,491
				2,867,726
Precious Metals & Minerals – 0.1%
Kazakhmys PLC		38,800		911,999
Northam Platinum Ltd.		94,600		673,133
				1,585,132
Steel – 2.4%
Angang Steel Co., Ltd. – Class H		644,000		892,208
APERAM(b)		2,970		122,810
ArcelorMittal (Euronext Amsterdam)		59,400		2,181,550
Gerdau SA		43,300		572,285
Hyundai Steel Co.		17,500		2,019,000
JFE Holdings, Inc.		114,000		3,610,304
Nippon Steel Corp.		359,000		1,305,612
POSCO (ADR)		18,300		1,886,364
Sumitomo Metal Industries Ltd.		230,000		584,454
United States Steel Corp.		8,000		459,920
Usinas Siderurgicas de Minas Gerais SA		60,500		975,243
Vale SA		52,300		1,769,738
Vale SA (Preference Shares)		42,600		1,269,960
Vale SA (Sponsored ADR) (Local Preference Shares)		174,900		5,241,753
Vale SA (Sponsored ADR) – Class B		58,800		2,012,724
				24,903,925
				114,617,729
Retail – 5.9%
Regional Mall – 3.3%
BR Malls Participacoes SA		399,500		3,805,791
CBL & Associates Properties, Inc.		96,287		1,718,723
General Growth Properties, Inc.		11,663		185,675
Multiplan Empreendimentos Imobiliarios SA		113,205		2,208,579
Simon Property Group, Inc.		140,302		15,438,832
Taubman Centers, Inc.		50,100		2,779,548
Westfield Group		847,696		8,451,648
				34,588,796
Shopping Center/Other Retail – 2.6%
Eurocommercial Properties N.V.		73,844		3,540,479
Kimco Realty Corp.		239,872		4,648,719
Klepierre		140,141		5,471,522

164 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Multi-Asset Real Return Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Link REIT (The)		571,812	$	1,773,656
RioCan Real Estate Investment Trust (New York)(a)		132,100		3,293,152
RioCan Real Estate Investment Trust (Toronto)		76,248		1,900,805
Tanger Factory Outlet Centers		58,749		1,565,661
Weingarten Realty Investors		198,637		5,138,739
				27,332,733
				61,921,529
Residential – 5.3%
Multi-Family – 4.0%
BRE Properties, Inc.		89,350		4,245,019
Camden Property Trust		80,400		4,757,268
Colonial Properties Trust		205,216		4,044,807
Equity Residential		93,500		5,152,785
Essex Property Trust, Inc.		36,904		4,567,977
GAGFAH SA		83,200		985,354
Home Properties, Inc.		51,072		3,009,162
Mid-America Apartment Communities, Inc.		43,400		2,819,698
Rossi Residencial SA		376,600		2,919,906
Stockland		1,029,185		4,004,728
UDR, Inc.		143,300		3,485,056
Wing Tai Holdings Ltd.		1,257,000		1,468,151
				41,459,911
Self Storage – 1.3%
Big Yellow Group PLC		546,760		2,870,874
Extra Space Storage, Inc.		211,967		4,186,348
Public Storage		43,717		4,907,233
U-Store-It Trust		178,900		1,833,725
				13,798,180
				55,258,091
Office – 3.6%
Office – 3.6%
Allied Properties Real Estate Investment Trust		116,200		2,658,768
Beni Stabili SpA		2,158,846		2,214,815
Boston Properties, Inc.		91,535		8,780,037
Castellum AB		184,744		2,643,057
Cominar Real Estate Investment Trust		80,093		1,819,415
Douglas Emmett, Inc.		185,548		3,479,025
Duke Realty Corp.		195,600		2,752,092
Great Portland Estates PLC		452,900		2,854,674
Hongkong Land Holdings Ltd.		569,000		3,913,271
Kilroy Realty Corp.		66,453		2,575,054
NTT Urban Development Corp.		1,489		1,551,899
Sponda Oyj		339,340		1,850,252
				37,092,359

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 165

Multi-Asset Real Return Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Lodging – 3.0%
Lodging – 3.0%
DiamondRock Hospitality Co.(b)		292,565	$	3,440,564
Great Eagle Holdings Ltd.		536,000		1,789,717
Host Hotels & Resorts, Inc.		286,600		5,273,440
Hyatt Hotels Corp.(b)		69,286		3,169,834
InnVest Real Estate Investment Trust		594,266		4,263,326
Intercontinental Hotels Group PLC		159,400		3,544,785
LaSalle Hotel Properties		155,000		4,372,550
Whitbread PLC		102,800		2,978,410
Wyndham Worldwide Corp.		85,300		2,668,184
				31,500,810
Industrials – 1.8%
Industrial Warehouse Distribution – 1.5%
AMB Property Corp.		67,713		2,463,399
Ascendas Real Estate Investment Trust		1,455,000		2,297,912
First Potomac Realty Trust		100,181		1,615,919
Global Logistic Properties Ltd.(b)		1,001,000		1,495,439
ProLogis		350,057		5,691,927
ProLogis European Properties(b)		264,700		1,827,637
				15,392,233
Mixed Office Industrial – 0.3%
Goodman Group		5,089,400		3,647,583
				19,039,816
Food Beverage & Tobacco – 0.4%
Agricultural Products – 0.4%
Archer-Daniels-Midland Co.		55,100		2,048,618
Bunge Ltd.		29,100		2,100,147
				4,148,765
Total Common Stocks (cost $571,018,104)				675,710,324
INFLATION-LINKED SECURITIES – 32.7%
United States – 32.7%
U.S. Treasury Inflation Index
0.625%, 4/15/13 (TIPS)		37,795		39,416,071
2.00%, 4/15/12 (TIPS)		82,126		85,776,666
3.00%, 7/15/12 (TIPS)		59,807		63,951,757
3.375%, 1/15/12 (TIPS)		146,405		153,462,483
Total Inflation-Linked Securities (cost $340,016,228)				342,606,977

166 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Multi-Asset Real Return Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
WARRANTS – 0.0%
Equity:Other – 0.0%
Diversified/Specialty – 0.0%
Henderson Land Development Co., Ltd., expiring 6/01/11(b) (cost $0)		368,400	$	26,490
SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(c) (cost $7,324,653)		7,324,653		7,324,653
Total Investments – 97.9% (cost $918,358,985)				1,025,668,444
Other assets less liabilities – 2.1%				21,979,916
Net Assets – 100.0%			$	1,047,648,360

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Aluminum HG Futures		181		March 2011	$	10,824,198	$	11,654,138	$	829,940
Platinum Futures		80		April 2011		7,247,222		7,236,800		(10,422	)
Soybean Futures		208		May 2011		13,843,041		14,193,400		350,359
Sold Contracts
Brent Crude Oil Futures		38		April 2011		3,659,721		4,248,400		(588,679	)
Gasoline RBOB Futures		17		May 2011		2,070,584		2,077,097		(6,513	)
Gold 100 OZ Futures		38		April 2011		5,122,306		5,357,620		(235,314	)
Live Cattle Futures		283		April 2011		12,772,687		12,780,280		(7,593	)
Nickel Futures		47		March 2011		7,164,135		8,171,514		(1,007,379	)
									$	(675,601	)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 167

Multi-Asset Real Return Portfolio—Portfolio of Investments

TOTAL RETURN SWAP CONTRACTS ON INDICES (see Note C)

Receive Total Return on Reference Index

Index

# of Shares or Units

Floating Rate

Notional Amount (000)

Maturity Date

Counterparty

Unrealized Appreciation/ (Depreciation)

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

145,358

1-Month USD-LIBOR-BBA Plus a specified spread*

$

49,451

3/15/11

Barclays Bank PLC

$

1,287,811

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

147,817

1-Month USD-LIBOR-BBA Plus a specified spread*

50,288

3/15/11

Barclays Bank PLC

1,309,597

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

43,985

1-Month USD-LIBOR-BBA Plus a specified spread*

14,964

3/15/11

Barclays Bank PLC

389,689

Receive

Dow Jones-UBS Grains Subindex 3 Month Forward

83,834

1-Month USD-LIBOR-BBA Plus a specified spread*

9,858

3/15/11

Citibank, N.A.

(27,359)

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

146,942

1-Month USD-LIBOR-BBA Plus a specified spread*

49,990

4/15/11

Credit Suisse International

1,301,666

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

80,974

1-Month USD-LIBOR-BBA Plus a specified spread*

27,548

4/15/11

Credit Suisse International

717,298

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

108,257

1-Month USD-LIBOR-BBA Plus a specified spread*

36,829

4/15/11

Credit Suisse International

958,981

Receive

Dow Jones-UBS Commodity Index 2 Month Forward

339,535

1-Month USD-LIBOR-BBA Plus a specified spread*

115,511

5/16/11

Goldman Sachs International

3,006,214

$

8,943,897

168 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Multi-Asset Real Return Portfolio—Portfolio of Investments

* BBA – British Bankers’ Association

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2011, the aggregate market value of these securities amounted to $5,478,040 or 0.5% of net assets.

(b) Non-income producing security.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depository Receipt

GDR – Global Depository Receipt

REIT – Real Estate Investment Trust

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 169

Multi-Asset Real Return Portfolio—Portfolio of Investments

VOLATILITY MANAGEMENT

PORTFOLIO OF INVESTMENTS

February 28, 2011 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 35.5%
Financials – 8.5%
Capital Markets – 0.6%
Ameriprise Financial, Inc.		850	$	53,822
Bank of New York Mellon Corp. (The)		4,250		129,157
Charles Schwab Corp. (The)		3,400		64,498
Credit Suisse Group AG		4,707		217,689
Daiwa Securities Group, Inc.		7,000		37,866
Deutsche Bank AG		3,891		250,932
E*Trade Financial Corp.(a)		670		10,707
Federated Investors, Inc. – Class B		300		8,268
Franklin Resources, Inc.		500		62,810
Goldman Sachs Group, Inc. (The)		1,800		294,804
Invesco Ltd.		1,550		41,602
Investec PLC		3,115		23,932
Janus Capital Group, Inc.		600		8,058
Julius Baer Group Ltd.		788		35,346
Legg Mason, Inc.		500		18,125
Macquarie Group Ltd.		1,440		55,975
Man Group PLC		7,387		34,516
Morgan Stanley		5,200		154,336
Nomura Holdings, Inc.		14,800		93,855
Northern Trust Corp.		850		43,834
Ratos AB		707		26,382
SBI Holdings, Inc.		32		5,069
State Street Corp.		1,750		78,260
T Rowe Price Group, Inc.		900		60,282
UBS AG(a)		15,207		301,749
				2,111,874
Commercial Banks – 2.2%
Alpha Bank AE(a)		3,410		22,731
Australia & New Zealand Banking Group Ltd.		10,586		261,636
Banca Monte dei Paschi di Siena SpA(a)		24,538		32,709
Banco Bilbao Vizcaya Argentaria SA		17,575		216,656
Banco de Sabadell SA		3,491		15,144
Banco de Valencia SA		30		151
Banco Espirito Santo SA		7,004		31,744
Banco Popular Espanol SA		2,801		16,942
Banco Santander SA		32,578		401,092
Bank Hapoalim BM(a)		5,232		23,741
Bank Leumi Le-Israel BM		5,181		23,873
Bank of Cyprus Public Co., Ltd.		1,125		4,343
Bank of East Asia Ltd.		2,200		9,572
Bank of Kyoto Ltd. (The)		3,000		28,916
Bank of Yokohama Ltd. (The)		5,000		26,990
Bankinter SA		1,056		6,966

170 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Barclays PLC		47,810	$	248,116
BB&T Corp.		2,350		64,860
BNP Paribas		3,960		309,059
BOC Hong Kong Holdings Ltd.		15,500		48,199
Chiba Bank Ltd. (The)		3,000		20,585
Chuo Mitsui Trust Holdings, Inc.		7,000		29,897
Comerica, Inc.		600		23,340
Commerzbank AG(a)		3,167		27,396
Commonwealth Bank of Australia		6,471		351,747
Credit Agricole SA		3,877		68,062
Danske Bank A/S(a)		1,107		25,949
DBS Group Holdings Ltd.		7,000		78,210
Dexia SA(a)		87		380
DnB NOR ASA		4,130		63,921
Erste Group Bank AG		790		41,675
Fifth Third Bancorp		3,150		45,990
First Horizon National Corp.(a)		885		10,178
Fukuoka Financial Group, Inc.		7,000		31,786
Governor & Co. of the Bank of Ireland (The)(a)		29,288		14,034
Hachijuni Bank Ltd. (The)		2,000		12,698
Hang Seng Bank Ltd.		3,200		51,064
Hiroshima Bank Ltd. (The)		2,000		9,152
Hokuhoku Financial Group, Inc.		4,000		9,228
HSBC Holdings PLC		73,165		805,777
Huntington Bancshares, Inc.		2,950		20,178
Intesa Sanpaolo SpA		32,183		108,601
Iyo Bank Ltd. (The)		1,000		9,410
Joyo Bank Ltd. (The)		6,000		28,256
KBC Groep NV(a)		573		23,963
KeyCorp		3,000		27,420
Lloyds Banking Group PLC(a)		170,670		172,354
M&T Bank Corp.		400		35,220
Marshall & Ilsley Corp.		1,800		13,986
Mitsubishi UFJ Financial Group, Inc.		53,200		295,527
Mizuho Financial Group, Inc.		83,803		172,745
Mizuho Trust & Banking Co., Ltd.(a)		15,000		16,398
National Australia Bank Ltd.		8,863		234,328
National Bank of Greece SA(a)		3,995		37,141
Natixis(a)		7,272		43,382
Nordea Bank AB		13,514		153,734
Oversea-Chinese Banking Corp. Ltd.		10,000		72,595
PNC Financial Services Group, Inc.		1,800		111,060
Regions Financial Corp.		4,300		32,852
Resona Holdings, Inc.		7,400		40,427
Royal Bank of Scotland Group PLC(a)		72,666		53,302
Shizuoka Bank Ltd. (The)		3,000		28,276
Skandinaviska Enskilda Banken AB		4,240		38,568

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 171

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Societe Generale		2,628	$	184,790
Standard Chartered PLC		9,478		250,682
Sumitomo Mitsui Financial Group, Inc.		5,600		211,914
Sumitomo Trust & Banking Co., Ltd. (The)		6,000		38,230
SunTrust Banks, Inc.		1,700		51,289
Svenska Handelsbanken AB		2,045		69,079
Swedbank AB(a)		3,399		59,891
UniCredit SpA		56,374		145,039
United Overseas Bank Ltd.		5,000		71,127
US Bancorp		6,600		183,018
Wells Fargo & Co.		18,150		585,519
Westpac Banking Corp.		12,441		300,268
Yamaguchi Financial Group, Inc.		1,000		10,372
Zions Bancorporation		600		14,016
				7,459,466
Consumer Finance – 0.1%
American Express Co.		3,592		156,503
Capital One Financial Corp.		1,600		79,632
Discover Financial Services		1,850		40,238
SLM Corp.(a)		1,650		24,453
				300,826
Diversified Financial Services – 0.7%
Bank of America Corp.		34,850		498,006
Citigroup, Inc.(a)		100,420		469,966
CME Group, Inc. – Class A		250		77,820
Criteria Caixacorp SA		4,652		33,694
Deutsche Boerse AG		815		62,668
Eurazeo		295		21,913
Exor SpA		1,030		31,440
Groupe Bruxelles Lambert SA		337		30,976
Hong Kong Exchanges and Clearing Ltd.		4,300		93,539
ING Groep NV(a)		20,704		259,722
IntercontinentalExchange, Inc.(a)		250		32,050
Investor AB		1,435		33,021
JPMorgan Chase & Co.		13,500		630,315
Kinnevik Investment AB		1,317		29,536
Leucadia National Corp.		650		21,535
Moody’s Corp.		700		22,330
NASDAQ OMX Group, Inc. (The)(a)		500		14,305
NYSE Euronext		900		33,300
ORIX Corp.		440		49,554
Pargesa Holding SA		356		32,838
Resolution Ltd.		9,699		45,593
Singapore Exchange Ltd.		2,000		12,463
				2,536,584

172 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Insurance – 1.0%
ACE Ltd.		1,195	$	75,584
Admiral Group PLC		991		27,206
Aegon NV(a)		535		4,118
Aflac, Inc.		1,650		97,119
Ageas		12,730		40,387
AIA Group Ltd.(a)		30,000		87,635
Allianz SE		1,822		263,115
Allstate Corp. (The)		1,850		58,793
American International Group, Inc.(a)		500		18,530
AMP Ltd.		9,684		52,569
AON Corp.		1,150		60,536
Assicurazioni Generali SpA		4,879		110,412
Assurant, Inc.		350		14,221
Aviva PLC		11,722		88,975
Berkshire Hathaway, Inc.(a)		6,000		523,680
Chubb Corp.		1,050		63,714
Cincinnati Financial Corp.		550		18,727
Dai-ichi Life Insurance Co., Ltd. (The)		33		59,687
Genworth Financial, Inc. – Class A(a)		1,650		21,829
Hartford Financial Services Group, Inc.		1,500		44,400
Insurance Australia Group Ltd.		8,282		30,835
Legal & General Group PLC		20,187		39,000
Lincoln National Corp.		1,050		33,306
Loews Corp.		1,100		47,575
Mapfre SA		11,118		41,316
Marsh & McLennan Cos., Inc.		1,850		56,314
MetLife, Inc.		3,111		147,337
MS&AD Insurance Group Holdings		2,200		58,111
Muenchener Rueckversicherungs AG		788		131,750
NKSJ Holdings, Inc.(a)		6,000		45,387
Principal Financial Group, Inc.		1,100		37,686
Progressive Corp. (The)		2,250		46,867
Prudential Financial, Inc.		1,700		111,911
Prudential PLC		10,609		122,722
QBE Insurance Group Ltd.		4,325		80,122
RSA Insurance Group PLC		13,580		30,953
Sampo Oyj – Class A		1,984		61,406
SCOR SE		854		25,086
Sony Financial Holdings, Inc.		7		29,837
Standard Life PLC		7,414		28,803
Suncorp-Metway Ltd.		3,312		28,432
Swiss Reinsurance Co., Ltd.		1,472		90,213
T&D Holdings, Inc.		1,150		33,398
Tokio Marine Holdings, Inc.		3,000		98,639
Torchmark Corp.		300		19,575
Travelers Cos., Inc. (The)		1,500		89,895

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 173

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Tryg AS		450	$	23,438
Unum Group		1,050		27,856
XL Group PLC		1,100		25,685
Zurich Financial Services AG		619		179,809
				3,554,501
Real Estate Investment Trusts (REITs) – 1.8%
Ascendas Real Estate Investment Trust		81,000		127,925
British Land Co. PLC		40,118		380,624
CapitaMall Trust		103,600		147,935
CFS Retail Property Trust		116,541		223,886
Corio NV		4,147		275,224
Gecina SA		966		125,233
GPT Group		93,295		296,323
Hammerson PLC		34,858		264,130
ICADE		1,051		117,842
Japan Real Estate Investment Corp.		23		237,186
Klepierre		4,993		194,942
Land Securities Group PLC		34,052		424,391
Link REIT (The)		99,500		308,630
Mirvac Group		172,998		230,100
Nippon Building Fund, Inc.		25		262,654
Plum Creek Timber Co., Inc.		550		23,078
Stockland		105,253		409,557
Unibail-Rodamco SE		4,141		833,245
Westfield Group		104,141		1,038,301
Westfield Retail Trust		134,791		366,424
				6,287,630
Real Estate Management & Development – 2.1%
Aeon Mall Co., Ltd.		4,120		109,883
CapitaLand Ltd.		141,500		364,185
CapitaMalls Asia Ltd.		84,900		115,307
China Overseas Land & Investment Ltd.		168,000		280,809
City Developments Ltd.		31,600		278,153
Daito Trust Construction Co., Ltd.		200		16,389
Daiwa House Industry Co., Ltd.		2,000		25,697
Hang Lung Group Ltd.		3,000		18,417
Hang Lung Properties Ltd.		100,500		430,550
Henderson Land Development Co., Ltd.		51,300		327,650
IMMOFINANZ AG(a)		6,501		28,708
Keppel Land Ltd.		30,500		101,477
Kerry Properties Ltd.		32,000		156,112
Mitsubishi Estate Co., Ltd.		47,440		972,663
Mitsui Fudosan Co., Ltd.		39,040		834,345
New World Development Ltd.		127,800		232,231
Nomura Real Estate Holdings, Inc.		4,380		89,181

174 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
NTT Urban Development Corp.		84	$	87,548
Sino Land Co., Ltd.		124,600		228,289
Sumitomo Realty & Development Co., Ltd.		19,990		539,098
Sun Hung Kai Properties Ltd.		85,500		1,389,514
Wharf Holdings Ltd.		62,500		412,937
Wheelock & Co., Ltd.		2,000		7,308
				7,046,451
Thrifts & Mortgage Finance – 0.0%
Hudson City Bancorp, Inc.		1,800		20,700
People’s United Financial, Inc.		1,250		16,475
				37,175
				29,334,507
Industrials – 3.5%
Aerospace & Defense – 0.4%
BAE Systems PLC		14,402		77,017
Boeing Co. (The)		2,550		183,625
Cobham PLC		10,443		38,274
European Aeronautic Defence and Space Co. NV(a)		1,281		37,055
Finmeccanica SpA		2,371		29,685
General Dynamics Corp.		1,300		98,956
Goodrich Corp.		450		38,804
Honeywell International, Inc.		2,700		156,357
ITT Corp.		650		37,655
L-3 Communications Holdings, Inc.		400		31,716
Lockheed Martin Corp.		1,050		83,118
Northrop Grumman Corp.		1,000		66,680
Precision Castparts Corp.		500		70,875
Raytheon Co.		1,250		64,012
Rockwell Collins, Inc.		550		35,442
Rolls-Royce Group PLC(a)		7,748		77,767
Singapore Technologies Engineering Ltd.		13,000		32,711
Thales SA		649		24,586
United Technologies Corp.		3,200		267,328
				1,451,663
Air Freight & Logistics – 0.2%
C.H. Robinson Worldwide, Inc.		600		43,434
Deutsche Post AG		3,536		65,017
Expeditors International of Washington, Inc.		750		35,850
FedEx Corp.		1,100		99,022
Kuehne & Nagel International AG		245		32,953
TNT NV		2,764		72,542
United Parcel Service, Inc. – Class B		3,450		254,610
Yamato Holdings Co., Ltd.		1,700		27,360
				630,788

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 175

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Airlines – 0.1%
All Nippon Airways Co., Ltd.(a)		3,000	$	10,851
Cathay Pacific Airways Ltd.		4,000		9,328
Deutsche Lufthansa (REG) (a)		1,666		34,132
International Consolidated Airlines Group SA(a)		8,889		32,441
Qantas Airways Ltd.(a)		13,601		32,448
Singapore Airlines Ltd.		2,000		21,374
Southwest Airlines Co.		2,550		30,166
				170,740
Building Products – 0.1%
Asahi Glass Co., Ltd.		4,000		55,929
Assa Abloy AB		1,453		40,693
Cie de St-Gobain		1,607		95,984
Daikin Industries Ltd.		1,000		33,953
Geberit AG		191		41,194
JS Group Corp.		1,000		24,355
Masco Corp.		1,200		16,308
TOTO Ltd.		1,000		8,401
				316,817
Commercial Services & Supplies – 0.1%
Aggreko PLC		1,053		24,778
Avery Dennison Corp.		350		13,972
Brambles Ltd.		4,045		29,319
Cintas Corp.		400		11,248
Dai Nippon Printing Co., Ltd.		2,000		27,075
Edenred(a)		469		12,358
G4S PLC		6,179		26,519
Iron Mountain, Inc.		650		16,900
Pitney Bowes, Inc.		700		17,626
Republic Services, Inc. – Class A		1,050		31,091
RR Donnelley & Sons Co.		700		13,034
Secom Co., Ltd.		900		45,436
Securitas AB		79		923
Serco Group PLC		3,921		34,718
Stericycle, Inc.(a)		300		25,926
Toppan Printing Co., Ltd.		3,000		27,601
Waste Management, Inc.		1,650		61,149
				419,673
Construction & Engineering – 0.1%
ACS Actividades de Construccion y Servicios SA		399		18,305
Bouygues SA		547		25,267
Ferrovial SA		2,415		29,086
Fluor Corp.		600		42,456
Fomento de Construcciones y Contratas SA		242		7,737
Hochtief AG		500		49,325

176 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Jacobs Engineering Group, Inc.(a)		450	$	22,527
JGC Corp.		1,000		22,707
Kajima Corp.		4,000		10,723
Leighton Holdings Ltd.		815		25,846
Obayashi Corp.		2,000		8,997
Quanta Services, Inc.(a)		700		15,967
Shimizu Corp.		7,000		30,100
Skanska AB		1,000		20,543
Vinci SA		1,822		109,585
				439,171
Electrical Equipment – 0.3%
ABB Ltd. (REG)(a)		9,247		226,421
Alstom SA		464		27,690
Bekaert SA		160		17,357
Emerson Electric Co.		2,600		155,116
First Solar, Inc.(a)		200		29,478
Furukawa Electric Co., Ltd.		2,000		8,541
GS Yuasa Corp.		1,000		7,250
Legrand SA		1,711		71,821
Mitsubishi Electric Corp.		8,000		95,060
Nidec Corp.		500		46,639
Rockwell Automation, Inc.		500		43,865
Roper Industries, Inc.		350		29,445
Schneider Electric SA		1,004		166,296
Sumitomo Electric Industries Ltd.		3,200		46,959
Vestas Wind Systems A/S(a)		1,139		39,119
				1,011,057
Industrial Conglomerates – 0.6%
3M Co.		2,500		230,575
Delek Group Ltd.		2		477
Fraser and Neave Ltd.		2,000		8,855
General Electric Co.		36,800		769,856
Hankyu Hanshin Holdings, Inc.		5,000		24,144
Hutchison Whampoa Ltd.		9,000		106,289
Keppel Corp. Ltd.		5,000		44,431
Koninklijke Philips Electronics NV		4,120		134,629
Orkla ASA		3,785		34,487
SembCorp Industries Ltd.		3,000		11,282
Siemens AG		3,438		464,834
Smiths Group PLC		1,491		32,412
Textron, Inc.		950		25,735
Tyco International Ltd.		1,673		75,854
				1,963,860

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Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Industrial Warehouse Distribution – 0.3%
AMB Property Corp.		6,920	$	251,750
DCT Industrial Trust, Inc.		8,660		48,669
EastGroup Properties, Inc.		1,080		49,172
First Industrial Realty Trust, Inc.(a)		2,550		28,586
First Potomac Realty Trust		2,000		32,260
Global Logistic Properties Ltd.(a)		74,200		110,851
Mapletree Logistics Trust		74,800		53,134
ProLogis		25,350		412,191
ProLogis European Properties(a)		5,850		40,392
Segro PLC		30,140		157,795
Warehouses De Pauw SCA		390		20,829
				1,205,629
Machinery – 0.7%
Alfa Laval AB		1,562		31,911
Amada Co., Ltd.		1,000		9,010
Atlas Copco AB		1,516		34,461
Atlas Copco AB – Class A		2,919		73,391
Caterpillar, Inc.		2,200		226,446
Cummins, Inc.		700		70,784
Danaher Corp.		1,850		93,610
Deere & Co.		1,500		135,225
Dover Corp.		650		41,763
Eaton Corp.		600		66,468
Fanuc Corp.		800		124,967
Fiat Industrial SpA(a)		3,629		50,679
Flowserve Corp.		200		24,994
Hexagon AB		1,337		29,525
Hino Motors Ltd.		2,000		11,108
Hitachi Construction Machinery Co., Ltd.		1,200		30,129
IHI Corp.		4,000		10,525
Illinois Tool Works, Inc.		1,725		93,323
Ingersoll-Rand PLC		1,105		50,057
Japan Steel Works Ltd. (The)		1,000		10,476
Joy Global, Inc.		359		34,959
Kawasaki Heavy Industries Ltd.		10,000		40,468
Komatsu Ltd.		4,000		122,715
Kone Oyj		549		29,963
Kubota Corp.		5,000		51,540
Kurita Water Industries Ltd.		1,000		28,454
Makita Corp.		300		12,702
MAN SE		273		34,793
Metso Oyj		538		27,830
Mitsubishi Heavy Industries Ltd.		13,000		55,353
NGK Insulators Ltd.		1,000		18,307
NTN Corp.		1,000		5,384

178 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
PACCAR, Inc.		1,250	$	62,663
Pall Corp.		400		21,744
Parker Hannifin Corp.		550		49,049
Sandvik AB		4,213		80,859
Scania AB		1,009		22,504
Schindler Holding AG		322		36,520
SembCorp Marine Ltd.		7,000		29,608
SKF AB		1,285		35,865
SMC Corp.		200		34,330
Snap-On, Inc.		200		11,486
Sumitomo Heavy Industries Ltd.		4,000		28,218
THK Co., Ltd.		400		10,579
Vallourec SA		260		26,992
Volvo AB—Class B(a)		6,034		104,435
Wartsila Oyj		406		31,218
Weir Group PLC (The)		868		24,197
Zardoya Otis SA		1,413		22,018
				2,313,605
Marine – 0.0%
AP Moller – Maersk A/S (“A” Line of Shares)		5		48,153
AP Moller – Maersk A/S (“B” Line of Shares)		4		39,656
Kawasaki Kisen Kaisha Ltd.		2,000		8,753
Mitsui OSK Lines Ltd.		5,000		33,247
Nippon Yusen KK		6,000		26,537
Orient Overseas International Ltd.		500		4,061
				160,407
Mixed Office Industrial – 0.1%
Goodman Group		262,040		187,804
ING Industrial Fund		106,620		57,692
				245,496
Professional Services – 0.1%
Adecco SA		448		30,208
Bureau Veritas SA		607		46,873
Capita Group PLC (The)		2,071		24,425
Dun & Bradstreet Corp.		200		16,160
Equifax, Inc.		400		14,300
Experian PLC		2,795		35,445
Intertek Group PLC		1,297		38,026
Robert Half International, Inc.		500		15,950
SGS SA		13		22,644
				244,031
Road & Rail – 0.2%
Central Japan Railway Co.		6		53,776
CSX Corp.		1,300		97,058
East Japan Railway Co.		1,400		97,621
Keihin Electric Express Railway Co., Ltd.		1,000		8,267

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Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Keio Corp.		4,000	$	26,772
Kintetsu Corp.		7,000		22,129
MTR Corp.		9,000		33,407
Nippon Express Co., Ltd.		7,000		30,253
Norfolk Southern Corp.		1,250		81,975
Odakyu Electric Railway Co., Ltd.		3,000		27,975
QR National Ltd.(a)		7,202		23,465
Ryder System, Inc.		150		7,175
Tobu Railway Co., Ltd.		2,000		9,743
Tokyu Corp.		5,000		23,223
Union Pacific Corp.		1,700		162,197
West Japan Railway Co.		7		29,080
				734,116
Trading Companies & Distributors – 0.2%
Fastenal Co.		500		31,065
ITOCHU Corp.		6,000		62,394
Marubeni Corp.		7,000		53,729
Mitsubishi Corp.		5,700		158,587
Mitsui & Co., Ltd.		7,300		133,444
Noble Group Ltd.		21,181		34,359
Sumitomo Corp.		4,700		69,829
Toyota Tsusho Corp.		600		11,393
Wolseley PLC(a)		1,073		37,360
WW Grainger, Inc.		200		26,642
				618,802
Transportation Infrastructure – 0.0%
Abertis Infraestructuras SA		1,041		20,950
Aeroports de Paris		505		44,769
Atlantia SpA		1,286		29,474
Auckland International Airport Ltd.		343		574
Transurban Group		5,712		31,165
				126,932
				12,052,787
Information Technology – 2.9%
Communications Equipment – 0.4%
Alcatel-lucent(a)		7,334		36,259
Cisco Systems, Inc.(a)		19,150		355,424
F5 Networks, Inc.(a)		300		35,403
Harris Corp.		450		20,997
JDS Uniphase Corp.(a)		750		18,502
Juniper Networks, Inc.(a)		1,800		79,200
Motorola Mobility Holdings, Inc.(a)		981		29,626
Motorola Solutions, Inc.(a)		1,128		43,586
Nokia Oyj		15,648		134,912
QUALCOMM, Inc.		5,600		333,648

180 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Telefonaktiebolaget LM Ericsson – Class B		12,584	$	161,629
Tellabs, Inc.		1,250		6,738
				1,255,924
Computers & Peripherals – 0.6%
Apple, Inc.(a)		3,200		1,130,272
Dell, Inc.(a)		5,800		91,814
EMC Corp.(a)		7,100		193,191
Fujitsu Ltd.		8,000		54,250
Hewlett-Packard Co.		7,850		342,495
Lexmark International, Inc. – Class A(a)		250		9,383
Logitech International SA(a)		147		2,794
NEC Corp.		11,000		30,378
NetApp, Inc.(a)		1,250		64,575
SanDisk Corp.(a)		800		39,680
Toshiba Corp.		17,000		111,708
Western Digital Corp.(a)		800		24,464
				2,095,004
Electronic Equipment & Instruments & Components – 0.2%
Amphenol Corp. – Class A		600		34,488
Corning, Inc.		5,400		124,524
FLIR Systems, Inc.		550		17,765
Foxconn International Holdings Ltd.(a)		21,000		14,955
Fujifilm Holdings Corp.		1,900		66,895
Hamamatsu Photonics KK		300		11,572
Hirose Electric Co. Ltd.		100		11,466
Hitachi High-Technologies Corp.		400		9,328
Hitachi Ltd.		19,000		115,642
Hoya Corp.		1,800		43,189
Ibiden Co., Ltd.		200		6,937
Jabil Circuit, Inc.		650		13,929
Keyence Corp.		200		54,750
Kyocera Corp.		700		73,077
Molex, Inc.		450		12,569
Murata Manufacturing Co., Ltd.		800		59,639
Nippon Electric Glass Co., Ltd.		1,000		16,775
Omron Corp.		800		22,307
TDK Corp.		500		33,845
				743,652
Internet Software & Services – 0.2%
Akamai Technologies, Inc.(a)		600		22,518
eBay, Inc.(a)		3,950		132,345
Google, Inc. – Class A(a)		877		537,952
Monster Worldwide, Inc.(a)		400		6,860
United Internet AG		166		2,880
VeriSign, Inc.		600		21,174

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Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Yahoo! Japan Corp.		61	$	22,997
Yahoo!, Inc.(a)		4,500		73,800
				820,526
IT Services – 0.4%
Amadeus IT Holding SA(a)		829		16,156
Automatic Data Processing, Inc.		1,700		85,000
Cap Gemini SA		502		29,350
Cognizant Technology Solutions Corp. – Class A(a)		1,050		80,713
Computer Sciences Corp.		550		26,472
Computershare Ltd.		2,690		26,417
Fidelity National Information Services, Inc.		900		29,151
Fiserv, Inc.(a)		500		31,635
International Business Machines Corp.		4,300		696,084
Mastercard, Inc. – Class A		350		84,196
Nomura Research Institute Ltd.		1,300		30,512
NTT Data Corp.		8		28,591
Paychex, Inc.		1,100		36,993
SAIC, Inc.(a)		1,000		16,340
Teradata Corp.(a)		550		26,301
Total System Services, Inc.		550		9,763
Visa, Inc. – Class A		1,702		124,331
Western Union Co. (The) – Class W		2,250		49,477
				1,427,482
Office Electronics – 0.1%
Brother Industries Ltd.		700		11,056
Canon, Inc.		4,700		227,289
Konica Minolta Holdings, Inc.		2,000		18,529
Ricoh Co., Ltd.		3,000		40,029
Xerox Corp.		4,750		51,062
				347,965
Semiconductors & Semiconductor Equipment – 0.4%
Advanced Micro Devices, Inc.(a)		1,950		17,960
Advantest Corp.		200		4,171
Altera Corp.		1,050		43,953
Analog Devices, Inc.		1,000		39,880
Applied Materials, Inc.		4,600		75,578
ARM Holdings PLC		4,000		39,969
ASML Holding NV		1,802		78,488
Broadcom Corp. – Class A		1,550		63,891
Elpida Memory, Inc.(a)		400		6,036
Infineon Technologies AG		3,835		42,129
Intel Corp.		19,250		413,297
KLA-Tencor Corp.		550		26,851
Linear Technology Corp.		750		25,920

182 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
LSI Corp.(a)		2,100	$	13,209
MEMC Electronic Materials, Inc.(a)		750		10,178
Microchip Technology, Inc.		650		23,992
Micron Technology, Inc.(a)		2,950		32,833
National Semiconductor Corp.		800		12,400
Novellus Systems, Inc.(a)		300		11,988
NVIDIA Corp.(a)		2,000		45,320
Rohm Co., Ltd.		400		28,269
STMicroelectronics NV		2,898		37,231
Sumco Corp.(a)		1,500		27,583
Teradyne, Inc.(a)		600		11,178
Texas Instruments, Inc.		4,050		144,220
Tokyo Electron Ltd.		700		46,046
Xilinx, Inc.		900		29,925
				1,352,495
Software – 0.6%
Adobe Systems, Inc.(a)		1,750		60,375
Autodesk, Inc.(a)		800		33,640
Autonomy Corp. PLC(a)		942		25,173
BMC Software, Inc.(a)		600		29,700
CA, Inc.		1,300		32,214
Citrix Systems, Inc.(a)		650		45,604
Compuware Corp.(a)		750		8,445
Dassault Systemes SA		685		52,464
Electronic Arts, Inc.(a)		1,100		20,680
Intuit, Inc.(a)		950		49,951
Konami Corp.		500		10,570
McAfee, Inc.(a)		550		26,373
Microsoft Corp.		26,000		691,080
Nintendo Co., Ltd.		400		117,634
Novell, Inc.(a)		1,200		7,056
Oracle Corp.		13,350		439,215
Oracle Corp. Japan		300		14,166
Red Hat, Inc.(a)		650		26,832
Sage Group PLC (The)		7,385		34,131
Salesforce.com, Inc.(a)		400		52,908
SAP AG		3,586		216,697
Square Enix Holdings Co., Ltd.		200		3,734
Symantec Corp.(a)		2,650		47,779
Trend Micro, Inc.		400		12,499
				2,058,920
				10,101,968
Energy – 2.7%
Energy Equipment & Services – 0.4%
Baker Hughes, Inc.		1,500		106,575
Cameron International Corp.(a)		850		50,260

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Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Diamond Offshore Drilling, Inc.		250	$	19,558
FMC Technologies, Inc.(a)		400		37,620
Fugro NV		457		38,443
Halliburton Co.		3,150		147,861
Helmerich & Payne, Inc.		350		22,747
Nabors Industries Ltd.(a)		950		27,047
National Oilwell Varco, Inc.		1,450		115,376
Noble Corp.		893		39,926
Petrofac Ltd.		951		21,533
Rowan Cos., Inc.(a)		400		17,068
Saipem SpA		758		38,293
Schlumberger Ltd.		4,742		442,998
Seadrill Ltd.		785		29,984
Subsea 7 SA		1,136		29,264
Technip SA		343		33,898
Tenaris SA		2,373		53,615
Transocean Ltd.(a)		1,317		108,542
WorleyParsons Ltd.		2,351		72,715
				1,453,323
Oil, Gas & Consumable Fuels – 2.3%
Anadarko Petroleum Corp.		1,700		139,111
Apache Corp.		1,350		168,237
BG Group PLC		14,129		344,050
BP PLC		78,510		632,921
Cabot Oil & Gas Corp.		350		15,981
Chesapeake Energy Corp.		2,250		80,123
Chevron Corp.		6,950		721,062
ConocoPhillips		5,100		397,137
Consol Energy, Inc.		800		40,568
Denbury Resources, Inc.(a)		1,350		32,711
Devon Energy Corp.		1,500		137,160
El Paso Corp.		2,400		44,640
ENI SpA		10,879		265,258
EOG Resources, Inc.		900		101,079
EQT Corp.		500		24,650
Exxon Mobil Corp.		17,463		1,493,610
Galp Energia SGPS SA		1,473		30,651
Hess Corp.		1,050		91,381
Idemitsu Kosan Co., Ltd.		100		11,825
Inpex Corp.		9		63,242
JX Holdings, Inc.		9,000		63,400
Marathon Oil Corp.		2,450		121,520
Massey Energy Co.		350		22,166
Murphy Oil Corp.		650		47,795
Newfield Exploration Co.(a)		450		32,756
Noble Energy, Inc.		600		55,596
Occidental Petroleum Corp.		2,800		285,516

184 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
OMV AG		455	$	19,335
Origin Energy Ltd.		3,680		62,769
Peabody Energy Corp.		950		62,216
Pioneer Natural Resources Co.		400		40,936
QEP Resources, Inc.		618		24,442
Range Resources Corp.		550		29,865
Repsol YPF SA		3,061		102,755
Royal Dutch Shell PLC – Class A		14,816		532,973
Royal Dutch Shell PLC – Class B		11,265		402,704
Santos Ltd.		2,162		31,663
Southwestern Energy Co.(a)		1,200		47,376
Spectra Energy Corp.		2,200		58,850
Statoil ASA		4,663		123,122
Sunoco, Inc.		400		16,744
Tesoro Corp.(a)		450		10,701
TonenGeneral Sekiyu KK		3,000		35,427
Total SA		8,832		541,402
Tullow Oil PLC		3,706		86,580
Valero Energy Corp.		1,950		54,951
Williams Cos., Inc. (The)		2,000		60,720
Woodside Petroleum Ltd.		2,273		99,005
				7,908,682
				9,362,005
Consumer Discretionary – 2.6%
Auto Components – 0.1%
Aisin Seiki Co., Ltd.		800		30,640
Bridgestone Corp.		2,700		55,519
Cie Generale des Etablissements Michelin – Class B		728		59,337
Continental AG(a)		339		28,724
Denso Corp.		2,000		75,137
Goodyear Tire & Rubber Co. (The)(a)		800		11,344
Johnson Controls, Inc.		2,300		93,840
NGK Spark Plug Co., Ltd.		1,000		14,982
Nokian Renkaat Oyj		624		25,335
Stanley Electric Co., Ltd.		400		7,367
Toyota Boshoku Corp.		700		11,696
Toyota Industries Corp.		700		24,280
				438,201
Automobiles – 0.6%
Bayerische Motoren Werke AG		1,384		112,440
Daihatsu Motor Co., Ltd.		1,000		15,816
Daimler AG(a)		3,769		266,352
Fiat SpA		3,629		33,701
Ford Motor Co.(a)		12,920		194,446
Fuji Heavy Industries Ltd.		4,000		34,468

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Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Harley-Davidson, Inc.		800	$	32,656
Honda Motor Co., Ltd.		6,900		301,131
Isuzu Motors Ltd.		3,000		13,566
Mazda Motor Corp.		10,000		25,898
Mitsubishi Motors Corp.(a)		16,000		22,774
Nissan Motor Co., Ltd.		10,400		106,861
Peugeot SA(a)		718		28,758
Porsche Automobil Holding SE (Preference Shares)		289		23,024
Renault SA(a)		587		35,996
Suzuki Motor Corp.		1,400		33,276
Toyota Motor Corp.		11,000		514,001
Volkswagen AG		282		42,898
Volkswagen AG (Preference Shares)		711		120,909
Yamaha Motor Co., Ltd.(a)		1,800		32,017
				1,990,988
Distributors – 0.0%
Genuine Parts Co.		550		28,979
Jardine Cycle & Carriage Ltd.		1,000		26,615
Li & Fung Ltd.		10,000		60,842
				116,436
Diversified Consumer Services – 0.0%
Apollo Group, Inc. – Class A(a)		450		20,367
Benesse Holdings, Inc.		600		27,265
DeVry, Inc.		200		10,850
H&R Block, Inc.		1,050		15,950
				74,432
Hotels, Restaurants & Leisure – 0.3%
Carnival Corp.		1,500		64,005
Carnival PLC		612		27,359
Compass Group PLC		7,861		70,734
Crown Ltd.		3,417		29,176
Darden Restaurants, Inc.		450		21,209
Genting Singapore PLC(a)		25,000		37,645
International Game Technology		1,000		16,460
Marriott International, Inc. – Class A		1,000		39,210
McDonald’s Corp.		3,650		276,232
OPAP SA		1,548		32,321
Oriental Land Co., Ltd.		200		20,024
Sands China Ltd.(a)		18,000		42,788
Sky City Entertainment Group Ltd.		1,522		3,738
Sodexo		418		28,767
Starbucks Corp.		2,550		84,099
Starwood Hotels & Resorts Worldwide, Inc.		650		39,715
TABCORP Holdings Ltd.		6,058		47,064
Wynn Macau Ltd.		16,000		43,238

186 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Wynn Resorts Ltd.		250	$	30,733
Yum! Brands, Inc.		1,600		80,528
				1,035,045
Household Durables – 0.2%
DR Horton, Inc.		950		11,248
Electrolux AB		609		15,272
Fortune Brands, Inc.		550		34,023
Harman International Industries, Inc.		250		12,160
Leggett & Platt, Inc.		500		11,530
Lennar Corp. – Class A		500		10,080
Newell Rubbermaid, Inc.		1,000		19,340
Panasonic Corp.		8,200		110,765
Pulte Group, Inc.(a)		1,150		7,935
Rinnai Corp.		200		12,296
Sekisui Chemical Co., Ltd.		1,000		7,902
Sekisui House Ltd.		2,000		20,750
Sharp Corp.		4,000		43,579
Sony Corp.		4,200		154,638
Stanley Black & Decker, Inc.		600		45,498
Whirlpool Corp.		250		20,625
				537,641
Internet & Catalog Retail – 0.1%
Amazon.com, Inc.(a)		1,250		216,612
Dena Co., Ltd.		939		36,444
Expedia, Inc.		650		12,909
NetFlix, Inc.(a)		150		31,001
priceline.com, Inc.(a)		200		90,776
Rakuten, Inc.		30		26,663
				414,405
Leisure Equipment & Products – 0.1%
Hasbro, Inc.		450		20,205
Mattel, Inc.		1,200		30,072
Nikon Corp.		1,300		30,539
Sankyo Co., Ltd.		200		11,328
Sega Sammy Holdings, Inc.		700		15,973
Shimano, Inc.		200		9,960
				118,077
Media – 0.6%
British Sky Broadcasting Group PLC		5,044		64,532
Cablevision Systems Corp.		800		29,480
CBS Corp. – Class B		2,350		56,071
Comcast Corp. – Class A		9,600		247,296
Dentsu, Inc.		1,100		35,118
DIRECTV – Class A(a)		2,900		133,313
Discovery Communications, Inc. – Class A(a)		950		40,955

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 187

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Eutelsat Communications		1,123	$	44,817
Fuji Media Holdings, Inc.		5		8,449
Gannett Co., Inc.		800		13,208
Interpublic Group of Cos., Inc. (The)(a)		1,650		21,780
McGraw-Hill Cos., Inc. (The)		1,050		40,614
Modern Times Group AB		353		23,624
News Corp. – Class A		7,850		136,354
Omnicom Group, Inc.		1,050		53,445
Pearson PLC		3,391		57,837
Publicis Groupe SA		877		50,025
Reed Elsevier NV		4,977		65,651
Reed Elsevier PLC		3,309		29,545
Scripps Networks Interactive, Inc. – Class A		300		15,582
SES SA (FDR)		1,731		44,569
Singapore Press Holdings Ltd.		1,000		3,053
Time Warner Cable, Inc. – Class A		1,250		90,225
Time Warner, Inc.		3,850		147,070
Viacom, Inc. – Class B		2,100		93,786
Vivendi SA		5,137		146,409
Walt Disney Co. (The)		6,550		286,497
Washington Post Co. (The) – Class B		50		21,655
WPP PLC		5,248		72,225
				2,073,185
Multiline Retail – 0.1%
Big Lots, Inc.(a)		250		10,258
Family Dollar Stores, Inc.		450		22,536
Isetan Mitsukoshi Holdings Ltd.		2,300		27,865
JC Penney Co., Inc.		800		27,968
Kohl’s Corp.(a)		1,000		53,890
Macy’s, Inc.		1,450		34,655
Marks & Spencer Group PLC		4,790		26,970
Next PLC		1,569		50,398
Nordstrom, Inc.		600		27,156
PPR		190		28,826
Sears Holdings Corp.(a)		150		12,497
Target Corp.		2,450		128,747
				451,766
Specialty Retail – 0.3%
Abercrombie & Fitch Co. – Class A		300		17,211
AutoNation, Inc.(a)		200		6,728
AutoZone, Inc.(a)		100		25,795
Bed Bath & Beyond, Inc.(a)		900		43,335
Best Buy Co., Inc.		1,100		35,464
CarMax, Inc.(a)		773		27,341
Esprit Holdings Ltd.		4,000		19,687

188 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Fast Retailing Co., Ltd.		200	$	31,401
GameStop Corp. – Class A(a)		500		9,975
Gap, Inc. (The)		1,500		33,795
Hennes & Mauritz AB – Class B		4,272		139,585
Home Depot, Inc.		5,650		211,705
Inditex SA		912		66,092
Kingfisher PLC		7,188		29,720
Limited Brands, Inc.		900		28,818
Lowe’s Cos., Inc.		4,750		124,307
Nitori Holdings Co., Ltd.		350		30,989
O’Reilly Automotive, Inc.(a)		500		27,790
RadioShack Corp.		350		5,180
Ross Stores, Inc.		400		28,816
Shimamura Co., Ltd.		100		9,687
Staples, Inc.		2,500		53,250
Tiffany & Co.		450		27,698
TJX Cos., Inc.		1,350		67,324
Urban Outfitters, Inc.(a)		450		17,271
Yamada Denki Co., Ltd.		340		25,972
				1,144,936
Textiles, Apparel & Luxury Goods – 0.2%
Adidas AG		874		56,128
Burberry Group PLC		2,317		45,157
Christian Dior SA		238		34,305
Cie Financiere Richemont SA		2,181		124,805
Coach, Inc.		1,000		54,920
Luxottica Group SpA		932		28,954
LVMH Moet Hennessy Louis Vuitton SA		1,023		161,339
NIKE, Inc. – Class B		1,350		120,190
Pandora A/S(a)		235		13,701
Polo Ralph Lauren Corp. – Class A		250		31,678
Swatch Group AG (The) (SWX Exchange)		144		61,338
VF Corp.		300		28,701
				761,216
				9,156,328
Consumer Staples – 2.5%
Beverages – 0.5%
Anheuser-Busch InBev NV		3,017		168,493
Asahi Breweries Ltd.		1,600		30,929
Brown-Forman Corp. – Class B		350		24,203
Carlsberg A/S		534		56,718
Coca Cola Hellenic Bottling Co. SA		672		18,291
Coca-Cola Amatil Ltd.		2,530		30,606
Coca-Cola Co. (The)		8,050		514,556
Coca-Cola Enterprises, Inc.		1,150		30,245
Constellation Brands, Inc. – Class A(a)		600		12,192

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 189

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Diageo PLC		10,468	$	204,655
Dr Pepper Snapple Group, Inc.		750		27,045
Foster’s Group Ltd.		5,254		30,628
Heineken NV		995		51,314
Kirin Holdings Co., Ltd.		3,000		42,953
Molson Coors Brewing Co. – Class B		550		25,152
PepsiCo, Inc.		5,500		348,810
Pernod-Ricard SA		827		76,195
SABMiller PLC		3,969		133,708
				1,826,693
Food & Staples Retailing – 0.6%
Aeon Co., Ltd.		2,500		31,543
Carrefour SA		2,504		122,974
Colruyt SA		451		22,665
Costco Wholesale Corp.		1,500		112,185
CVS Caremark Corp.		4,700		155,382
Delhaize Group SA		310		23,946
FamilyMart Co., Ltd.		500		18,937
J Sainsbury PLC		910		5,622
Jeronimo Martins SGPS SA		227		3,638
Kesko Oyj		31		1,335
Koninklijke Ahold NV		4,980		66,890
Kroger Co. (The)		2,200		50,380
Lawson, Inc.		600		29,545
Metro AG		437		32,017
Safeway, Inc.		1,250		27,275
Seven & I Holdings Co., Ltd.		3,100		86,531
SUPERVALU, Inc.		700		6,041
Sysco Corp.		2,000		55,580
Tesco PLC		33,518		220,155
Wal-Mart Stores, Inc.		6,753		351,021
Walgreen Co.		3,200		138,688
Wesfarmers Ltd.		4,200		141,670
Wesfarmers Ltd. (Partially Protected Shares)		1,163		39,668
Whole Foods Market, Inc.		500		29,280
Woolworths Ltd.		5,184		142,221
				1,915,189
Food Products – 0.7%
Ajinomoto Co., Inc.		3,000		34,559
Archer-Daniels-Midland Co.		2,200		81,796
Aryzta AG		558		26,082
Associated British Foods PLC		1,500		23,573
Campbell Soup Co.		650		21,879
ConAgra Foods, Inc.		1,500		34,740
Danone		2,437		152,744
Dean Foods Co.(a)		600		6,336
General Mills, Inc.		2,200		81,708

190 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Golden Agri-Resources Ltd.		44,000	$	22,569
Hershey Co. (The)		550		28,776
HJ Heinz Co.		1,100		55,242
Hormel Foods Corp.		500		13,700
JM Smucker Co. (The)		400		27,536
Kellogg Co.		900		48,204
Kerry Group PLC		712		25,948
Kraft Foods, Inc. – Class A		6,000		191,040
Lindt & Spruengli AG		1		31,318
McCormick & Co., Inc.		450		21,443
Mead Johnson Nutrition Co. – Class A		700		41,895
MEIJI Holdings Co., Ltd.		600		28,291
Nestle SA		13,790		780,776
Nissin Foods Holdings Co., Ltd.		400		14,379
Parmalat SpA		9,597		29,424
Sara Lee Corp.		2,200		37,664
Tyson Foods, Inc. – Class A		1,000		18,630
Unilever NV		6,807		205,312
Unilever PLC		5,363		159,006
Wilmar International Ltd.		8,000		32,034
Yakult Honsha Co., Ltd.		900		25,472
				2,302,076
Household Products – 0.3%
Clorox Co.		500		33,880
Colgate-Palmolive Co.		1,700		133,484
Henkel AG & Co. KGaA		915		46,718
Henkel AG & Co. KGaA (Preference Shares)		626		37,718
Kimberly-Clark Corp.		1,400		92,260
Procter & Gamble Co. (The)		9,700		611,585
Reckitt Benckiser Group PLC		2,575		132,756
Unicharm Corp.		300		11,615
				1,100,016
Personal Products – 0.1%
Avon Products, Inc.		1,450		40,325
Beiersdorf AG		454		27,253
Estee Lauder Cos., Inc. (The) – Class A		400		37,764
Kao Corp.		2,300		62,125
L’Oreal SA		1,002		116,585
Shiseido Co., Ltd.		1,400		28,571
				312,623
Tobacco – 0.3%
Altria Group, Inc.		7,200		182,664
British American Tobacco PLC		8,344		334,294
Imperial Tobacco Group PLC		4,255		136,544
Japan Tobacco, Inc.		19		78,596
Lorillard, Inc.		500		38,385

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 191

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Philip Morris International, Inc.		6,250	$	392,375
Reynolds American, Inc.		1,150		39,468
Swedish Match AB		501		15,827
				1,218,153
				8,674,750
Health Care – 2.4%
Biotechnology – 0.2%
Actelion Ltd.(a)		892		49,503
Amgen, Inc.(a)		3,250		166,822
Biogen Idec, Inc.(a)		850		58,140
Celgene Corp.(a)		1,600		84,960
Cephalon, Inc.(a)		250		14,078
CSL Ltd.		2,404		87,332
Genzyme Corp.(a)		900		67,905
Gilead Sciences, Inc.(a)		2,800		109,144
				637,884
Health Care Equipment & Supplies – 0.3%
Baxter International, Inc.		2,000		106,300
Becton Dickinson and Co.		800		64,000
Boston Scientific Corp.(a)		5,250		37,590
CareFusion Corp.(a)		750		20,490
Cie Generale d’Optique Essilor International SA		840		60,029
CR Bard, Inc.		350		34,216
DENTSPLY International, Inc.		500		18,685
Fresenius SE		873		79,803
Getinge AB		1,073		26,207
Intuitive Surgical, Inc.(a)		150		49,193
Medtronic, Inc.		3,700		147,704
Olympus Corp.		900		26,455
Smith & Nephew PLC		2,561		29,665
Sonova Holding AG		15		1,994
St Jude Medical, Inc.(a)		1,200		57,456
Stryker Corp.		1,200		75,912
Synthes, Inc.		191		26,222
Terumo Corp.		700		38,441
Varian Medical Systems, Inc.(a)		400		27,712
Zimmer Holdings, Inc.(a)		700		43,638
				971,712
Health Care Providers & Services – 0.3%
Aetna, Inc.		1,350		50,436
AmerisourceBergen Corp. – Class A		950		36,015
Cardinal Health, Inc.		1,200		49,968
CIGNA Corp.		950		39,966
Coventry Health Care, Inc.(a)		500		15,100

192 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
DaVita, Inc.(a)		350	$	27,780
Express Scripts, Inc. – Class A(a)		1,800		101,196
Fresenius Medical Care AG & Co. KGaA		508		33,691
Humana, Inc.(a)		600		39,006
Laboratory Corp. of America Holdings(a)		350		31,546
McKesson Corp.		900		71,352
Medco Health Solutions, Inc.(a)		1,450		89,378
Patterson Cos., Inc.		300		10,014
Quest Diagnostics, Inc.		550		31,213
Sonic Healthcare Ltd.		2,147		24,751
Tenet Healthcare Corp.(a)		1,650		11,847
UnitedHealth Group, Inc.		3,800		161,804
WellPoint, Inc.(a)		1,350		89,734
				914,797
Health Care Technology – 0.0%
Cerner Corp.(a)		250		25,113
Life Sciences Tools & Services – 0.1%
Agilent Technologies, Inc.(a)		1,200		50,496
Life Technologies Corp.(a)		650		34,690
PerkinElmer, Inc.		400		10,600
Thermo Fisher Scientific, Inc.(a)		1,350		75,357
Waters Corp.(a)		300		24,915
				196,058
Pharmaceuticals – 1.5%
Abbott Laboratories		5,350		257,335
Allergan, Inc.		1,050		77,878
Astellas Pharma, Inc.		1,900		74,710
AstraZeneca PLC		6,025		294,817
Bayer AG		3,455		268,486
Bristol-Myers Squibb Co.		5,900		152,279
Chugai Pharmaceutical Co., Ltd.		1,500		28,906
Daiichi Sankyo Co., Ltd.		2,800		60,134
Dainippon Sumitomo Pharma Co., Ltd.		1,000		9,724
Eisai Co., Ltd.		1,100		41,208
Elan Corp. PLC(a)		4,431		28,470
Eli Lilly & Co.		3,500		120,960
Forest Laboratories, Inc.(a)		950		30,780
GlaxoSmithKline PLC		21,697		416,504
Hisamitsu Pharmaceutical Co., Inc.		500		20,223
Hospira, Inc.(a)		600		31,710
Johnson & Johnson		9,500		583,680
Merck & Co., Inc.		10,650		346,870
Mitsubishi Tanabe Pharma Corp.		1,000		16,953
Mylan, Inc.(a)		1,500		34,305
Novartis AG		8,817		495,486
Novo Nordisk A/S – Class B		1,820		229,397
Ono Pharmaceutical Co., Ltd.		600		31,415

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 193

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Pfizer, Inc.		27,650	$	531,986
Roche Holding AG		2,936		442,873
Sanofi-Aventis SA		4,382		303,006
Shionogi & Co., Ltd.		1,200		22,799
Shire PLC		2,349		66,524
Taisho Pharmaceutical Co., Ltd.		1,000		21,912
Takeda Pharmaceutical Co., Ltd.		3,100		154,442
Teva Pharmaceutical Industries Ltd.		3,835		192,620
UCB SA		10		372
Watson Pharmaceuticals, Inc.(a)		450		25,196
				5,413,960
				8,159,524
Equity:Other – 2.0%
Diversified/Specialty – 1.3%
Affine SA		100		2,681
Alexandria Real Estate Equities, Inc.		2,260		181,252
Allgreen Properties Ltd.		32,100		26,353
American Assets Trust, Inc.(a)		1,300		28,028
Artis Real Estate Investment Trust		3,100		43,969
Azrieli Group(a)		1,400		38,443
BioMed Realty Trust, Inc.		5,250		95,287
CA Immobilien Anlagen AG(a)		3,540		60,890
Campus Crest Communities, Inc.		1,200		17,184
Canadian Real Estate Investment Trust		2,700		92,182
CapLease, Inc.		2,300		12,351
CB Richard Ellis Group, Inc. – Class A(a)		1,000		25,040
Cheung Kong Holdings Ltd.		6,000		93,889
Cofinimmo		570		79,504
Corrections Corp. of America(a)		4,520		112,277
Country Garden Holdings Co.		140,500		56,054
Cousins Properties, Inc.		4,214		35,735
Daejan Holdings PLC		200		9,412
Dexus Property Group		199,080		174,159
DIC Asset AG		1,200		17,154
Digital Realty Trust, Inc.		3,660		215,281
Dundee Real Estate Investment Trust		1,700		55,101
DuPont Fabros Technology, Inc.		2,390		58,364
Eurobank Properties Real Estate Investment Co.		820		7,480
F&C Commercial Property Trust Ltd.		20,800		34,355
FKP Property Group		36,190		32,096
Fonciere Des Regions		970		105,388
Forest City Enterprises, Inc.(a)		5,560		105,084
Franklin Street Properties Corp.		3,220		48,397
H&R Real Estate Investment Trust		5,900		129,714
Helical Bar PLC		4,770		21,756
Hopson Development Holdings Ltd.(a)		29,500		32,794

194 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Hysan Development Co., Ltd.		32,500	$	147,859
ING UK Real Estate Income Trust Ltd.		14,200		11,707
Inmobiliaria Colonial SA(a)		139,400		15,199
Investors Real Estate Trust		3,110		28,985
Invista Foundation Property		14,700		9,182
IRP Property Investments Ltd.		3,410		4,543
ISIS Property Ltd.		2,280		3,796
Kenedix Realty Investment Corp. – Class A		10		47,399
Kiwi Income Property Trust		40,000		30,172
Klovern AB		4,890		25,478
Kungsleden AB		5,600		54,824
Lamda Development SA(a)		500		2,656
Lexington Realty Trust		5,480		51,896
London & Stamford Property PLC		22,400		45,700
Minerva PLC(a)		6,670		10,843
Morguard Real Estate Investment Trust		1,700		24,672
Mucklow (A & J) Group PLC		1,000		4,877
New World China Land Ltd.		73,800		28,173
Nieuwe Steen Investments Funds NV		1,750		35,958
Premier Investment Corp.		5		24,350
Quintain Estates & Development PLC(a)		21,370		14,980
Shui On Land Ltd.		108,400		51,392
Singapore Land Ltd.		7,000		39,993
Soho China Ltd.		86,000		62,125
ST Modwen Properties PLC		6,200		16,701
Standard Life Investment Property Income Trust PLC		4,700		4,985
Suntec Real Estate Investment Trust		90,000		104,978
Swire Pacific Ltd.		3,000		42,101
TAG Immobilien AG(a)		2,420		23,543
Tokyu Land Corp.		15,870		91,271
Tokyu REIT, Inc.		5		34,366
Top REIT, Inc.		7		45,356
UK Commercial Property Trust Ltd.		14,800		18,574
Unite Group PLC(a)		6,580		21,444
United Urban Investment Corp.		48		62,835
Vornado Realty Trust		8,070		753,174
Washington Real Estate Investment Trust		2,590		80,912
Wereldhave Belgium NV		50		4,934
Wereldhave NV		870		88,383
Weyerhaeuser Co.		1,842		44,963
Wihlborgs Fastigheter AB		1,560		45,059
Winthrop Realty Trust		800		9,760
				4,317,752
Health Care – 0.6%
Chartwell Seniors Housing Real Estate Investment Trust		5,800		52,177

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 195

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Extendicare Real Estate Investment Trust		3,300	$	34,238
HCP, Inc.		16,460		625,480
Health Care REIT, Inc.		6,470		337,864
Healthcare Realty Trust, Inc.		2,550		59,415
LTC Properties, Inc.		1,000		29,220
Medical Properties Trust, Inc.		4,580		53,723
National Health Investors, Inc.		1,200		57,024
National Healthcare Corp.		420		19,992
Nationwide Health Properties, Inc.		5,200		222,248
Omega Healthcare Investors, Inc.		3,990		95,640
Primary Health Properties PLC		2,540		13,647
Senior Housing Properties Trust		5,830		143,068
Universal Health Realty Income Trust		460		18,294
Ventas, Inc.		7,000		387,940
				2,149,970
Triple Net – 0.1%
Agree Realty Corp.		400		10,212
Entertainment Properties Trust		1,910		91,050
Getty Realty Corp.		900		26,478
National Retail Properties, Inc.		3,470		89,144
Realty Income Corp.		4,720		169,778
				386,662
				6,854,384
Materials – 1.9%
Chemicals – 0.7%
Air Liquide SA		1,182		153,028
Air Products & Chemicals, Inc.		750		69,000
Airgas, Inc.		250		15,645
Akzo Nobel NV		1,204		81,842
Asahi Kasei Corp.		5,000		34,673
BASF SE		3,838		320,012
CF Industries Holdings, Inc.		250		35,320
Daicel Chemical Industries Ltd.		1,000		6,875
Dow Chemical Co. (The)		4,000		148,640
Eastman Chemical Co.		250		23,353
Ecolab, Inc.		800		38,912
EI du Pont de Nemours & Co.		3,150		172,840
FMC Corp.		250		19,360
Givaudan SA		29		28,919
Hitachi Chemical Co., Ltd.		1,400		32,541
Incitec Pivot Ltd.		9,134		41,212
International Flavors & Fragrances, Inc.		250		14,238
Israel Chemicals Ltd.		1,823		30,357
Israel Corp. Ltd. (The)(a)		25		29,649
JSR Corp.		1,500		32,261
K&S AG		15		1,160

196 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Kansai Paint Co., Ltd.		1,000	$	9,526
Kuraray Co., Ltd.		1,500		21,304
Lanxess AG		343		25,558
Linde AG		706		107,898
Makhteshim-Agan Industries Ltd.(a)		319		1,593
Mitsubishi Chemical Holdings Corp.		5,500		40,336
Mitsubishi Gas Chemical Co., Inc.		1,000		7,755
Mitsui Chemicals, Inc.		9,000		33,800
Monsanto Co.		1,850		132,997
Nitto Denko Corp.		700		42,448
Novozymes A/S		202		28,233
Orica Ltd.		1,047		27,675
PPG Industries, Inc.		550		48,609
Praxair, Inc.		1,050		104,349
Sherwin-Williams Co. (The)		300		24,636
Shin-Etsu Chemical Co., Ltd.		1,700		98,285
Showa Denko KK		4,000		8,819
Sigma-Aldrich Corp.		400		25,556
Sika AG		1		2,143
Solvay SA		253		29,671
Sumitomo Chemical Co., Ltd.		7,000		37,887
Syngenta AG		395		132,685
Taiyo Nippon Sanso Corp.		3,000		26,823
Toray Industries, Inc.		6,000		45,545
Ube Industries Ltd.		3,000		9,747
Umicore SA		530		26,722
Wacker Chemie AG		219		40,425
Yara International ASA		733		38,919
				2,509,781
Construction Materials – 0.1%
CRH PLC (London)		2,957		68,102
Fletcher Building Ltd.		4,230		28,071
HeidelbergCement AG		941		66,089
Holcim Ltd.		1,025		75,308
Lafarge SA		838		50,907
Vulcan Materials Co.		450		20,632
				309,109
Containers & Packaging – 0.0%
Amcor Ltd.		391		2,772
Ball Corp.		600		21,660
Bemis Co., Inc.		350		11,498
Owens-Illinois, Inc.(a)		550		16,769
Sealed Air Corp.		550		15,136
Toyo Seikan Kaisha Ltd.		1,600		29,442
				97,277

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 197

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Metals & Mining – 1.0%
AK Steel Holding Corp.		350	$	5,593
Alcoa, Inc.		3,500		58,975
Allegheny Technologies, Inc.		350		23,478
Alumina Ltd.		19,342		47,386
Anglo American PLC		5,510		298,883
Antofagasta PLC		1,780		40,765
ArcelorMittal (Euronext Amsterdam)		3,587		131,738
BHP Billiton Ltd.		14,024		662,692
BHP Billiton PLC		9,222		365,554
Boliden AB		1,951		41,718
Cliffs Natural Resources, Inc.		500		48,535
Eramet		52		18,797
Eurasian Natural Resources Corp. PLC		2,481		38,926
Fortescue Metals Group Ltd.(a)		8,833		60,283
Freeport-McMoRan Copper & Gold, Inc.		3,250		172,087
Fresnillo PLC		1,708		44,315
JFE Holdings, Inc.		1,900		60,172
Kazakhmys PLC		928		21,813
Kobe Steel Ltd.		10,000		27,370
Newcrest Mining Ltd.		3,194		123,449
Newmont Mining Corp.		1,700		93,959
Nippon Steel Corp.		21,000		76,373
Norsk Hydro ASA		4,164		34,354
Nucor Corp.		1,100		52,756
Outokumpu Oyj		1,228		22,046
OZ Minerals Ltd.		24,439		40,661
Randgold Resources Ltd.(a)		278		22,513
Rio Tinto Ltd.		1,821		159,002
Rio Tinto PLC		6,057		426,513
SSAB AB – Class A		1,547		24,317
Sumitomo Metal Industries Ltd.		14,000		35,575
Sumitomo Metal Mining Co., Ltd.		2,000		37,889
ThyssenKrupp AG		819		34,179
Titanium Metals Corp.(a)		300		5,697
United States Steel Corp.		500		28,745
Voestalpine AG		727		33,615
Xstrata PLC		8,597		196,623
				3,617,346
Paper & Forest Products – 0.1%
International Paper Co.		1,500		41,670
MeadWestvaco Corp.		550		16,143
Nippon Paper Group, Inc.		1,000		27,505
OJI Paper Co., Ltd.		6,000		29,868
Stora Enso Oyj		2,992		33,705
Svenska Cellulosa AB – Class B		1,716		28,359
UPM-Kymmene Oyj		1,790		35,546
				212,796
				6,746,309

198 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Retail – 1.4%
Regional Mall – 0.7%
Alexander’s, Inc.		140	$	55,402
CBL & Associates Properties, Inc.		5,690		101,567
General Growth Properties, Inc.		19,500		310,440
Glimcher Realty Trust		4,080		37,536
Macerich Co. (The)		5,370		271,937
Pennsylvania Real Estate Investment Trust		2,210		31,912
Simon Property Group, Inc.		13,070		1,438,223
Taubman Centers, Inc.		1,750		97,090
				2,344,107
Shopping Center/Other Retail – 0.7%
Acadia Realty Trust		1,660		32,868
Bunnings Warehouse Property Trust		17,560		31,624
Calloway Real Estate Investment Trust		4,000		102,064
Capital & Counties Properties PLC		25,580		62,210
Capital Shopping Centres Group		26,480		170,225
Cedar Shopping Centers, Inc.		2,550		15,453
Charter Hall Retail REIT		12,576		41,196
Citycon Oyj		7,580		33,472
Crombie Real Estate Investment Trust		1,400		18,834
Deutsche Euroshop AG		2,115		79,839
Developers Diversified Realty Corp.		10,470		149,721
Development Securities PLC		5,070		16,979
Equity One, Inc.		2,030		38,854
Eurocommercial Properties N.V.		1,590		76,233
Federal Realty Investment Trust		2,530		212,975
First Capital Realty, Inc.		2,680		44,880
Immobiliare Grande Distribuzione		4,900		10,278
Inland Real Estate Corp.		3,500		32,970
Japan Retail Fund Investment Corp.		64		110,156
Kimco Realty Corp.		18,180		352,328
Kite Realty Group Trust		2,600		14,664
Mercialys SA		1,890		71,850
Primaris Retail Real Estate Investment Trust		2,800		58,793
Ramco-Gershenson Properties Trust		1,530		20,670
Regency Centers Corp.		3,420		154,755
RioCan Real Estate Investment Trust (Toronto)		10,300		256,771
Saul Centers, Inc.		590		27,140
Shaftesbury PLC		9,260		71,772
Tanger Factory Outlet Centers		3,340		89,011
Urstadt Biddle Properties, Inc.		800		15,512
Vastned Retail NV		810		57,813
Weingarten Realty Investors		4,970		128,574
				2,600,484
				4,944,591

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 199

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Office – 1.3%
Office – 1.3%
Allied Properties Real Estate Investment Trust		1,700	$	38,898
Allreal Holding AG		330		51,040
Alstria Office REIT-AG		1,320		20,219
Befimmo SCA Sicafi		670		55,963
Beni Stabili SpA		39,400		40,421
Boston Properties, Inc.		6,250		599,500
Brandywine Realty Trust		5,400		66,420
Brookfield Properties Corp.		15,500		271,854
CapitaCommercial Trust		86,700		94,135
Castellum AB		7,060		101,005
Champion REIT		103,700		59,691
Charter Hall Office REIT		20,313		66,186
CLS Holdings PLC(a)		1,020		10,115
Cominar Real Estate Investment Trust		2,600		59,062
Commonwealth Property Office Fund		96,290		84,127
CommonWealth REIT		2,930		84,120
Corporate Office Properties Trust		2,750		98,643
Derwent London PLC		4,200		115,912
Douglas Emmett, Inc.		3,790		71,063
Duke Realty Corp.		10,360		145,765
Fabege AB		6,640		71,880
Government Properties Income Trust		1,220		33,147
Great Portland Estates PLC		12,780		80,554
Highwoods Properties, Inc.		2,930		99,415
Hongkong Land Holdings Ltd.		69,000		474,544
Hufvudstaden AB – Class A		6,080		71,307
ING Office Fund		112,230		70,034
Intervest Offices		250		8,260
Japan Prime Realty Investment Corp.		29		80,831
Kilroy Realty Corp.		2,120		82,150
Liberty Property Trust		4,630		156,355
Mack-Cali Realty Corp.		3,220		109,287
Mori Trust Sogo Reit, Inc.		4		41,959
Nomura Real Estate Office Fund, Inc.		13		88,297
Norwegian Property ASA(a)		20,500		36,564
Orix JREIT, Inc.		10		57,687
Parkway Properties, Inc.		900		14,589
Piedmont Office Realty Trust, Inc.		2,900		58,000
PS Business Parks, Inc.		790		49,802
PSP Swiss Property AG(a)		1,830		145,980
SL Green Realty Corp.		3,180		240,821
Societe de la Tour Eiffel		220		19,222
Societe Immobiliere de Location pour l’Industrie et le Commerce		590		76,198
Sponda Oyj		11,410		62,213

200 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Swiss Prime Site AG(a)		1,680	$	124,139
Technopolis PLC		2,560		13,942
Tokyo Tatemono Co., Ltd.		12,860		60,706
Vastned Offices/Industrial NV		700		11,785
Workspace Group PLC		47,540		18,548
Zueblin Immobilien Holding AG(a)		1,790		7,804
				4,600,159
Residential – 1.2%
Manufactured Homes – 0.0%
Equity Lifestyle Properties, Inc.		1,240		71,970
Sun Communities, Inc.		790		27,318
				99,288
Multi-Family – 0.9%
Agile Property Holdings Ltd.		57,600		73,097
Apartment Investment & Management Co. – Class A		5,190		133,123
Associated Estates Realty Corp.		1,600		26,000
AvalonBay Communities, Inc.		3,850		465,965
Boardwalk Real Estate Investment Trust		2,000		94,056
BRE Properties, Inc.		2,670		126,852
Camden Property Trust		2,800		165,676
Canadian Apartment Properties REIT		3,200		63,931
China Resources Land Ltd.		88,600		144,671
Colonia Real Estate AG(a)		1,230		9,665
Colonial Properties Trust		3,100		61,101
Conwert Immobilien Invest SE		3,380		56,402
Deutsche Wohnen AG(a)		3,400		51,071
Equity Residential		12,650		697,141
Essex Property Trust, Inc.		1,330		164,627
GAGFAH SA		3,700		43,820
Grainger PLC		12,880		21,178
Home Properties, Inc.		1,550		91,326
Killam Properties, Inc.		1,800		19,435
KWG Property Holding Ltd.		48,000		31,150
Mid-America Apartment Communities, Inc.		1,430		92,907
Northern Property Real Estate Investment Trust		1,100		31,702
Patrizia Immobilien AG(a)		1,000		8,114
Post Properties, Inc.		2,050		79,950
Shenzhen Investment Ltd.		108,800		33,935
Shimao Property Holdings Ltd.		57,700		79,116
UDR, Inc.		7,480		181,914
Wing Tai Holdings Ltd.		24,200		28,265
Yanlord Land Group Ltd.		23,500		25,218
				3,101,408

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 201

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Self Storage – 0.3%
Big Yellow Group PLC		5,450	$	28,616
Extra Space Storage, Inc.		3,600		71,100
Public Storage		5,770		647,683
Safestore Holdings PLC		7,640		17,885
Sovran Self Storage, Inc.		1,180		45,784
U-Store-It Trust		3,780		38,745
				849,813
Student Housing – 0.0%
American Campus Communities, Inc.		2,720		90,902
Education Realty Trust, Inc.		2,930		24,173
				115,075
				4,165,584
Telecommunication Services – 1.1%
Diversified Telecommunication Services – 0.8%
AT&T, Inc.		20,400		578,952
Belgacom SA		767		28,771
Bezeq Israeli Telecommunication Corp. Ltd.		9,677		26,258
BT Group PLC		32,400		96,235
CenturyLink, Inc.		1,050		43,239
Deutsche Telekom AG		11,846		159,416
Elisa Oyj		1,060		24,216
France Telecom SA		7,747		171,432
Frontier Communications Corp.		3,396		28,832
Hellenic Telecommunications Organization SA		713		7,314
Koninklijke KPN NV		6,761		109,461
Nippon Telegraph & Telephone Corp.		2,000		97,836
PCCW Ltd.		16,000		6,970
Portugal Telecom SGPS SA		1,580		18,432
Qwest Communications International, Inc.		6,000		40,920
Singapore Telecommunications Ltd.		33,000		76,836
Swisscom AG		105		46,359
Tele2 AB – Class B		968		22,102
Telecom Italia SpA (ordinary shares)		39,139		61,105
Telecom Italia SpA (savings shares)		14,099		18,661
Telefonica SA		16,058		408,262
Telekom Austria AG		684		9,768
Telenor ASA		3,467		57,519
TeliaSonera AB		9,382		78,949
Telstra Corp. Ltd.		19,034		54,198
Verizon Communications, Inc.		9,750		359,970
Windstream Corp.		1,650		20,691
				2,652,704

202 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Wireless Telecommunication Services – 0.3%
American Tower Corp. – Class A(a)		1,400	$	75,544
KDDI Corp.		12		77,929
MetroPCS Communications, Inc.(a)		900		12,960
Millicom International Cellular SA		366		32,083
Mobistar SA		10		639
NTT DoCoMo, Inc.		64		120,229
Softbank Corp.		3,200		131,565
Sprint Nextel Corp.(a)		10,300		45,011
StarHub Ltd.		1,000		2,063
Vodafone Group PLC		220,086		624,844
				1,122,867
				3,775,571
Utilities – 1.1%
Electric Utilities – 0.6%
Acciona SA		310		30,178
American Electric Power Co., Inc.		1,650		59,037
Chubu Electric Power Co., Inc.		2,700		71,265
Chugoku Electric Power Co., Inc. (The)		1,200		25,741
CLP Holdings Ltd.		8,000		65,161
Contact Energy Ltd.(a)		901		4,175
Duke Energy Corp.		4,550		81,854
E.ON AG		7,525		247,157
EDF SA		1,102		49,137
Edison International		1,100		40,832
EDP – Energias de Portugal SA		4,658		17,671
Enel SpA		27,505		163,910
Entergy Corp.		650		46,280
Exelon Corp.		2,300		96,048
FirstEnergy Corp.		1,416		54,233
Fortum Oyj		1,927		59,675
Hokkaido Electric Power Co., Inc.		100		2,148
Hokuriku Electric Power Co.		1,100		27,735
Hongkong Electric Holdings Ltd.		6,000		39,176
Iberdrola SA		16,866		147,156
Kansai Electric Power Co., Inc. (The)		3,200		84,041
Kyushu Electric Power Co., Inc.		1,600		37,172
NextEra Energy, Inc.		1,450		80,431
Northeast Utilities		600		20,424
Pepco Holdings, Inc.		750		14,048
Pinnacle West Capital Corp.		350		14,780
PPL Corp.		1,650		41,959
Progress Energy, Inc.		1,000		45,710
Red Electrica Corp. SA		368		19,777
Scottish & Southern Energy PLC		3,857		77,679
Shikoku Electric Power Co., Inc.		700		21,187

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 203

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
Southern Co.		2,900	$	110,519
Terna Rete Elettrica Nazionale SpA		7,340		33,858
Tohoku Electric Power Co., Inc.		1,800		41,936
Tokyo Electric Power Co., Inc. (The)		5,900		152,721
Verbund AG		658		25,198
				2,150,009
Gas Utilities – 0.1%
Enagas		209		4,476
Gas Natural SDG SA		1,654		28,260
Hong Kong & China Gas Co., Ltd.		18,000		40,570
Nicor, Inc.		150		7,911
Oneok, Inc.		350		22,599
Osaka Gas Co., Ltd.		8,000		30,465
Snam Rete Gas SpA		5,586		30,564
Tokyo Gas Co., Ltd.		11,000		49,176
				214,021
Independent Power Producers & Energy Traders – 0.0%
AES Corp. (The)(a)		2,250		27,832
Constellation Energy Group, Inc.		700		21,749
EDP Renovaveis SA(a)		4,478		26,885
Electric Power Development Co., Ltd.		200		6,319
Iberdrola Renovables SA		1,621		6,083
International Power PLC		5,295		28,786
NRG Energy, Inc.(a)		850		16,991
				134,645
Multi-Utilities – 0.4%
AGL Energy Ltd.		1,906		28,276
Ameren Corp.		800		22,368
CenterPoint Energy, Inc.		1,450		22,997
Centrica PLC		21,500		118,892
CMS Energy Corp.		800		15,408
Consolidated Edison, Inc.		1,000		49,980
Dominion Resources, Inc.		2,000		91,260
DTE Energy Co.		600		28,248
GDF Suez		5,197		210,793
Integrys Energy Group, Inc.		250		12,243
National Grid PLC		14,467		134,435
NiSource, Inc.		950		18,202
PG&E Corp.		1,350		62,181
Public Service Enterprise Group, Inc.		1,750		57,225
RWE AG		1,750		118,342
SCANA Corp.		400		16,192
Sempra Energy		850		45,245
Suez Environnement Co.		2,173		47,086
TECO Energy, Inc.		700		12,677

204 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Company	Shares		U.S. $ Value
United Utilities Group PLC		4,104	$	39,515
Veolia Environnement		828		27,243
Wisconsin Energy Corp.		400		23,680
Xcel Energy, Inc.		1,550		37,107
				1,239,595
Water Utilities – 0.0%
Severn Trent PLC		63		1,524
				3,739,794
Lodging – 0.4%
Lodging – 0.4%
Ashford Hospitality Trust, Inc.(a)		2,110		21,754
CDL Hospitality Trusts		29,500		45,101
DiamondRock Hospitality Co.(a)		6,320		74,323
FelCor Lodging Trust, Inc.(a)		3,990		30,204
Hersha Hospitality Trust		6,990		45,924
Hospitality Properties Trust		5,110		117,530
Host Hotels & Resorts, Inc.		29,610		544,824
InnVest Real Estate Investment Trust		3,700		26,544
Intercontinental Hotels Group PLC		2,079		46,234
LaSalle Hotel Properties		2,950		83,220
Orient-Express Hotels Ltd. – Class A(a)		4,130		52,121
Strategic Hotels & Resorts, Inc.(a)		6,200		40,300
Sunstone Hotel Investors, Inc.(a)		4,880		52,411
Whitbread PLC		1,438		41,663
Wyndham Worldwide Corp.		600		18,768
				1,240,921
Total Common Stocks (cost $106,076,753)				122,909,182
RIGHTS – 0.0%
Financials – 0.0%
Real Estate Management & Development – 0.0%
Bunnings Warehouse Property Trust(a)		3,628		222
IMMOFINANZ AG(a)		6,501		28,707
Wharf Holdings Ltd.(a)		6,250		11,676
				40,605
Telecommunication Services – 0.0%
Diversified Telecommunication Services – 0.0%
TeliaSonera AB(a)		9,382		463
Total Rights (cost $436)				41,068
SHORT-TERM INVESTMENTS – 60.2%
Investment Companies – 59.8%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.17%(b)		207,440,623		207,440,623

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 205

Volatility Management—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
U.S. Treasuries – 0.4%
U.S. Treasury Bill Zero Coupon, 4/28/11	$	1,500	$	1,499,555
Total Short-Term Investments (cost $208,940,178)				208,940,178
Total Investments – 95.7% (cost $315,017,367)				331,890,428
Other assets less liabilities – 4.3%				14,909,647
Net Assets – 100.0%			$	346,800,075

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
ASX SPI 200 Index Futures		3		March 2011	$	365,465	$	368,519	$	3,054
Euro STOXX 50 Futures		30		March 2011		1,175,014		1,247,337		72,323
FTSE 100 Index Futures		7		March 2011		667,194		679,757		12,563
Hang Seng Index Futures		1		March 2011		146,847		149,576		2,729
MSCI EAFE Mini Index Futures		310		March 2011		25,263,645		27,250,550		1,986,905
OMX 30 Index Futures		12		March 2011		215,244		214,143		(1,101	)
Russell 2000 Mini Index Futures		132		March 2011		10,212,437		10,862,280		649,843
S&P 500 E Mini Index Futures		2,027		March 2011		125,321,392		134,400,235		9,078,843
S&P Midcap 400 E Mini Index Futures		247		March 2011		22,136,523		23,857,730		1,721,207
Topix Index Futures		6		March 2011		657,796		697,512		39,716
									$	13,566,082

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Calyon:
Euro settling 3/15/11		5,404	$	7,230,822	$	7,456,035	$	225,213
Credit Suisse London Branch (GFX):
Euro settling 3/15/11		2,575		3,508,412		3,552,793		44,381
Euro settling 3/15/11		2,779		3,805,813		3,834,257		28,444
State Street Bank and Trust Co.:
Australian Dollar settling 3/15/11		375		367,429		381,196		13,767

206 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Volatility Management—Portfolio of Investments

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at February 28, 2011		Unrealized Appreciation/ (Depreciation)
Great British Pound settling 3/15/11		492	$	767,185	$	799,736	$	32,551
Japanese Yen settling 3/15/11		66,386		788,995		811,579		22,584
Swiss Franc settling 3/15/11		352		363,659		378,903		15,244
Sale Contracts:
Royal Bank of Scotland PLC:
Euro settling 3/15/11		21,350		29,109,444		29,457,135		(347,691	)
UBS AG:
Euro settling 6/15/11		591		806,721		814,342		(7,621	)

TOTAL RETURN SWAP CONTRACTS ON INDICES (see Note C)

Receive Total Return on Reference Index

Index

# of Shares or Units

Floating Rate

Notional Amount (000)

Maturity Date

Counterparty

Unrealized Appreciation/ (Depreciation)

Receive

MSCI Daily TR Gross EAFE

3,007

1-Month USD-LIBOR-BBA Plus a specified spread*

$

16,447

4/15/11

Citibank

$

172,035

Receive

Russell 2000 Total Return index

1,138

1-Month USD-LIBOR-BBA Less a specified spread*

4,172

5/16/11

Citibank

19,273

Receive

Russell 2000 Total Return index

398

1-Month USD-LIBOR-BBA Less a specified spread*

1,459

4/18/11

Morgan Stanley Capital Services

6,774

Receive

Russell 2000 Total Return index

591

1-Month USD-LIBOR-BBA Less a specified spread*

2,167

6/15/11

Morgan Stanley Capital Services

9,976

$

208,058

* BBA – British Bankers’ Association

(a) Non-income producing security.

(b) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

FDR – Fiduciary Depositary Receipt

LIBOR – London Interbank Offered Rates

REG – Registered Shares

REIT – Real Estate Investment Trust

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 207

Volatility Management—Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

February 28, 2011 (unaudited)

	U.S. Value			U.S. Large Cap Growth			International Value
Assets
Investments in securities, at value
Unaffiliated issuers (cost $1,863,722,167, $1,757,909,012 and $1,046,995,767, respectively)	$	2,268,669,835		$	2,307,452,525		$	1,189,425,297
Affiliated issuers (cost $36,476,008, $20,738,048 and $8,099,845, respectively)		36,476,008			20,738,048			8,099,845
Cash(a)		– 0	–		– 0	–		276,802
Foreign currencies, at value (cost $0, $0 and $7,054,511, respectively)		– 0	–		– 0	–		7,119,887
Receivable for investment securities sold and foreign currency transactions		31,591,574			24,172,863			4,835,990
Dividends receivable		6,012,949			3,136,411			3,616,434
Receivable for shares of beneficial interest sold		92,575			27,884			46,473
Unrealized appreciation of forward currency exchange contracts		– 0	–		– 0	–		10,663,785
Receivable for variation margin on futures contracts		– 0	–		– 0	–		94,105
Total assets		2,342,842,941			2,355,527,731			1,224,178,618
Liabilities
Payable for investment securities purchased and foreign currency transactions		8,059,556			28,857,753			2,376,157
Payable for shares of beneficial interest redeemed		751,398			2,285,536			183,064
Unrealized depreciation of forward currency exchange contracts		– 0	–		– 0	–		8,300,023
Accrued expenses		79,946			82,863			76,150
Total liabilities		8,890,900			31,226,152			10,935,394
Net Assets	$	2,333,952,041		$	2,324,301,579		$	1,213,243,224
Composition of Net Assets
Paid-in capital	$	2,723,310,909		$	2,128,716,661		$	1,457,272,469
Undistributed net investment income		7,889,516			6,068,080			4,938,069
Accumulated net realized loss on investment and foreign currency transactions		(802,196,052	)		(360,026,675	)		(394,433,542	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		404,947,668			549,543,513			145,466,228
Net Assets	$	2,333,952,041		$	2,324,301,579		$	1,213,243,224
Shares of beneficial interest outstanding—unlimited shares authorized, without par value		256,427,735			194,314,205			140,479,554
Net Asset Value	$	9.10		$	11.96		$	8.64

(a) An amount of $276,802 has been segregated to collateralize margin requirements for open futures contracts outstanding at February 28, 2011 for the International Value Portfolio.

See notes to financial statements.

208 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Assets & Liabilities

	International Growth			Short Duration Bond			Intermediate Duration Bond
Assets
Investments in securities, at value
Unaffiliated issuers (cost $1,009,539,757, $1,340,389,947 and $1,343,676,697, respectively)	$	1,135,398,217		$	1,325,954,166		$	1,375,564,706
Affiliated issuers (cost $8,460,708, $8,982,215 and $56,955,913, respectively)		8,460,708			8,982,215			56,955,913
Cash(a)		– 0	–		610,115			225,915
Foreign currencies, at value (cost $7,676,239, $0 and $0, respectively)		7,707,531			– 0	–		– 0	–
Unrealized appreciation of forward currency exchange contracts		17,129,725			– 0	–		79,980
Receivable for investment securities sold and foreign currency transactions		15,556,826			88,073,165			5,678
Dividends and interest receivable		1,713,083			5,434,731			11,370,402
Receivable for shares of beneficial interest sold		232,626			164,820			121,289
Receivable for variation margin on futures contracts		– 0	–		200,970			– 0	–
Unrealized appreciation on interest rate swap contracts		– 0	–		– 0	–		317,550
Other asset (see Note F)		– 0	–		– 0	–		798,168
Total assets		1,186,198,716			1,429,420,182			1,445,439,601
Liabilities
Due to custodian		– 0	–		83,405			– 0	–
Payable for investment securities purchased		16,620,713			82,175,391			22,788,877
Unrealized depreciation of forward currency exchange contracts		14,564,980			– 0	–		– 0	–
Payable for shares of beneficial interest redeemed		113,027			303,953			551,505
TALF loan payable		– 0	–		28,406,603			16,226,603
Interest expense payable		– 0	–		13,791			7,878
Collateral received on swap contracts		– 0	–		– 0	–		670,000
Accrued expenses		60,995			58,890			59,708
Total liabilities		31,359,715			111,042,033			40,304,571
Net Assets	$	1,154,839,001		$	1,318,378,149		$	1,405,135,030
Composition of Net Assets
Paid-in capital	$	1,399,309,243		$	1,380,282,337		$	1,366,288,748
Undistributed/(distributions in excess of) net investment income		(1,287,468	)		4,235,173			3,806,442
Accumulated net realized gain (loss) on investment and foreign currency transactions		(371,752,975	)		(52,000,548	)		2,288,519
Net unrealized appreciation / (depreciation) on investments and foreign currency denominated assets and liabilities and other assets		128,570,201			(14,138,813	)		32,751,321
Net Assets	$	1,154,839,001		$	1,318,378,149		$	1,405,135,030
Shares of beneficial interest outstanding—unlimited shares authorized, without par value		127,757,378			137,715,104			133,093,413
Net Asset Value	$	9.04		$	9.57		$	10.56

(a) An amount equivalent to $610,115 has been segregated to collateralize margin requirements for open futures contracts outstanding at February 28, 2011 for the Short Duration Bond Portfolio.

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 209

Statement of Assets & Liabilities

	Bond Inflation Protection			High-Yield			Small-Mid Cap Value
Assets
Investments in securities, at value
Unaffiliated issuers (cost $957,797,780, $474,207,990 and $468,359,453, respectively)	$	1,015,736,846		$	520,353,682		$	610,297,882
Affiliated issuers (cost $1,321,471, $5,802,841 and $4,769,678, respectively)		1,321,471			5,802,841			4,769,678
Cash(a)		851,510			68,817			– 0	–
Foreign currencies, at value (cost $0, $192,921 and $0, respectively)		– 0	–		195,765			– 0	–
Interest and dividends receivable		5,248,660			9,756,005			391,277
Unrealized appreciation on credit default swap contracts		1,574,011			75,303			– 0	–
Receivable for investment securities sold		1,136,877			2,719,150			9,123,179
Unrealized appreciation of forward currency exchange contracts		486,187			2,771			– 0	–
Premium paid on credit default swap contracts		399,004			– 0	–		– 0	–
Unrealized appreciation on interest rate swap contracts		162,187			221,779			– 0	–
Receivable for shares of beneficial interest sold		38,594			– 0	–		12,569
Total assets		1,026,955,347			539,196,113			624,594,585
Liabilities
Payable reverse repurchase agreements		289,980,498			– 0	–		– 0	–
Payable for investment securities purchased		7,760,470			3,900,967			5,784,356
Unrealized depreciation of forward currency exchange contracts		2,547,940			1,043,788			– 0	–
Payable for shares of beneficial interest redeemed		995,171			97,404			941,539
Collateral received on swap contracts		520,000			– 0	–		– 0	–
Payable for variation margin on futures contracts		128,400			– 0	–		– 0	–
Unrealized depreciation on interest rate swap contracts		– 0	–		287,393			– 0	–
Unrealized depreciation on credit default swap contracts		– 0	–		153,439			– 0	–
Premium received on credit default swap contracts		– 0	–		81,883			– 0	–
Accrued expenses		65,891			54,163			53,146
Total liabilities		301,998,370			5,619,037			6,779,041
Net Assets	$	724,956,977		$	533,577,076		$	617,815,544
Composition of Net Assets
Paid-in capital	$	659,373,614		$	540,066,653		$	523,148,725
Undistributed net investment income		9,273,262			2,734,746			3,923,950
Accumulated net realized loss on investment and foreign currency transactions		(1,099,437	)		(54,152,351	)		(51,195,560	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		57,409,538			44,928,028			141,938,429
Net Assets	$	724,956,977		$	533,577,076		$	617,815,544
Shares of beneficial interest outstanding — unlimited shares authorized, without par value		67,016,297			51,697,597			50,185,783
Net Asset Value	$	10.82		$	10.32		$	12.31

(a) Amounts of $851,510 and $53,959 have been segregated to collateralize margin requirements for open futures contracts outstanding at February 28, 2011 for the Bond Inflation Protection Portfolio and High-Yield Portfolio, respectively.

See notes to financial statements.

210 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Assets & Liabilities

	Small-Mid Cap Growth			Multi-Asset Real Return*			Volatility Management
Assets
Investments in securities, at value
Unaffiliated issuers (cost $405,194,240, $911,034,332 and $107,576,744, respectively)	$	612,713,204		$	1,018,343,791		$	124,449,805
Affiliated issuers (cost $10,352,473, $7,324,653 and $207,440,623, respectively)		10,352,473			7,324,653			207,440,623
Cash(a)		– 0	–		7,886,457			13,861,801
Foreign currencies, at value (cost $0, $1,934,219 and $219,158, respectively)		– 0	–		1,950,698			221,464
Receivable for investment securities sold		2,903,915			7,789,638			41,780
Dividends and interest receivable		72,743			2,900,767			255,747
Receivable for shares of beneficial interest sold		832			1,040			– 0	–
Unrealized appreciation on total return swap contracts		– 0	–		8,971,256			208,058
Deferred offering expenses		– 0	–		29,624			15,700
Receivable for variation margin on futures contracts		– 0	–		405			1,133,849
Unrealized appreciation of forward currency exchange contracts		– 0	–		– 0	–		382,184
Receivable due from Adviser		– 0	–		– 0	–		17,093
Total assets		626,043,167			1,055,198,329			348,028,104
Liabilities
Payable for investment securities purchased		3,669,812			2,112,589			47,415
Payable for shares of beneficial interest redeemed		2,078,020			2,875,687			726,649
Collateral received on swap contracts		– 0	–		2,420,000			– 0	–
Offering expenses payable		– 0	–		35,000			16,889
Unrealized depreciation on total return swap contracts		– 0	–		27,359			– 0	–
Unrealized depreciation of forward currency exchange contracts		– 0	–		– 0	–		355,312
Accrued expenses		57,022			79,334			81,764
Total liabilities		5,804,854			7,549,969			1,228,029
Net Assets	$	620,238,313		$	1,047,648,360		$	346,800,075
Composition of Net Assets
Paid-in capital	$	384,967,309		$	1,213,798,401		$	304,511,115
Undistributed/(distributions in excess of) net investment income		1,201,224			(55,728,005	)		(278,201	)
Accumulated net realized gain (loss) on investment and foreign currency transactions		26,550,816			(226,009,241	)		11,889,044
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		207,518,964			115,587,205			30,678,117
Net Assets	$	620,238,313		$	1,047,648,360		$	346,800,075
Shares of beneficial interest outstanding—unlimited shares authorized, without par value		35,294,629			108,257,785			31,361,483
Net Asset Value	$	17.57		$	9.68		$	11.06

(a) Amounts of $2,873,203 and $13,861,702 have been segregated to collateralize margin requirements for open futures contracts outstanding at February 28, 2011 for the Multi-Asset Real Return Portfolio and Volatility Management Portfolio, respectively.

* Consolidated.

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 211

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended February 28, 2011 (unaudited)

	U.S. Value			U.S. Large Cap Growth			International Value
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $21,524, $51,699 and $774,632, respectively)	$	23,285,671		$	12,580,034		$	10,629,423
Affiliated issuers		31,009			2,034			11,261
Interest		– 0	–		– 0	–		3,008
Total income		23,316,680			12,582,068			10,643,692
Expenses
Custodian		83,037			106,040			126,075
Audit		19,147			18,799			18,892
Legal		18,480			22,305			17,585
Printing		7,378			7,459			5,879
Trustees’ fees		2,332			2,170			2,192
Registration fees		828			1,050			1,864
Miscellaneous		8,002			11,916			20,203
Total expenses		139,204			169,739			192,690
Net investment income		23,177,476			12,412,329			10,451,002
Realized and Unrealized Gain on Investment and Foreign Currency Transactions
Net realized gain on:
Investment transactions		96,616,248			176,256,946			34,449,225
Futures contracts		– 0	–		– 0	–		254,582
Foreign currency transactions		1,049			1,743			3,428,835
Net change in unrealized appreciation/depreciation of:
Investments		418,740,601			454,002,998			215,009,467
Futures contracts		– 0	–		– 0	–		868,105
Foreign currency denominated assets and liabilities		– 0	–		– 0	–		114,194
Net gain on investment and foreign currency transactions		515,357,898			630,261,687			254,124,408
Net Increase in Net Assets from Operations	$	538,535,374		$	642,674,016		$	264,575,410

See notes to financial statements.

212 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Operations

	International Growth			Short Duration Bond			Intermediate Duration Bond
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $269,047, $0 and $0, respectively)	$	7,422,579		$	– 0	–	$	– 0	–
Affiliated issuers		6,538			20,881			80,631
Interest		541			15,199,733			28,089,863
Total income		7,429,658			15,220,614			28,170,494
Expenses
Custodian		142,420			90,319			101,928
Audit		20,130			21,358			20,843
Legal		18,478			15,747			17,552
Printing		5,720			5,967			5,093
Trustees’ fees		2,312			2,353			2,176
Registration fees		– 0	–		3,982			1,033
Miscellaneous		26,164			6,697			3,930
Total expenses before interest expense		215,224			146,423			152,555
Interest expense		– 0	–		185,840			109,429
Total expenses		215,224			332,263			261,984
Net investment income		7,214,434			14,888,351			27,908,510
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions		61,108,365	(a)		(4,018,106	)		6,643,484
Futures contracts		(202,405	)		(17,044	)		– 0 –
Swap contracts		– 0	–		– 0	–		55,509
Foreign currency transactions		(6,085,712	)		– 0	–		(287,853	)
Net change in unrealized appreciation/depreciation of:
Investments		78,225,555	(b)		4,319,325			(30,413,201	)
Futures contracts		31,086			392,269			– 0 –
Swap contracts		– 0	–		– 0	–		317,550
Foreign currency denominated assets and liabilities and other assets		4,569,131			– 0	–		545,762
Net gain (loss) on investment and foreign currency transactions		137,646,020			676,444			(23,138,749	)
Net Increase in Net Assets from Operations	$	144,860,454		$	15,564,795		$	4,769,761

(a) Net of foreign capital gains taxes of $267,791.

(b) Net of decrease in accrued foreign capital gains taxes of $430,113.

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 213

Statement of Operations

	Bond Inflation Protection			High-Yield			Small-Mid Cap Value
Investment Income
Interest	$	14,014,269		$	22,429,802		$	– 0	–
Dividends
Unaffiliated issuers		– 0	–		173,658			4,371,472
Affiliated issuers		3,904			3,308			7,726
Total income		14,018,173			22,606,768			4,379,198
Expenses
Custodian		72,698			81,812			55,347
Legal		24,448			16,652			17,298
Audit		20,815			30,046			18,483
Printing		4,877			4,338			4,984
Registration fees		2,212			543			– 0	–
Trustees’ fees		2,172			2,172			2,275
Miscellaneous		5,920			2,353			673
Total expenses		133,142			137,916			99,060
Interest expense		313,985			– 0	–		– 0	–
Total expenses		447,127			137,916			99,060
Net investment income		13,571,046			22,468,852			4,280,138
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions		2,516,907			11,486,344			38,877,755
Futures contracts		456,537			– 0	–		– 0	–
Swap contracts		912,526			(31,125	)		– 0	–
Foreign currency transactions		(3,319,317	)		(1,078,399	)		– 0	–
Net change in unrealized appreciation/depreciation of:
Investments		11,885,240			18,602,493			133,186,565
Futures contracts		(105,738	)		(57,434	)		– 0	–
Swap contracts		3,209,666			(108,796	)		– 0	–
Foreign currency denominated assets and liabilities		(993,460	)		(1,005,594	)		– 0	–
Net gain on investment and foreign currency transactions		14,562,361			27,807,489			172,064,320
Net Increase in Net Assets from Operations	$	28,133,407		$	50,276,341		$	176,344,458

See notes to financial statements.

214 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Operations

	Small-Mid Cap Growth			Multi-Asset Real Return*			Volatility Management
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $0, $655,517 and $47,823, respectively)	$	1,508,873		$	12,271,080		$	1,379,488
Affiliated issuers		4,745			7,151			27,430
Interest		– 0	–		73,087			85,836
Total income		1,513,618			12,351,318			1,492,754
Expenses
Custodian		65,811			112,306			128,260
Legal		20,545			22,631			17,606
Audit		18,233			13,593			19,932
Printing		4,914			5,534			5,533
Trustees’ fees		2,467			2,361			2,046
Registration fees		1,026			– 0 –			1,152
Amortization of offering expense		– 0	–		5,376			57,994
Transfer agency		0			1,848			– 0	–
Miscellaneous		2,912			21,954			40,800
Total expenses		115,908			185,603			273,323
Less: expenses waived and reimbursed by the Adviser (see Note B)		– 0	–		– 0	–		(25,579	)
Net expenses		115,908			185,603			247,744
Net investment income		1,397,710			12,165,715			1,245,010
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions		98,189,803			216,010,795			2,171,313
Futures contracts		– 0	–		(1,205,693	)		23,497,522
Swap contracts		– 0	–		7,916,431			5,421,686
Foreign currency transactions		– 0	–		6,741,279			55,592
Net change in unrealized appreciation/depreciation of: Investments		137,410,757			(46,980,336	)		17,920,267
Futures contracts		– 0	–		(675,601	)		20,541,010
Swap contracts		– 0	–		8,943,897			563,173
Foreign currency denominated assets and liabilities		– 0	–		(3,609,082	)		30,772
Net gain on investment and foreign currency transactions		235,600,560			187,141,690			70,201,335
Net Increase in Net Assets from Operations	$	236,998,270		$	199,307,405		$	71,446,345

* Consolidated.

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 215

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	U.S. Value
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	23,177,476		$	45,262,410
Net realized gain (loss) on investment transactions		96,617,297			(18,410,399	)
Net change in unrealized appreciation/depreciation of investments		418,740,601			29,326,629
Net increase in net assets from operations		538,535,374			56,178,640
Dividends to Shareholders from
Net investment income		(23,922,204	)		(46,431,849	)
Transactions in Shares of Beneficial Interest
Net decrease		(118,489,094	)		(163,382,517	)
Total increase (decrease)		396,124,076			(153,635,726	)
Net Assets
Beginning of period		1,937,827,965			2,091,463,691
End of period (including undistributed net investment income of $7,889,516 and $8,634,244, respectively)	$	2,333,952,041		$	1,937,827,965

See notes to financial statements.

216 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Changes in Net Assets

	U.S. Large Cap Growth
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	12,412,329		$	24,279,434
Net realized gain on investment and foreign currency transactions		176,258,689			131,410,475
Net change in unrealized appreciation/depreciation of investments		454,002,998			(182,394,282	)
Net increase (decrease) in net assets from operations		642,674,016			(26,704,373	)
Dividends to Shareholders from
Net investment income		(10,497,617	)		(24,398,886	)
Transactions in Shares of Beneficial Interest
Net decrease		(231,495,340	)		(103,143,634	)
Total increase (decrease)		400,681,059			(154,246,893	)
Net Assets
Beginning of period		1,923,620,520			2,077,867,413
End of period (including undistributed net investment income of $6,068,080 and $4,153,368, respectively)	$	2,324,301,579		$	1,923,620,520

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 217

Statement of Changes in Net Assets

	International Value
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	10,451,002		$	30,035,342
Net realized gain (loss) on investment and foreign currency transactions		38,132,642			(24,955,677	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		215,991,766			(53,326,816	)
Net increase (decrease) in net assets from operations		264,575,410			(48,247,151	)
Dividends to Shareholders from
Net investment income		(16,410,875	)		(26,785,904	)
Transactions in Shares of Beneficial Interest
Net decrease		(47,994,012	)		(39,246,088	)
Total increase (decrease)		200,170,523			(114,279,143	)
Net Assets
Beginning of period		1,013,072,701			1,127,351,844
End of period (including undistributed net investment income of $4,938,069 and $10,897,942, respectively)	$	1,213,243,224		$	1,013,072,701

See notes to financial statements.

218 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Changes in Net Assets

	International Growth
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	7,214,434		$	25,266,124
Net realized gain on investment and foreign currency transactions		54,820,248			90,079,372
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		82,825,772			(64,066,383	)
Contributions from Adviser (see Note B)		– 0	–		2,055
Net increase in net assets from operations		144,860,454			51,281,168
Dividends to Shareholders from
Net investment income		(35,308,481	)		(37,417,914	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		8,037,874			(54,395,322	)
Total increase (decrease)		117,589,847			(40,532,068	)
Net Assets
Beginning of period		1,037,249,154			1,077,781,222
End of period (including distributions in excess of net investment income of ($1,287,468) and undistributed net investment income of $26,806,579, respectively)	$	1,154,839,001		$	1,037,249,154

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 219

Statement of Changes in Net Assets

	Short Duration Bond
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	14,888,351		$	31,831,659
Net realized loss on investment transactions		(4,035,150	)		(7,448,381	)
Net change in unrealized appreciation/depreciation of investments		4,711,594			48,207,366
Net increase in net assets from operations		15,564,795			72,590,644
Dividends to Shareholders from
Net investment income		(13,557,200	)		(34,462,838	)
Transactions in Shares of Beneficial Interest
Net increase		98,359,533			72,283,238
Total increase		100,367,128			110,411,044
Net Assets
Beginning of period		1,218,011,021			1,107,599,977
End of period (including undistributed net investment income of $4,235,173 and $2,904,022, respectively)	$	1,318,378,149		$	1,218,011,021

See notes to financial statements.

220 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Changes in Net Assets

	Intermediate Duration Bond
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	27,908,510		$	59,815,935
Net realized gain on investment and foreign currency transactions		6,411,140			22,137,463
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(29,549,889	)		82,778,260
Net increase in net assets from operations		4,769,761			164,731,658
Dividends and Distributions to Shareholders from
Net investment income		(29,798,323	)		(59,461,645	)
Net realized gain on investment transactions		(3,197,066	)		– 0	–
Transactions in Shares of Beneficial Interest
Net increase (decrease)		79,937,913			(32,598,755	)
Total increase		51,712,285			72,671,258
Net Assets
Beginning of period		1,353,422,745			1,280,751,487
End of period (including undistributed net investment income of $3,806,442 and $5,696,255, respectively)	$	1,405,135,030		$	1,353,422,745

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 221

Statement of Changes in Net Assets

	Bond Inflation Protection
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase in Net Assets from Operations
Net investment income	$	13,571,046		$	21,078,246
Net realized gain on investment and foreign currency transactions		566,653			3,018,898
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		13,995,708			32,239,025
Contributions from Adviser (see Note B)		– 0	–		40,508
Net increase in net assets from operations		28,133,407			56,376,677
Dividends to Shareholders from
Net investment income		(19,696,303	)		(7,815,952	)
Transactions in Shares of Beneficial Interest
Net increase		48,755,958			32,882,470
Total increase		57,193,062			81,443,195
Net Assets
Beginning of period		667,763,915			586,320,720
End of period (including undistributed net investment income of $9,273,262 and $15,398,519, respectively)	$	724,956,977		$	667,763,915

See notes to financial statements.

222 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Changes in Net Assets

	High-Yield
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase in Net Assets from Operations
Net investment income	$	22,468,852		$	46,330,382
Net realized gain on investment and foreign currency transactions		10,376,820			3,463,256
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		17,430,669			68,605,158
Net increase in net assets from operations		50,276,341			118,398,796
Dividends to Shareholders from
Net investment income		(26,412,437	)		(45,864,332	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		21,962,452			(48,183,282	)
Total increase		45,826,356			24,351,182
Net Assets
Beginning of period		487,750,720			463,399,538
End of period (including undistributed net investment income of $2,734,746 and $6,678,331, respectively)	$	533,577,076		$	487,750,720

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 223

Statement of Changes in Net Assets

	Small-Mid Cap Value
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase in Net Assets from Operations
Net investment income	$	4,280,138		$	6,913,721
Net realized gain on investment transactions		38,877,755			56,197,199
Net change in unrealized appreciation/depreciation of investments		133,186,565			22,264,911
Net increase in net assets from operations		176,344,458			85,375,831
Dividends to Shareholders from
Net investment income		(1,765,509	)		(7,444,369	)
Transactions in Shares of Beneficial Interest
Net decrease		(57,288,458	)		(130,550,929	)
Total increase (decrease)		117,290,491			(52,619,467	)
Net Assets
Beginning of period		500,525,053			553,144,520
End of period (including undistributed net investment income of $3,923,950 and $1,409,321, respectively)	$	617,815,544		$	500,525,053

See notes to financial statements.

224 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Changes in Net Assets

	Small-Mid Cap Growth
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,397,710		$	2,660,730
Net realized gain on investment transactions		98,189,803			94,435,638
Net change in unrealized appreciation/depreciation of investments		137,410,757			(5,407,109	)
Net increase in net assets from operations		236,998,270			91,689,259
Dividends to Shareholders from
Net investment income		(768,254	)		(2,538,112	)
Transactions in Shares of Beneficial Interest
Net decrease		(136,584,815	)		(116,837,117	)
Total increase (decrease)		99,645,201			(27,685,970	)
Net Assets
Beginning of period		520,593,112			548,279,082
End of period (including undistributed net investment income of $1,201,224 and $571,768, respectively)	$	620,238,313		$	520,593,112

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 225

Statement of Changes in Net Assets

	Multi-Asset Real Return
	Six Months Ended February 28, 2011 (unaudited)*			Year Ended August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	12,165,715		$	34,365,588
Net realized gain on investment and foreign currency transactions		229,462,812			52,640,919
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(42,321,122	)		54,981,466
Net increase in net assets from operations		199,307,405			141,987,973
Dividends to Shareholders from
Net investment income		(76,523,004	)		(26,734,353	)
Transactions in Shares of Beneficial Interest
Net decrease		(178,364	)		(184,748,328	)
Total increase (decrease)		122,606,037			(69,494,708	)
Net Assets
Beginning of period		925,042,323			994,537,031
End of period (including distributions in excess of net investment income of ($55,728,005) and undistributed net investment income of $8,629,284, respectively)	$	1,047,648,360		$	925,042,323

* Consolidated.

See notes to financial statements.

226 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Changes in Net Assets

	Volatility Management
	Six Months Ended February 28, 2011 (unaudited)			April 16, 2010(a) to August 31, 2010
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,245,010		$	1,072,668
Net realized gain (loss) on investment and foreign currency transactions		31,146,113			(6,453,115	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		39,055,222			(8,377,105	)
Net increase (decrease) in net assets from operations		71,446,345			(13,757,552	)
Dividends and Distributions to Shareholders from
Net investment income		(2,676,402	)		– 0	–
Net realized gain on investment transactions		(12,752,268	)		– 0	–
Transactions in Shares of Beneficial Interest
Net increase (decrease)		(5,469,925	)		310,009,877
Total increase		50,547,750			296,252,325
Net Assets
Beginning of period		296,252,325			– 0	–
End of period (including distributions in excess of net investment income of ($278,201) and undistributed net investment income of $1,153,191, respectively)	$	346,800,075		$	296,252,325

(a) Commencement of operations.

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 227

Statement of Changes in Net Assets

STATEMENT OF CASH FLOWS

Six Months Ended February 28, 2010 (unaudited)

	Bond Inflation Protection
Increase (Decrease) in Cash from Operating Activities:
Interest and dividends received	$	12,575,467
Interest expense paid		(313,985	)
Operating expenses paid		(153,318	)
Net increase in cash from operating activities				$	12,108,164
Investing Activities:
Purchases of long-term investments		(153,773,566	)
Proceeds from disposition of long-term investments		77,876,945
Proceeds from disposition of short-term investments, net		2,816,646
Proceeds from swap contracts		1,490,229
Proceeds from futures		1,416,870
Variation margin received on futures contracts		576,037
Net decrease in cash from investing activities					(69,596,839	)
Financing Activities:
Redemptions of beneficial interest, net		29,648,508
Effect of exchange rate on cash		(3,480,015	)
Increase in reverse repurchase agreements		32,040,257
Net increase in cash from financing activities					58,208,750
Net increase in cash					720,075
Cash at beginning of period					131,435
Cash at end of period				$	851,510
Reconciliation of Net Increase in Net Assets from Operations to Net Increase in Cash from Operating Activities:
Net increase in net assets from operations				$	28,133,407
Adjustments:
Decrease in interest and dividends receivable	$	49,049
Net accretion of bond discount and amortization of bond premium		1,997,164
Inflation Index Adjustment		(3,488,919	)
Decrease in accrued expenses		(20,176	)
Net realized gain on investment and foreign currency transactions		(566,653	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(13,995,708	)
Total adjustments					(16,025,243	)
Net increase in cash from operating activities				$	12,108,164

See notes to financial statements.

228 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Statement of Cash Flows

NOTES TO FINANCIAL STATEMENTS

February 28, 2011 (unaudited)

NOTE A

Significant Accounting Policies

The AllianceBernstein Pooling Portfolios (the “Trust”) was organized as a Massachusetts business trust on November 11, 2004 and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Trust is currently comprised of twelve separate series: AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Intermediate Duration Bond Portfolio, AllianceBernstein Bond Inflation Protection Portfolio, AllianceBernstein High-Yield Portfolio AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio, AllianceBernstein Multi-Asset Real Return Portfolio (formerly, AllianceBernstein Global Real Estate Investment Portfolio) and AllianceBernstein Volatility Management Portfolio (collectively, the “Portfolios”). As part of AllianceBernstein Multi-Asset Real Return Portfolio’s investment strategy, the Portfolio seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AllianceBernstein Cayman Inflation Pooling Subsidiary, Ltd., a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands (the “Subsidiary”). This report presents the consolidated financial statements and portfolio of investments of AllianceBernstein Multi-Asset Real Return Portfolio and the Subsidiary. The AllianceBernstein Volatility Management Portfolio commenced operations on April 16, 2010. The Subsidiary commenced operations on October 18, 2010. Each series is considered to be a separate entity for financial reporting and tax purposes. Shares of the Portfolios are offered exclusively to mutual funds advised by and certain other institutional clients of AllianceBernstein L.P. (the “Adviser”). A Portfolio’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolios.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees.

In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 229

Notes to Financial Statements

(“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolios may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolios value their securities at 4:00 p.m., Eastern Time (see Note A.2).

In valuing the Term Asset-Backed Loan Facility (“TALF”) transactions, the Adviser utilizes a portfolio pricing service to price the TALF loans. The methodologies utilized by the vendor to value the TALF loans takes into consideration, among other factors, the deal characteristics, historical performance, market interest rates, and the value of the underlying collateral.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolios would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the

230 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

measurement date. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolios. Unobservable inputs reflect the Portfolios’ own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investment

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolios’ own assumptions in determining the fair value of investments)

The Short Duration Bond Portfolio and Intermediate Duration Bond Portfolio have elected the fair value option in valuing the TALF loan liability as permitted by U.S. GAAP regarding the fair value option for financial assets and financial liabilities. The fair value option permits a portfolio the opportunity to mitigate volatility in net assets caused by measuring related assets and liabilities differently. Consequently the Portfolios recorded the loan liability on the statement of assets and liabilities at fair value. The fair value option requires that the TALF loan be marked-to-market giving consideration to relevant market factors including changes in the market value of the collateral related to the TALF loan (see Note C.5). As of February 28, 2011, the Portfolios did not have a difference between the aggregate fair value and the aggregate unpaid principal balance of the TALF loans outstanding.

The following tables summarize the valuation of the Portfolios’ investments by the above fair value hierarchy levels as of February 28, 2011:

U.S. Value Portflolio
Investments in Securities	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	2,268,669,835	$	—	$	—	$	2,268,669,835
Short-Term Investments		36,476,008		—		—		36,476,008
Total Investments in Securities		2,305,145,843		—		—		2,305,145,843
Other Financial Instruments*		—		—		—		—
Total	$	2,305,145,843	$	—	$	—	$	2,305,145,843

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 231

Notes to Financial Statements

U.S. Large Cap Growth Portfolio
Investments in Securities	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	2,307,452,525	$	—	$	—	$	2,307,452,525
Short-Term Investments		20,738,048		—		—		20,738,048
Total Investments in Securities		2,328,190,573		—		—		2,328,190,573
Other Financial Instruments*		—		—		—		—
Total	$	2,328,190,573	$	—	$	—	$	2,328,190,573

International Value Portfolio
Investments in Securities	Level 1		Level 2			Level 3		Total
Assets:
Common Stocks
Financials	$	15,659,136	$	271,545,941		$	—	$	287,205,077
Consumer Discretionary		6,855,766		158,811,412			—		165,667,178
Energy		31,687,509		107,614,411			—		139,301,920
Materials		33,678,889		90,721,154			—		124,400,043
Industrials		—		118,101,438			—		118,101,438
Telecommunication Services		—		91,353,469			—		91,353,469
Health Care		—		79,470,551			—		79,470,551
Information Technology		—		73,197,268			—		73,197,268
Consumer Staples		—		63,695,921			—		63,695,921
Utilities		—		47,032,432			—		47,032,432
Short-Term Investments		8,099,845		—			—		8,099,845
Total Investments in Securities		95,981,145		1,101,543,997	+		—		1,197,525,142
Other Financial Instruments*:
Assets
Futures Contracts		558,190		—			—		558,190	#
Forward Currency Exchange Contracts		—		10,663,785			—		10,663,785
Liabilities
Forward Currency Exchange Contracts		—		(8,300,023	)		—		(8,300,023	)
Total	$	96,539,335	$	1,103,907,759		$	—	$	1,200,447,094

232 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

International Growth Portfolio
Investments in Securities	Level 1		Level 2			Level 3		Total
Assets:
Common Stocks
Financials	$	32,452,963	$	194,404,116		$	—	$	226,857,079
Consumer Staples		5,793,184		175,492,763			—		181,285,947
Materials		44,340,716		134,377,988			—		178,718,704
Industrials		1,139,712		162,335,552			—		163,475,264
Consumer Discretionary		9,836,933		138,187,844			—		148,024,777
Energy		26,960,927		104,437,048			—		131,397,975
Information Technology		5,387,520		86,278,376			—		91,665,896
Health Care		—		13,972,575			—		13,972,575
Short-Term Investments		8,460,708		—			—		8,460,708
Total Investments in Securities		134,372,663		1,009,486,262	+		—		1,143,858,925
Other Financial Instruments*:
Assets
Forward Currency Exchange Contracts		—		17,129,725			—		17,129,725
Liabilities
Forward Currency Exchange Contracts		—		(14,564,980	)		—		(14,564,980	)
Total	$	134,372,663	$	1,012,051,007		$	—	$	1,146,423,670

Short Duration Bond Portfolio
Investments in Securities	Level 1		Level 2			Level 3		Total
Assets:
Governments – Treasuries	$	—	$	583,052,252		$	—	$	583,052,252
Asset-Backed Securities		—		169,551,567			28,979,089		198,530,656
Mortgage Pass-Thru’s		—		196,727,542			—		196,727,542
Corporates – Investment Grades		—		167,544,430			—		167,544,430
Agencies		—		66,608,023			—		66,608,023
Commercial Mortgage-Backed Securities		—		44,945,532			20,883,092		65,828,624
CMOs		—		1,589,011			26,453,595		28,042,606
Governments – Sovereign Agencies		—		6,420,724			—		6,420,724
Short-Term Investments
Investment Companies		8,982,215		—			—		8,982,215
Certificates of Deposit		—		13,199,309			—		13,199,309
Total Investments in Securities		8,982,215		1,249,638,390	+		76,315,776		1,334,936,381

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 233

Notes to Financial Statements

Investments in Securities	Level 1			Level 2		Level 3			Total
Other Financial Instruments*:
Assets
Futures Contracts	$	460,696		$	—	$	—		$	460,696	#
Liabilities
Futures Contracts		(163,728	)		—		—			(163,728	)#
TALF Loans		—			—		(28,406,603	)		(28,406,603	)
Total	$	9,279,183		$	1,249,638,390	$	47,909,173		$	1,306,826,746

Intermediate Duration Bond Portfolio
Investments in Securities	Level 1		Level 2		Level 3			Total
Assets:
Corporates – Investment Grades	$	—	$	416,199,219	$	—		$	416,199,219
Governments – Treasuries		—		376,500,557		—			376,500,557
Mortgage Pass-Thru’s		—		213,568,259		—			213,568,259
Agencies		—		146,099,723		—			146,099,723
Commercial Mortgage-Backed Securities		—		79,049,492		48,358,915			127,408,407
Asset-Backed Securities		—		22,285,495		5,166,252			27,451,747
Governments – Sovereign Agencies		—		19,664,453		—			19,664,453
CMOs		—		296,904		12,251,597			12,548,501
Quasi-Sovereigns		—		11,982,881		—			11,982,881
Corporates – Non-Investment Grades		—		8,103,932		—			8,103,932
Governments – Sovereign Bonds		—		7,291,562		—			7,291,562
Supranationals		—		5,145,807		—			5,145,807
Local Governments –Municipal Bonds		—		3,599,658		—			3,599,658
Short-Term Investments		56,955,913		—		—			56,955,913
Total Investments in Securities		56,955,913		1,309,787,942		65,776,764			1,432,520,619
Other Financial Instruments*:
Assets
Forward Currency Exchange Contracts		—		79,980		—			79,980
Interest Rate Swap Contracts		—		317,550		—			317,550
Liabilities
TALF Loans		—		—		(16,226,603	)		(16,226,603	)
Total	$	56,955,913	$	1,310,185,472	$	49,550,161		$	1,416,691,546

234 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

Bond Inflation Protection Portfolio
Investments in Securities	Level 1			Level 2			Level 3		Total
Assets:
Inflation-Linked Securities	$	—		$	726,448,911		$	—	$	726,448,911
Corporates – Investment Grades		—			153,796,632			—		153,796,632
Governments – Sovereign Agencies		—			52,518,434			—		52,518,434
Commercial Mortgage-Backed Securities		—			33,747,064			8,651,240		42,398,304
Supranationals		—			13,530,697			—		13,530,697
Asset-Backed Securities		—			6,910,025			1,462,804		8,372,829
Governments – Treasuries		—			6,835,916			—		6,835,916
Corporates – Non-Investment Grades		—			5,570,533			—		5,570,533
Quasi-Sovereigns		—			4,794,952			—		4,794,952
Governments – Sovereign Bonds		—			786,713			—		786,713
Emerging Markets – Corporate Bonds		—			682,925			—		682,925
Short-Term Investments		1,321,471			—			—		1,321,471
Total Investments in Securities		1,321,471			1,005,622,802			10,114,044		1,017,058,317
Other Financial Instruments*:
Assets
Futures Contracts		29,274			—			—		29,274	#
Forward Currency Exchange Contracts		—			486,187			—		486,187
Interest Rate Swap Contracts		—			162,187			—		162,187
Credit Default Swap Contracts		—			1,574,011			—		1,574,011
Liabilities
Futures Contracts		(269,532	)		—			—		(269,532	)#
Forward Currency Exchange Contracts		—			(2,547,940	)		—		(2,547,940	)
Total	$	1,081,213		$	1,005,297,247		$	10,114,044	$	1,016,492,504

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 235

Notes to Financial Statements

High-Yield Portfolio
Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Corporates – Non-Investment Grades	$	—		$	400,483,227		$	592,801		$	401,076,028
Corporates – Investment Grades		—			47,984,440			—			47,984,440
Commercial Mortgage-Backed Securities		—			7,765,817			5,522,003			13,287,820
Bank Loans		—			—			11,103,854			11,103,854
Governments – Treasuries		—			8,075,452			—			8,075,452
Local Governments – Municipal Bonds		—			7,734,202			—			7,734,202
Emerging Markets – Corporate Bonds		—			7,289,701			389,146			7,678,847
Quasi-Sovereigns		—			6,247,275			—			6,247,275
Preferred Stocks		2,559,744			2,319,124			—			4,878,868
Asset-Backed Securities		—			—			4,604,837			4,604,837
Emerging Markets – Sovereigns		—			3,530,563			—			3,530,563
CMOs		—			—			2,078,066			2,078,066
Emerging Markets – Treasuries		—			1,616,732			—			1,616,732
Common Stocks		165,025			—			291,671			456,696
Warrants		—			—			2			2
Option Purchased – Call		—			—			– 0	–		– 0	–
Short-Term Investments		5,802,841			—			—			5,802,841
Total Investments in Securities		8,527,610			493,046,533	+		24,582,380			526,156,523
Other Financial Instruments*:
Assets
Forward Currency Exchange Contracts		—			2,771			—			2,771
Interest Rate Swap Contracts		—			221,779			—			221,779
Credit Default Swap Contracts		—			75,303			—			75,303
Liabilities
Futures Contracts		(57,434	)		—			—			(57,434	)#
Forward Currency Exchange Contracts		—			(1,043,788	)		—			(1,043,788	)
Interest Rate Swap Contracts		—			(287,393	)		—			(287,393	)
Credit Default Swap Contracts		—			(153,439	)		—			(153,439	)
Total	$	8,470,176		$	491,861,766		$	24,582,380		$	524,914,322

236 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

Small-Mid Cap Value Portfolio
Investments in Securities	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	610,297,882	$	—	$	—	$	610,297,882
Short-Term Investments		4,769,678		—		—		4,769,678
Total Investments in Securities		615,067,560		—		—		615,067,560
Other Financial Instruments*		—		—		—		—
Total	$	615,067,560	$	—	$	—	$	615,067,560

Small-Mid Cap Growth Portfolio
Investments in Securities	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks	$	612,713,204	$	—	$	—	$	612,713,204
Short-Term Investments		10,352,473		—		—		10,352,473
Total Investments in Securities		623,065,677		—		—		623,065,677
Other Financial Instruments*		—		—		—		—
Total	$	623,065,677	$	—	$	—	$	623,065,677

Multi-Asset Real Return Portfolio
Investments in Securities	Level 1			Level 2			Level 3		Total
Assets:
Common Stocks
Energy	$	116,626,234		$	79,218,077		$	—	$	195,844,311
Equity:Other		43,064,175			113,222,739			—		156,286,914
Materials		49,854,333			64,763,396			—		114,617,729
Retail		42,684,224			19,237,305			—		61,921,529
Residential		45,928,984			9,329,107			—		55,258,091
Office		22,064,391			15,027,968			—		37,092,359
Lodging		23,187,898			8,312,912			—		31,500,810
Industrials		11,266,684			7,773,132			—		19,039,816
Food Beverage & Tobacco		4,148,765			—			—		4,148,765
Inflation-Linked Securities		—			342,606,977			—		342,606,977
Warrants		26,490			—			—		26,490
Short-Term Investments		7,324,653			—			—		7,324,653
Total Investments in Securities		366,176,831			659,491,613	+		—		1,025,668,444
Other Financial Instruments*:
Assets
Futures Contracts		1,180,299			—			—		1,180,299	#
Interest Rate Swap Contracts		—			8,971,256			—		8,971,256
Liabilities
Futures Contracts		(1,855,900	)		—			—		(1,855,900	)#
Interest Rate Swap Contracts		—			(27,359	)		—		(27,359	)
Total	$	365,501,230		$	668,435,510		$	—	$	1,033,936,740

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 237

Notes to Financial Statements

Volatility Management Portfolio
Investments in Securities	Level 1			Level 2			Level 3		Total
Assets:
Common Stocks
Financials	$	6,503,394		$	22,831,113		$	—	$	29,334,507
Industrials		5,751,598			6,301,189			—		12,052,787
Information Technology		7,778,865			2,323,103			—		10,101,968
Energy		5,486,636			3,875,369			—		9,362,005
Consumer Discretionary		4,485,200			4,671,128			—		9,156,328
Consumer Staples		4,320,733			4,354,017			—		8,674,750
Health Care		4,454,450			3,705,074			—		8,159,524
Equity:Other		4,993,158			1,861,226			—		6,854,384
Materials		1,506,788			5,239,521			—		6,746,309
Retail		4,233,883			710,708			—		4,944,591
Office		2,466,796			2,133,363			—		4,600,159
Residential		3,590,451			575,133			—		4,165,584
Telecommunication Services		1,206,119			2,569,452			—		3,775,571
Utilities		1,357,426			2,382,368			—		3,739,794
Lodging		1,107,923			132,998			—		1,240,921
Rights		—			—			41,068		41,068
Short-Term Investments
Investment Companies		207,440,623			—			—		207,440,623
U.S. Treasury Bill		—			1,499,555			—		1,499,555
Total Investments in Securities		266,684,043			65,165,317	+		41,068		331,890,428
Other Financial Instruments*:
Assets
Futures Contracts		13,567,183			—			—		13,567,183	#
Forward Currency Exchange Contracts		—			382,184			—		382,184
Total Return Swap Contracts		—			208,058			—		208,058
Liabilities
Futures Contracts		(1,101	)		—			—		(1,101	)#
Forward Currency Exchange Contracts		—			(355,312	)		—		(355,312	)
Total	$	280,250,125		$	65,400,247		$	41,068	$	345,691,440

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Portfolio values its securities which may materially affect the value of securities trading in such markets. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third

238 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio’s investments are categorized as Level 2 investments.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. Cumulative appreciation/(depreciation) of futures contracts is reported in the portfolio of investments.

^ Consolidated.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the end of the reporting period.

Short Duration Bond Portfolio	Asset- Backed Securities			Commercial Mortgage- Backed Securities			CMOs
Balance as of 8/31/10	$	37,026,985		$	18,158,640		$	11,137,158
Accrued discounts/(premiums)		4,024			(13	)		(6	)
Realized gain (loss)		(1,600,236	)		—			(2,237	)
Change in unrealized appreciation/depreciation		3,954,016			3,278,361			3,154,948
Net purchases (sales)		3,729,417			(553,896	)		12,314,109
Transfers in to Level 3		—			—			—
Tranfers out of Level 3		(14,135,117	)		—			(150,377	)
Balance as of 2/28/11	$	28,979,089		$	20,883,092		$	26,453,595
Net change in unrealized appreciation/depreciation from investments held as of 2/28/11*	$	2,356,308		$	3,278,361		$	3,137,142

	TALF Loans			Total
Balance as of 8/31/10	$	(30,844,320	)	$	35,478,463
Accrued discounts/(premiums)		—			4,005
Realized gain (loss)		—			(1,602,473	)
Change in unrealized appreciation/depreciation		—			10,387,325
Net purchases (sales)		2,437,717	**		17,927,347
Net transfers in to Level 3		—			—
Net transfers out of Level 3		—			(14,285,494	)
Balance as of 2/28/11	$	(28,406,603	)	$	47,909,173
Net change in unrealized appreciation/depreciation from investments held as of 2/28/11*	$	—		$	8,771,811

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 239

Notes to Financial Statements

Intermediate Duration Bond Portfolio	Commercial Mortgage- Backed Securities		Asset- Backed Securities			CMOs
Balance as of 8/31/10	$	46,293,782	$	3,076,443		$	11,618,047
Accrued discounts/(premiums)		58,865		467			214
Realized gain (loss)		—		(1,925,070	)		3,845
Change in unrealized appreciation/depreciation		2,006,268		3,177,727			1,745,832
Net purchases (sales)		—		836,685			(1,116,341	)
Transfers in to Level 3		—		—			—
Transfers out of Level 3		—		—			—
Balance as of 2/28/11	$	48,358,915	$	5,166,252		$	12,251,597
Net change in unrealized appreciation/depreciation from investments held as of 2/28/11*	$	2,006,268	$	1,011,808		$	1,745,832

	TALF Loans			Total
Balance as of 8/31/10	$	(18,664,320	)	$	42,323,952
Accrued discounts/(premiums)		—			59,546
Realized gain (loss)		—			(1,921,225	)
Change in unrealized appreciation/depreciation		—			6,929,827
Net purchases (sales)		2,437,717	**		2,158,061
Transfers in to Level 3		—			—
Transfers out of Level 3		—			—
Balance as of 2/28/11	$	(16,226,603	)	$	49,550,161
Net change in unrealized appreciation/depreciation from investments held as of 2/28/11*	$	—		$	4,763,908

Bond Inflation Protection Portfolio	Commercial Mortgage- Backed Securities		Asset- Backed Securities			Total
Balance as of 8/31/10	$	6,992,868	$	—		$	6,992,868
Accrued discounts/(premiums)		631		4			635
Realized gain (loss)		—		—			—
Change in unrealized appreciation/depreciation		173,916		(4,231	)		169,685
Net purchases (sales)		1,483,825		1,467,031			2,950,856
Transfers in to Level 3		—		—			—
Transfers out of Level 3		—		—			—
Balance as of 2/28/11	$	8,651,240	$	1,462,804		$	10,114,044
Net change in unrealized appreciation/depreciation from investments held as of 2/28/11*	$	173,916	$	(4,231	)	$	169,685

240 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

High-Yield Portfolio	Corporates – Non-Investment Grades			Commercial Mortgage- Backed Securities		Bank Loans
Balance as of 8/31/10	$	23,810,754		$	4,928,247	$	7,581,550
Accrued discounts/(premiums)		58,514			58,810		141,562
Realized gain (loss)		1,316,148			—		529,832
Change in unrealized appreciation/depreciation		(752,290	)		534,946		(7,892	)
Net purchases (sales)		(20,379,404	)		—		2,858,802
Transfers in to Level 3		—			—		—
Transfers out of Level 3		(3,460,921	)		—		—
Balance as of 2/28/11	$	592,801		$	5,522,003	$	11,103,854
Net change in unrealized appreciation/depreciation from Investments held as of 2/28/11*	$	153,204		$	534,946	$	433,545

	Emerging Markets – Corporate Bonds			Asset- Backed Securities			CMOs
Balance as of 8/31/10	$	—		$	4,657,555		$	3,200,554
Accrued discounts/(premiums)		—			46,790			23,307
Realized gain (loss)		—			57,028			151,102
Change in unrealized appreciation/depreciation		1,339			(196,856	)		(27,739	)
Net purchases (sales)		387,807			40,320			(1,269,158	)
Transfers in to Level 3		—			—			—
Transfers out of Level 3		—			—			—
Balance as of 2/28/11	$	389,146		$	4,604,837		$	2,078,066
Net change in unrealized appreciation/depreciation from Investments held as of 2/28/11*	$	(103,908	)	$	60,478		$	117,036

	Common Stocks		Warrants			Option Purchased- Call***			Total
Balance as of 8/31/10	$	174,635	$	161,168		$	– 0	–	$	44,514,463
Accrued discounts/(premiums)		—		—			—			328,983
Realized gain (loss)		—		161,549			—			2,215,659
Change in unrealized appreciation/depreciation		117,036		(115,118	)		—			(446,574	)
Net purchases (sales)		—		(207,597	)		—			(18,569,230	)
Transfers in to Level 3		—		—			—			—
Transfers out of Level 3		—		—			—			(3,460,921	)
Balance as of 2/28/11	$	291,671	$	2		$	– 0	–	$	24,582,380
Net change in unrealized appreciation/depreciation from Investments held as of 2/28/11*	$	1,339	$	—		$	– 0	–	$	1,196,640

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 241

Notes to Financial Statements

Volatility Management Portfolio	Rights		Total
Balance as of 8/31/10	$	—	$	—
Accrued discounts/(premiums)		—		—
Realized gain (loss)		—		—
Change in unrealized appreciation/depreciation		40,631		40,631
Net purchases (sales)		437		437
Transfers in to Level 3		—		—
Transfers out of Level 3		—		—
Balance as of 2/28/11	$	41,068	$	41,068
Net change in unrealized appreciation/depreciation from Investments held as of 2/28/11*	$	40,631	$	40,631

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

** Represents the partial payoff of the TALF loan.

*** The Portfolio held a security with zero market value at period end.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolios’ books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.

4. Taxes

It is each Portfolios’ policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolios may be subject to taxes imposed by countries in which they invest. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

242 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

If, during a taxable year, the Subsidiary’s taxable losses (and other deductible items) exceed its income and gains, the net loss will not pass through to the Multi-Asset Real Return Portfolio as a deductible amount for Federal income tax purposes. Note that the loss from the Subsidiary contemplated activities also cannot be carried forward to reduce future Subsidiary’s income in subsequent years. However, if the Subsidiary’s taxable gains exceed its losses and other deductible items during a taxable year, the net gain will pass through to the Portfolio as income for Federal income tax purposes.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolios’ tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years, as applicable) and has concluded that no provision for income tax is required in the Portfolios’ financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolios amortize premiums and accrete discounts as adjustments to interest income.

6. Expenses

Expenses of the Trust are charged to each Portfolio in proportion to each Portfolio’s respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

The Trust has entered into an advisory agreement (the “Advisory Agreement”) with the Adviser. Under the terms of the Advisory Agreement, the Portfolios pay no advisory fees to the Adviser. The Adviser serves as investment manager and adviser of each of the Portfolios and continuously furnishes an investment program for each Portfolio and manages, supervises and conducts the affairs of each Portfolio, subject to the supervision of the Trust’s Board of Trustees. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Trust for, office space, facilities and equipment, services of executive and other personnel of the Trust and certain administrative services. The Adviser has agreed to bear certain expenses to the extent necessary to limit

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the total portfolio operating expenses to .15% of average daily net assets for the Volatility Management Portfolio. For the period ended February 28, 2011, such reimbursement amounted to $25,579.

The Subsidiary has entered into a separate agreement with the Adviser for the management of the Subsidiary’s portfolio. The Adviser receives no compensation from the Subsidiary for its services under the agreement.

During the year ended August 31, 2010, the Adviser reimbursed the International Growth Portfolio and Bond Inflation Protection Portfolio in the amounts of $2,055 and $40,508, respectively, for trading losses incurred due to a trade entry error.

The Trust has entered into a distribution agreement (the “Distribution Agreement”) on behalf of each Portfolio with AllianceBernstein Investments, Inc., a wholly-owned subsidiary of the Adviser, the Portfolios’ principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Portfolios’ shares, which are sold at the net asset value without any sales charge.

Under the Distribution Agreement, the Trust is responsible for all expenses of the Portfolios, including, for example, certain administrative services, costs of printing Portfolio prospectuses and other reports to shareholders, any taxes levied against the Portfolios and brokerage fees and commissions in connection with the purchase and sale of portfolio securities, but not expenses incurred in promoting the sale of the Portfolios’ shares, which are borne by the Underwriter.

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Portfolios’ registrar, transfer agent and dividend-disbursing agent.

The Portfolios may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio, an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolios’ transactions in shares of the Government STIF Portfolio for the six months ended February 28, 2011 is as follows:

Portfolio	Market Value August 31, 2010 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value February 28, 2011 (000)		Dividend Income (000)
U.S. Value	$	15,636	$	438,594	$	417,754	$	36,476	$	31
U.S. Large Cap Growth		9,036		89,615		77,913		20,738		2
International Value		8,377		142,796		143,073		8,100		11

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Portfolio	Market Value August 31, 2010 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value February 28, 2011 (000)		Dividend Income (000)
International Growth	$	16,754	$	174,142	$	182,435	$	8,461	$	7
Short Duration Bond		26,879		214,511		232,408		8,982		21
Intermediate Duration Bond		115,479		296,074		354,597		56,956		81
Bond Inflation Protection		4,138		66,565		69,382		1,321		4
High-Yield		0		72,134		66,331		5,803		3
Small-Mid Cap Value		6,705		87,430		89,365		4,770		8
Small-Mid Cap Growth		7,891		99,529		97,068		10,352		5
Multi-Asset Real Return		5,549		220,925		219,149		7,325		7
Volatility Management		151,708		133,749		78,016		207,441		27

Brokerage commissions paid on investment transactions and brokerage commissions paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser, for the six months ended February 28, 2011 were as follows:

Portfolio	Total Commissions			Sanford C. Bernstein & Co. LLC			Sanford C. Bernstein Limited
U.S. Value	$	1,435,699		$	– 0	–	$	– 0	–
U.S. Large Cap Growth		1,404,421			– 0	–		– 0	–
International Value		730,281			– 0	–		– 0	–
International Growth		1,122,395			– 0	–		– 0	–
Short Duration Bond		– 0	–		– 0	–		– 0	–
Intermediate Duration Bond		– 0	–		– 0	–		– 0	–
Bond Inflation Protection		– 0	–		– 0	–		– 0	–
High-Yield		3,316			– 0	–		– 0	–
Small-Mid Cap Value		492,486			– 0	–		– 0	–
Small-Mid Cap Growth		430,767			– 0	–		– 0	–
Multi-Asset Real Return		1,011,469			– 0	–		704
Volatility Management		11,888			– 0	–		– 0	–

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding U.S. government securities and short-term investments) for the six months ended February 28, 2011, were as follows:

Portfolio	Purchases		Sales
U.S. Value	$	569,694,795	$	695,832,963
U.S. Large Cap Growth		1,038,538,702		1,273,437,469
International Value		327,958,255		383,584,219
International Growth		500,980,561		524,368,601

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Notes to Financial Statements

Portfolio	Purchases		Sales
Short Duration Bond	$	151,564,234	$	30,253,317
Intermediate Duration Bond		79,800,065		104,237,672
Bond Inflation Protection		75,877,896		25,411,204
High-Yield		145,872,100		139,760,657
Small-Mid Cap Value		156,016,888		210,597,748
Small-Mid Cap Growth		217,776,687		356,453,743
Multi-Asset Real Return		635,135,798		1,029,406,643
Volatility Management		33,739,416		9,960,324

Purchases and sales of U.S. government securities for the six months ended February 28, 2011, were as follows:

Portfolio	Purchases			Sales
U.S. Value	$	– 0	–	$	– 0	–
U.S. Large Cap Growth		– 0	–		– 0	–
International Value		– 0	–		– 0	–
International Growth		– 0	–		– 0	–
Short Duration Bond		387,521,303			359,017,652
Intermediate Duration Bond		647,990,711			463,817,277
Bond Inflation Protection		85,057,558			52,475,919
High-Yield		1,698,810			– 0	–
Small-Mid Cap Value		– 0	–		– 0	–
Small-Mid Cap Growth		– 0	–		– 0	–
Multi-Asset Real Return		406,455,168			65,456,981
Volatility Management		5,910,418			58,058,743

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:

	Gross Unrealized					Net Unrealized Appreciation/ (Depreciation)
Portfolio	Appreciation		(Depreciation)
U.S. Value	$	433,476,268	$	(28,528,600	)	$	404,947,668
U.S. Large Cap Growth		555,687,427		(6,143,914	)		549,543,513
International Value		175,071,473		(32,641,943	)		142,429,530
International Growth		146,734,335		(20,875,875	)		125,858,460
Short Duration Bond		18,549,304		(32,985,085	)		(14,435,781	)
Intermediate Duration Bond		55,266,875		(23,378,866	)		31,888,009
Bond Inflation Protection		58,628,284		(689,218	)		57,939,066
High-Yield		59,644,278		(13,498,586	)		46,145,692
Small-Mid Cap Value		147,998,044		(6,059,615	)		141,938,429
Small-Mid Cap Growth		208,830,166		(1,311,202	)		207,518,964
Multi-Asset Real Return		111,022,552		(3,713,093	)		107,309,459
Volatility Management		17,920,289		(1,047,228	)		16,873,061

1. Derivative Financial Instruments

Certain Portfolios may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets. The

246 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

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Portfolios may also use derivatives for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

The principal types of derivatives utilized by the Portfolios, as well as the methods in which they may be used are:

• Futures Contracts

Certain Portfolios may buy or sell futures contracts for the purpose of hedging their Portfolios against adverse effects of anticipated movements in the market or for investment purposes. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

During the six months ended February 28, 2011, the International Growth Portfolio and International Value Portfolio held futures contracts for non-hedging purposes. Short Duration Portfolio, Bond Inflation Portfolio, Multi-Asset Real Return Portfolio and Volatility Management Portfolio held futures contracts for hedging and non-hedging purposes.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements).When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures contracts subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of

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Notes to Financial Statements

a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

• Forward Currency Exchange Contracts

Certain Portfolios may enter into forward currency exchange contracts in order to hedge their exposure to changes in foreign currency exchange rates on their foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

During the six months ended February 28, 2011, the International Growth Portfolio, International Value Portfolio, Bond Inflation Portfolio, Multi-Asset Real Return Portfolio and Volatility Management Portfolio held forward currency exchange contracts for hedging and non-hedging purposes. High-Yield Portfolio and Intermediate Duration Portfolio held forward currency exchange contracts for hedging purposes.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

• Option Transactions

For hedging and investment purposes, certain Portfolios may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. The Portfolio may also use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

During the six months ended February 28, 2011, the High-Yield Portfolio held purchased options for non-hedging purposes.

The risk associated with purchasing an option is that the Portfolio pays a premium whether or not the option is exercised. Additionally, the Portfolio bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio

248 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended February 28, 2011, the Portfolios had no transactions in written options.

• Swap Agreements

Certain Portfolios may enter into swaps to hedge their exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures or making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swap agreements to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap agreement.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap contract in evaluating potential counterparty risk. This risk is mitigated by having a netting

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Notes to Financial Statements

arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap contracts. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Portfolio may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

A Portfolio may enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the six months ended February 28, 2011, Bond Inflation Portfolio held interest rate swaps for hedging and non-hedging purposes. The High-Yield Portfolio held interest rate swaps for hedging purposes and Intermediate Duration Bond Portfolio held interest rate swaps for non-hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure

250 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. The accrual for these interim payments is recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Upfront premiums paid or received in connection with credit default swap contracts are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap agreement, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap contract (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

During the six months ended February 28, 2011, the High-Yield Portfolio held credit default swaps for hedging and non-hedging purposes. The Bond Inflation Portfolio held credit default swaps for non-hedging purposes.

Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Portfolio.

Implied credit spreads over Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/ performance risk and typically reflect the market’s assessment of the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a

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Notes to Financial Statements

deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

At February 28, 2011, the Bond Inflation Protection Portfolio and High-Yield Portfolio had Sale Contracts outstanding with Maximum Payout Amounts aggregating $72,740,000 and $2,200,000, with net unrealized appreciation/depreciation of $1,574,011 and $(35,175), respectively, and terms of less than 5 years, as reflected in the portfolio of investments.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty.

Total Return Swaps:

The Portfolio may enter into total return swaps in order take a “long” or “short” position with respect to an underlying referenced asset. The Portfolio is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Portfolio will receive a payment from or make a payment to the counterparty.

During the six months ended February 28, 2011, the Multi-Asset Real Return Portfolio and Volatility Management Portfolio held total return swaps for hedging and non-hedging purposes.

Documentation governing the Portfolios’ swap transactions may contain provisions for early termination of a swap in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“net asset contingent features”). If these levels are triggered, the Portfolios’ counterparty has the right to terminate the swap and require the Portfolio to pay or receive a settlement amount in connection with the terminated swap transaction. As of February 28, 2011, the High-Yield Portfolio and the Multi-Asset Real Return Portfolio had swap contracts in liability positions with net asset contingent features. The fair value of such contracts amounted to $440,832 and $27,359, respectively, at February 28, 2011.

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Notes to Financial Statements

At February 28, 2011, the Portfolios had entered into the following derivatives:

International Value Portfolio	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	10,663,785		Unrealized depreciation of forward currency exchange contracts	$	8,300,023
Equity contracts	Receivable/Payable for variation margin on futures contracts		558,190	*
Total		$	11,221,975			$	8,300,023

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	3,704,389	$	(22,325	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		254,582		868,105
Total		$	3,958,971	$	845,780

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $656,709,678, and average monthly original value of futures contracts was $6,540,506.

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Notes to Financial Statements

International Growth Portfolio	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location		Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	17,129,725		Unrealized depreciation of forward currency exchange contracts	$	14,564,980
Total		$	17,129,725			$	14,564,980

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(5,671,471)		$	4,568,495
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(202,405	)		31,086
Total		$	(5,873,876	)	$	4,599,581

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $881,069,277, and average monthly original value of futures contracts was $4,239,030.

254 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

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Short Duration Bond Portfolio	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures contracts	$	296,968	*
Total		$	296,968

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts	$	(17,044	)	$	392,269
Total		$	(17,044)		$	392,269

For the six months ended February 28, 2011, the average monthly original value of futures contracts was $324,626,193.

Intermediate Duration Bond Portfolio	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	79,980
Interest rate contracts	Unrealized appreciation on interest rate swap contracts		317,550
Total		$	397,530

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Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities and other assets	$	(257,101	)	$	79,980
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		55,509			317,550
Total		$	(201,592)		$	397,530

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $11,326,928 and average monthly notional amount of interest rate swaps was $43,645,714.

Bond Inflation Protection Portfolio	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	486,187	Unrealized depreciation of forward currency exchange contracts	$	2,547,940
Interest rate contracts				Receivable/Payable for variation margin on futures contracts		240,258	*
Interest rate contracts	Unrealized appreciation on interest rate swap contracts		162,187

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Bond Inflation Protection Portfolio	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Credit contracts	Unrealized appreciation on credit default swap contracts	$	1,574,011
Total		$	2,222,385		$	2,788,198

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	2,781,873		$    (1,041,566)
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		456,537		(105,738	)
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		37,021		162,187
Credit contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		875,505		3,047,479
Total		$	4,150,936	$	2,062,362

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $157,756,287, average monthly original value of futures contracts was $78,358,732, average monthly

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 257

Notes to Financial Statements

notional amount of interest rate swaps was $29,108,571 and average monthly notional amount of credit default swaps was $80,402,857.

High-Yield Portfolio	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	2,771	Unrealized depreciation of forward currency exchange contracts	$	1,043,788
Interest rate contracts				Receivable/Payable for variation margin on futures contracts		57,434	*
Interest rate contracts	Unrealized appreciation on interest rate swap contracts		221,779	Unrealized depreciation on interest rate swap contracts		287,393
Credit contracts	Unrealized appreciation on credit default swap contracts		75,303	Unrealized depreciation on credit default swap contracts		153,439
Total		$	299,853		$	1,542,054

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	768,932		$	(1,028,613	)
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		– 0	–		(57,434	)

258 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts	$	15,447		$	(65,614	)
Credit contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		(46,572	)		(43,182	)
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		– 0	–		(83,509	)
Total		$	737,807		$	(1,278,352	)

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $29,009,100, average monthly original value of futures contracts was $15,943, average monthly notional amount of interest rate swaps was $64,485,714, average monthly notional amount of credit default swaps was $5,895,714, and average monthly cost of purchased options contracts was $40,500.

Multi-Asset Real Return Portfolio**	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Commodity contracts				Receivable/Payable for variation margin on futures contracts	$	675,601	*
Equity contracts	Unrealized appreciation on total return swap contracts	$	8,971,256			27,359
Total		$	8,971,256		$	702,960

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

** Consolidated.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 259

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	6,121,273		$	(3,693,496	)
Commodity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(1,205,693	)		(675,601	)
Equity contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		7,916,431			8,943,897
Total		$	12,832,011		$	4,574,800

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $196,042,041, average monthly original value of futures contracts was $18,226,239 and average monthly notional amount of total return swaps was $103,140,387.

Volatility Management Portfolio	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	382,184		Unrealized depreciation of forward currency exchange contracts	$	355,312
Equity contracts	Receivable/Payable for variation margin on futures contracts		13,566,082	*

260 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

Volatility Management Portfolio	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Equity contracts	Unrealized appreciation on total return swap agreements	$	208,058
Total		$	14,156,324		$	355,312

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended February 28, 2011:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	– 0	–	$	381,987
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		55,871			– 0	–
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		23,441,651			20,541,010
Equity contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		5,421,686			563,173
Total		$	28,919,208		$	21,486,170

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 261

Notes to Financial Statements

For the six months ended February 28, 2011, the average monthly principal amount of foreign currency exchange contracts was $21,768,843, average monthly original value of futures contracts was $174,852,790 and average monthly notional amount of total return swaps was $35,014,514.

2. Currency Transactions

The Portfolios may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolios may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolios and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolios may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

3. Dollar Rolls

Certain Portfolios may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended February 28, 2011, the Intermediate Duration Bond Portfolio earned drop income of $179,232, which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

Under a reverse repurchase agreement, the Portfolios sell securities and agree to repurchase them at a mutually agreed upon date and price. At the time the Portfolios enter into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price. For the six months ended February 28, 2011, the average amount of reverse repurchase agreements outstanding for Bond Inflation Protection Portfolio was $260,984,415 and the daily weighted average interest rate was 0.24%.

262 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

5. Term Asset-Backed Securities Loan Facility

Certain Portfolios participate in the TALF program. Under the TALF program eligible borrowers may obtain a non-recourse loan from the Federal Reserve Bank of New York (“FRBNY”) by posting certain asset-backed securities and commercial mortgage-backed securities (“Eligible Securities”) as collateral. The transfer of the collateral is not recorded as a sale on a Portfolio’s records. The Portfolio agrees to repay the non-recourse loan amount plus accrued interest under the terms of the loan, with the principal balance being due at loan maturity. According to the terms of the TALF program, a Portfolio is not required to pledge further collateral in the event the value of the Eligible Securities transferred as collateral fell below the loan amount. The loan is prepayable in whole or in part at any time at the Portfolio’s option. Prepayments of principal received on the collateral during the loan term must be used to immediately reduce proportionately the loan balance outstanding. At the time of loan approval, the Portfolio paid a one time administration fee based upon the amount borrowed to the FRBNY.

Borrowing under TALF, as with the extension of other types of credit, subjects a Portfolio to certain risks, including possible delays in recovery of securities posted as collateral or possible loss of rights in collateral should a Portfolio be unable to repay a loan. Additionally, there was the risk that the expense associated with the TALF loan, including interest expense, may be greater than the income earned from the investment of the proceeds and/or the interest earned on the collateral was used to pay interest expense associated with a loan. Should the interest earned exceed the interest expense on any given payment date, the remainder was applied to the principal balance. Conversely, should the interest earned on the collateral be in shortfall of the interest expense due at any given payment date, the Portfolio will be required to expend cash for the difference in order to meet its obligation. Interest on the TALF loan is measured based on a predetermined rate on the loan origination date and is reported on the statement of operations as interest expense.

For the six months ended February 28, 2011, the following Portfolios participated in the TALF program:

Portfolio	Average Borrowing		Weighted Average Interest Rate
Short Duration Bond	$	29,622,885		1.23	%
Intermediate Duration Bond		17,442,885		1.23

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 263

Notes to Financial Statements

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest for each class were as follows:

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
U.S. Value
Shares sold		3,294,483			10,261,746		$	26,378,298		$	78,204,655
Shares issued in reinvestment of dividends		3,016,453			6,148,691			23,922,204			46,431,849
Shares redeemed		(19,884,701	)		(36,098,186	)		(168,789,596	)		(288,019,021	)
Net decrease		(13,573,765	)		(19,687,749	)	$	(118,489,094	)	$	(163,382,517	)

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
U.S. Large Cap Growth
Shares sold		1,512,914			11,547,049			$15,742,970		$	112,180,236
Shares issued in reinvestment of dividends		1,029,929			2,526,264			10,497,617			24,398,886
Shares redeemed		(23,377,896	)		(23,551,495	)		(257,735,927	)		(239,722,756	)
Net decrease		(20,835,053	)		(9,478,182	)	$	(231,495,340	)	$	(103,143,634	)

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
International Value
Shares sold		1,864,480			12,826,634		$	14,720,920		$	95,760,071
Shares issued in reinvestment of dividends		2,118,098			3,855,573			16,410,876			26,785,903
Shares redeemed		(9,794,085	)		(20,777,335	)		(79,125,808	)		(161,792,062	)
Net decrease		(5,811,507	)		(4,095,128	)	$	(47,994,012	)	$	(39,246,088	)

264 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
International Growth
Shares sold		3,836,765			7,698,526		$	34,736,970		$	65,826,788
Shares issued in reinvestment of dividends		3,934,137			4,351,205			35,308,481			37,417,914
Shares redeemed		(6,864,215	)		(18,009,127	)		(62,007,577	)		(157,640,024	)
Net increase (decrease)		906,687			(5,959,396	)	$	8,037,874		$	(54,395,322	)

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Short Duration Bond
Shares sold		11,853,167			14,272,730		$	113,252,623		$	133,941,334
Shares issued in reinvestment of dividends		1,419,861			3,671,476			13,557,200			34,462,838
Shares redeemed		(2,979,490	)		(10,140,430	)		(28,450,290	)		(96,120,934	)
Net increase		10,293,538			7,803,776		$	98,359,533		$	72,283,238

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Intermediate Duration Bond
Shares sold		7,347,674			10,688,026		$	77,630,282		$	109,242,698
Shares issued in reinvestment of dividends and distributions		3,101,440			5,800,749			32,995,389			59,461,645
Shares redeemed		(2,890,881	)		(19,286,792	)		(30,687,758	)		(201,303,098	)
Net increase (decrease)		7,558,233			(2,798,017	)	$	79,937,913		$	(32,598,755	)

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 265

Notes to Financial Statements

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Bond Inflation Protection
Shares sold		4,926,485			7,721,772		$	52,818,188		$	79,305,813
Shares issued in reinvestment of dividends		1,856,390			762,532			19,696,303			7,815,953
Shares redeemed		(2,203,068	)		(5,191,920	)		(23,758,533	)		(54,239,296	)
Net increase		4,579,807			3,292,384		$	48,755,958		$	32,882,470

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
High-Yield
Shares sold		1,669,515			1,930,971		$	16,844,880		$	18,387,901
Shares issued in reinvestment of dividends		2,633,187			4,884,045			26,412,437			45,864,332
Shares redeemed		(2,108,685	)		(11,786,783	)		(21,294,865	)		(112,435,515	)
Net increase (decrease)		2,194,017			(4,971,767	)	$	21,962,452		$	(48,183,282	)

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Small-Mid Cap Value
Shares sold		310,329			1,530,725		$	3,333,788		$	13,981,268
Shares issued in reinvestment of dividends		184,291			794,201			1,765,509			7,444,369
Shares redeemed		(5,459,530	)		(15,445,924	)		(62,387,755	)		(151,976,566	)
Net decrease		(4,964,910	)		(13,120,998	)	$	(57,288,458	)	$	(130,550,929	)

266 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Small-Mid Cap Growth
Shares sold		147,970			1,228,281		$	2,289,982		$	13,488,899
Shares issued in reinvestment of dividends		57,615			219,063			768,253			2,538,112
Shares redeemed		(9,130,801	)		(11,079,524	)		(139,643,050	)		(132,864,128	)
Net decrease		(8,925,216	)		(9,632,180	)	$	(136,584,815	)	$	(116,837,117	)

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)*			Year Ended August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31, 2010
Multi-Asset Real Return
Shares sold		1,440,626			2,947,333		$	13,258,858		$	24,304,281
Shares issued in reinvestment of dividends		8,546,303			3,285,660			76,523,004			26,734,353
Shares redeemed		(9,608,476	)		(27,906,562	)		(89,960,226	)		(235,786,962	)
Net increase (decrease)		378,453			(21,673,569	)	$	(178,364	)	$	(184,748,328	)

* Consolidated.

	Shares						Amount
	Six Months Ended February 28, 2011 (unaudited)			April 16, 2010(a) to August 31, 2010			Six Months Ended February 28, 2011 (unaudited)			April 16, 2010(a) to August 31, 2010
Volatility Management
Shares sold		1,162,096			33,067,103		$	11,815,940		$	321,847,149
Shares issued in reinvestment of dividends and distributions		1,512,615			– 0	–		15,428,671			– 0	–
Shares redeemed		(3,117,362	)		(1,262,969	)		(32,714,536	)		(11,837,272	)
Net increase (decrease)		(442,651	)		31,804,134		$	(5,469,925	)	$	310,009,877

^(a) Commencement of operations.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 267

Notes to Financial Statements

NOTE E

Basis for Consolidation

The Subsidiary was incorporated on October 18, 2010. The Multi-Asset Real Return Portfolio is the sole shareholder of the Subsidiary and it is intended that the Portfolio will remain the sole shareholder and will continue to control the Subsidiary. Under the Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to receive notice of, to attend and to vote at general meetings of the Subsidiary and shall confer upon the shareholder rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of February 28, 2011, net assets of the Portfolio were approximately $1,047,648,360, of which approximately $158,655,469, or approximately 15.1%, represented the Portfolio’s ownership of all issued shares and voting rights of the Subsidiary.

NOTE F

Risks Involved in Investing in the Portfolios

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolios’ investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolios’ investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

During the year ended August 31, 2009, the Intermediate Duration Bond Portfolio had swap counterparty exposure to Lehman Brothers Holdings Inc. (“Lehman Brothers”), as a guarantor for Lehman Brothers Special Financing Inc. (“LSBF”), which filed for bankruptcy on September 15, 2008. As a result, on September 15, 2008, the Portfolio terminated all outstanding swap contracts with LSBF prior to their scheduled maturity dates in accordance with the terms of the swap agreements. Upon the termination of the swap contracts, Lehman Brothers’ obligations to the Portfolio amounted to $2,015,576. The Portfolio’s claim to these obligations subject to the pending bankruptcy proceeding against the Lehman Brothers estate (the “Bankruptcy Claim”). As of February 28, 2011, the Bankruptcy Claim, based upon the estimated recovery value, was being valued at $798,168 (39.60% of the Bankruptcy Claim). The estimated recovery value may change over time. The Adviser has agreed to make the Portfolio whole in respect of the amount of the recovery that would be paid on the Bankruptcy Claim in the event the Bankruptcy Claim is not honored by the Lehman Brothers estate, or with respect to any diminution in value upon the sale of the Bankruptcy Claim, in either case resulting from the manner in which the Bankruptcy Claim was processed by the Adviser.

268 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involve special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolios’ investments or reduce the returns of the Portfolio. For example, the value of the Portfolios’ investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolios’ investments denominated in foreign currencies, the Portfolios’ positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolios may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolios, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When certain Portfolios borrows money or otherwise leverages its portfolios, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolios, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolios than if the Portfolios were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-cap companies. Investments in small-cap companies may have additional risks because these companies have limited product lines, markets or financial resources.

Commodity Risk—Investments in commodities and commodity-linked derivative instruments by AllianceBernstein Multi-Asset Real Return, either directly or through its Subsidiary, may subject the Portfolio to greater volatility than

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 269

Notes to Financial Statements

investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Indemnification Risk—In the ordinary course of business, the Portfolios enter into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolios have not had prior claims or losses pursuant to these indemnification provisions and expect the risk of loss thereunder to be remote. Therefore, the Portfolios have not accrued any liability in connection with these indemnification provisions.

NOTE G

Distributions to Shareholders

The tax character of distributions to be paid for the year ending August 31, 2011 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2010 and August 31, 2009 were as follows:

U.S. Value	2010			2009
Distributions paid from:
Ordinary income	$	46,431,849		$	64,468,391
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	46,431,849		$	64,468,391
U.S. Large Cap Growth	2010			2009
Distributions paid from:
Ordinary income	$	24,398,886		$	23,934,284
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	24,398,886		$	23,934,284
International Value	2010			2009
Distributions paid from:
Ordinary income	$	26,785,904		$	29,492,020
Long-term capital gains		– 0	–		47,252,778
Total distributions paid	$	26,785,904		$	76,744,798
International Growth	2010			2009
Distributions paid from:
Ordinary income	$	37,417,914		$	33,227,507
Long-term capital gains		– 0	–		154,989
Total distributions paid	$	37,417,914		$	33,382,496

270 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

Short Duration Bond	2010			2009
Distributions paid from:
Ordinary income	$	34,462,838		$	44,230,027
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	34,462,838		$	44,230,027
Intermediate Duration Bond	2010			2009
Distributions paid from:
Ordinary income	$	59,461,645		$	74,748,745
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	59,461,645		$	74,748,745
Bond Inflation Protection	2010			2009
Distributions paid from:
Ordinary income	$	7,815,952		$	38,875,317
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	7,815,952		$	38,875,317
High-Yield	2010			2009
Distributions paid from:
Ordinary income	$	45,864,332		$	45,605,929
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	45,864,332		$	45,605,929
Small-Mid Cap Value	2010			2009
Distributions paid from:
Ordinary income	$	7,444,369		$	16,449,359
Long-term capital gains		– 0	–		39,426,848
Total distributions paid	$	7,444,369		$	55,876,207
Small-Mid Cap Growth	2010			2009
Distributions paid from:
Ordinary income	$	2,538,112		$	2,218,697
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	2,538,112		$	2,218,697
Multi-Asset Real Return	2010			2009
Distributions paid from:
Ordinary income	$	26,734,353		$	5,812,875
Long-term capital gains		– 0	–		– 0	–
Total distributions paid	$	26,734,353		$	5,812,875

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 271

Notes to Financial Statements

As of August 31, 2010, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Portfolio	Undistributed Ordinary Income		Undistributed Long-Term Gains			Accumulated Capital and Other Gains (Losses)(c)			Unrealized Appreciation/ (Depreciation)(a)			Total Accumulated Earnings/ (Deficit)(b)
U.S. Value	$	8,634,242	$	– 0	–	$	(881,498,959	)	$	(31,107,327	)	$	(903,972,044	)
U.S. Large Cap Growth		1,809,906		– 0	–		(487,255,713	)		48,854,330			(436,591,477	)
International Value		15,900,466		– 0	–		(404,213,262	)		(103,880,986	)		(492,193,782	)
International Growth		24,803,960		– 0	–		(410,715,498	)		31,889,316			(354,022,222	)
Short Duration Bond		3,009,451		– 0	–		(48,017,681	)		(18,798,120	)		(63,806,350	)
Intermediate Duration Bond		5,861,230		– 0	–		(573,334	)		61,948,992			67,236,888
Bond Inflation Protection		12,911,829		– 0	–		(851,375	)		45,085,807			57,146,261
High-Yield		6,803,140		– 0	–		(64,074,930	)		27,090,473			(30,181,317	)
Small-Mid Cap Value		1,364,157		– 0	–		(87,689,043	)		6,412,758			(79,912,128	)
Small-Mid Cap Growth		508,684		– 0	–		(60,936,184	)		59,468,481			(959,019	)
Multi-Asset Real Return		52,462,162		– 0	–		(437,810,241	)		96,413,633			(288,934,446	)
Volatility Management		1,061,706		– 0	–		(11,549,351	)		(3,200,020	)		(13,687,665	)

^(a)  The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales, mark to market on passive foreign investment companies, mark to market on forward contracts, futures contracts, partnership investments, interest writeoffs and accruals on defaulted securities, reclassification of distributions from investments in real estate investment trusts, and swap income (loss) accruals.

^(b)  The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to deferral of post October capital or currency losses.

^(c)  Net capital loss, currency and PFIC losses incurred after October 31, and within the taxable year are deemed to arise on the first business day of the Portfolio’s next taxable year. U.S. Value, International Value, Short Duration Bond and High-Yield elect to defer $43,149,495, $25,354,319, $9,271,737, and $734,109 of capital losses that are deemed to arise in the next taxable year. Short Duration Bond Portfolio deferred $1,919,030 in straddle losses. Additionally, on August 31, 2010, the Portfolios had capital loss carryovers for federal income tax purposes.

272 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Notes to Financial Statements

On August 31, 2010, the following Portfolios had capital loss carryovers for federal income tax purposes which will expire in the years shown below. To the extent future gains are offset by capital loss carryforwards, such gains will not be distributed.

Capital Losses Expiring in 2014

Capital Losses Expiring in 2015

Capital Losses Expiring in 2016

Capital Losses Expiring in 2017

Capital Losses Expiring in 2018

Total Capital Losses

U.S. Value

$

– 0

–

$

– 0

–

$

– 0

–

$

205,162,139

$

633,187,325

$

838,349,464

U.S. Large Cap Growth

– 0

–

– 0

–

– 0

–

308,459,282

178,796,431

487,255,713

International Value

– 0

–

– 0

–

– 0

–

53,057,306

325,801,637

378,858,943

International Growth

– 0

–

– 0

–

– 0

–

107,784,754

302,930,744

410,715,498

Short Duration Bond

529,195

3,562,331

1,756,801

19,308,695

11,669,892

36,826,914

Intermediate Duration Bond

– 0

–

– 0

–

– 0

–

573,334

– 0

–

573,334

Bond Inflation Protection

– 0

–

– 0

–

– 0

–

851,375

– 0

–

851,375

High-Yield

– 0

–

1,561,339

1,152,926

15,295,968

45,330,588

63,340,821

Small-Mid Cap Value

– 0

–

– 0

–

– 0

–

25,737,293

61,951,750

87,689,043

Small-Mid Cap Growth

– 0

–

– 0

–

1,225,905

56,608,394

3,101,885

60,936,184

Multi-Asset Real Return

– 0

–

– 0

–

– 0

–

97,002,480

340,807,761

437,810,241

Volatility Management

– 0

–

– 0

–

– 0

–

– 0

–

11,549,351

11,549,351

During the fiscal year ended August 31, 2010, Bond Inflation Protection Portfolio utilized $922,726 of capital loss carryforwards, and Intermediate Duration Bond Portfolio utilized $11,912,026 of capital loss carryforwards.

NOTE H

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolios’ financial statements through this date.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 273

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	U.S. Value
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  7.18			$  7.22			$  9.27			$  12.44			$  11.41			$  10.32
Income From Investment Operations
Net investment income(a)		.09			.16			.21			.31			.31			.27
Net realized and unrealized gain (loss) on investment transactions		1.92			(.03	)		(2.03	)		(2.75	)		1.22			1.11
Net increase (decrease) in net asset value from operations		2.01			.13			(1.82	)		(2.44	)		1.53			1.38
Less: Dividends and Distributions
Dividends from net investment income		(.09	)		(.17	)		(.23	)		(.31	)		(.30	)		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(b)		(.42	)		(.20	)		(.08	)
Total dividends and distributions		(.09	)		(.17	)		(.23	)		(.73	)		(.50	)		(.29	)
Net asset value, end of period		$  9.10			$  7.18			$  7.22			$  9.27			$  12.44			$  11.41
Total Return
Total investment return based on net asset value(c)		28.17	%		1.64	%		(19.36	)%		(20.55	)%		13.55	%		13.60	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$2,334			$1,938			$2,091			$2,521			$2,573			$1,822
Ratio to average net assets of:
Expenses		.01	%(d)(e)		.01	%		.02	%		.02	%		.02	%		.04	%
Net investment income		2.12	%(d)(e)		2.09	%		3.23	%		2.93	%		2.49	%		2.48	%
Portfolio turnover rate		27	%		73	%		59	%		20	%		22	%		14	%

See footnote summary on page 285.

274 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	U.S. Large Cap Growth
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  8.94			$  9.25			$  11.08			$  12.47			$  11.09			$  10.73
Income From Investment Operations
Net investment income(a)		.06			.11			.11			.10			.10			.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		3.01			(.31	)		(1.83	)		(1.04	)		1.57			.38
Net increase (decrease) in net asset value from operations		3.07			(.20	)		(1.72	)		(.94	)		1.67			.45
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.11	)		(.11	)		(.10	)		(.09	)		(.06	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.35	)		(.20	)		(.03	)
Total dividends and distributions		(.05	)		(.11	)		(.11	)		(.45	)		(.29	)		(.09	)
Net asset value, end of period		$  11.96			$  8.94			$  9.25			$  11.08			$  12.47			$  11.09
Total Return
Total investment return based on net asset value(c)		34.44	%		(2.23	)%*		(15.41	)%		(8.06	)%		15.23	%		4.10	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$2,324			$1,924			$2,078			$2,532			$2,608			$1,775
Ratio to average net assets of:
Expenses		.02	%(d)(e)		.01	%		.02	%		.02	%		.02	%		.04	%
Net investment income		1.12	%(d)(e)		1.13	%		1.40	%		.86	%		.80	%		.64	%
Portfolio turnover rate		48	%		81	%		108	%		93	%		92	%		64	%

See footnote summary on page 285.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 275

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	International Value
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  6.93			$  7.50			$  10.37			$  14.88			$  13.84			$  10.89
Income From Investment Operations
Net investment income(a)		.07			.21			.23			.45			.42			.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.75			(.60	)		(2.55	)		(3.18	)		2.29			3.04
Contributions from Adviser		– 0	–		– 0	–		.00	(b)		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		1.82			(.39	)		(2.32	)		(2.73	)		2.71			3.42
Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.18	)		(.19	)		(.43	)		(.55	)		(.26	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.36	)		(1.35	)		(1.12	)		(.21	)
Total dividends and distributions		(.11	)		(.18	)		(.55	)		(1.78	)		(1.67	)		(.47	)
Net asset value, end of period		$  8.64			$  6.93			$  7.50			$  10.37			$  14.88			$  13.84
Total Return
Total investment return based on net asset value(c)		26.51	%		(5.15	)%		(20.71	)%		(20.92	)%		20.64	%		32.16	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$1,213			$1,013			$1,127			$1,228			$1,316			$997
Ratio to average net assets of:
Expenses		.03	%(d)(e)		.04	%		.06	%		.07	%		.08	%		.10	%
Net investment income		1.83	%(d)(e)		2.70	%		3.56	%		3.49	%		2.89	%		3.09	%
Portfolio turnover rate		30	%		60	%		56	%		31	%		31	%		27	%

See footnote summary on page 285.

276 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	International Growth
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  8.18			$  8.12			$  11.27			$  13.98			$  12.54			$  10.57
Income From Investment Operations
Net investment income(a)		.06			.19			.23			.38			.34			.23
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.09			.16			(3.11	)		(1.89	)		1.86			1.95
Contributions from Adviser		– 0	–		.00	(b)		.00	(b)		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		1.15			.35			(2.88	)		(1.51	)		2.20			2.18
Less: Dividends and Distributions
Dividends from net investment income		(.29	)		(.29	)		(.27	)		(.38	)		(.27	)		(.19	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.00	)(b)		(.82	)		(.49	)		(.02	)
Total dividends and distributions		(.29	)		(.29	)		(.27	)		(1.20	)		(.76	)		(.21	)
Net asset value, end of period		$  9.04			$  8.18			$  8.12			$  11.27			$  13.98			$  12.54
Total Return
Total investment return based on net asset value(c)		14.04	%		4.20	%		(25.32	)%		(12.46	)%		18.08	%		20.88	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$1,155			$1,037			$1,078			$1,246			$1,329			$886
Ratio to average net assets of:
Expenses		.04	%(d)(e)		.03	%		.05	%		.06	%		.07	%		.11	%
Net investment income		1.28	%(d)(e)		2.27	%		3.19	%		2.81	%		2.50	%		1.96	%
Portfolio turnover rate		45	%		119	%		111	%		85	%		82	%		105	%

See footnote summary on page 285.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 277

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Short Duration Bond
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.56			$  9.26			$  9.37			$  9.87			$  9.93			$  10.04
Income From Investment Operations
Net investment income(a)		.11			.25			.36			.46			.52			.47
Net realized and unrealized gain (loss) on investment transactions		– 0	–		.32			(.08	)		(.49	)		(.08	)		(.14	)
Net increase (decrease) in net asset value from operations		.11			.57			.28			(.03	)		.44			.33
Less: Dividends
Dividends from net investment income		(.10	)		(.27	)		(.39	)		(.47	)		(.50	)		(.44	)
Net asset value, end of period		$  9.57			$  9.56			$  9.26			$  9.37			$  9.87			$  9.93
Total Return
Total investment return based on net asset value(c)		1.20	%		6.26	%		3.14	%		(.40	)%		4.51	%		3.39	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$1,318			$1,218			$1,108			$1,299			$1,272			$960
Ratio to average net assets of:
Expenses		.05	%(d)(e)		.12	%		.04	%		.03	%		.02	%		.05	%
Expenses, excluding interest expense and TALF administration fee		.02	%(d)(e)		.02	%		.03	%		.03	%		.02	%		.05	%
Expenses, excluding interest expense		.02	%(d)(e)		.03	%		.04	%		.03	%		.02	%		.05	%
Net investment income		2.38	%(d)(e)		2.64	%		4.06	%		4.75	%		5.23	%		4.69	%
Portfolio turnover rate		32	%		130	%		153	%		116	%		138	%		185	%

See footnote summary on page 285.

278 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Intermediate Duration Bond
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.78			$  9.98			$  9.70			$  9.87			$  9.86			$  10.12
Income From Investment Operations
Net investment income(a)		.22			.45			.51			.50			.49			.48
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.18	)		.80			.33			(.16	)		.00	(b)		(.28	)
Net increase in net asset value from operations		.04			1.25			.84			.34			.49			.20
Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.45	)		(.56	)		(.51	)		(.48	)		(.46	)
Distributions from net realized gain on investment transactions		(.03	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Total dividends and distributions		(.26	)		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–
Net asset value, end of period		$  10.56			$  10.78			$  9.98			$  9.70			$  9.87			$  9.86
Total Return
Total investment return based on net asset value(c)		.36	%		12.84	%		9.26	%		3.51	%		5.03	%		2.13	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$1,405			$1,353			$1,281			$1,654			$1,600			$1,076
Ratio to average net assets of:
Expenses		.04	%(d)(e)		.13	%		.04	%		.03	%		.04	%		.06	%
Expenses, excluding interest expense and TALF administration fee		.02	%(d)(e)		.02	%		.03	%		.03	%		.04	%		.06	%
Expenses, excluding interest expense		.02	%(d)(e)		.03	%		.04	%		.03	%		.04	%		.06	%
Net investment income		4.10	%(d)(e)		4.38	%		5.47	%		5.01	%		5.01	%		4.89	%
Portfolio turnover rate		44	%		94	%		108	%		114	%		236	%		513	%

See footnote summary on page 285.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 279

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Bond Inflation Protection
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  10.70			$  9.91			$  10.74			$  9.99			$  9.91			$  10.01
Income From Investment Operations
Net investment income(a)		.21			.34			.04			.69			.49			.57
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.23			.58			(.19	)		.52			(.06	)		(.36	)
Contributions from Adviser		– 0	–		.00	(b)		– 0	–		– 0	–		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.44			.92			(.15	)		1.21			.43			.21
Less: Dividends and Distributions
Dividends from net investment income		(.32	)		(.13	)		(.68	)		(.46	)		(.35	)		(.30	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Total dividends and distributions		(.32	)		(.13	)		(.68	)		(.46	)		(.35	)		(.31	)
Net asset value, end of period		$  10.82			$  10.70			$  9.91			$  10.74			$  9.99			$  9.91
Total Return
Total investment return based on net asset value(c)		4.12	%		9.31	%		(.88	)%		12.45	%		4.44	%		2.11	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$724,957			$667,764			$586,321			$688,918			$643,549			$447,210
Ratio to average net assets of:
Expenses		.13	%(d)(e)		.07	%		.04	%		.04	%		.04	%		.07	%
Expenses, excluding interest expense		.04	%(d)(e)		.04	%		.04	%		.04	%		.04	%		.07	%
Net investment income		3.96	%(d)(e)		3.25	%		.44	%		6.63	%		4.98	%		5.83	%
Portfolio turnover rate		8	%		21	%		20	%		9	%		12	%		13	%

See footnote summary on page 285.

280 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	High-Yield
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.85			$  8.51			$  8.87			$  9.89			$  9.99			$  10.35
Income From Investment Operations
Net investment income(a)		.44			.89			.81			.78			.77			.75
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.55			1.33			(.38	)		(1.03	)		(.15	)		(.35	)
Net increase (decrease) in net asset value from operations		.99			2.22			.43			(.25	)		.62			.40
Less: Dividends and Distributions
Dividends from net investment income		(.52	)		(.88	)		(.79	)		(.77	)		(.72	)		(.75	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		– 0	–		(.01	)
Total dividends and distributions		(.52	)		(.88	)		(.79	)		(.77	)		(.72	)		(.76	)
Net asset value, end of period		$  10.32			$  9.85			$  8.51			$  8.87			$  9.89			$  9.99
Total Return
Total investment return based on net asset value(c)		10.35	%		27.01	%		7.25	%		(2.76	)%		6.22	%		4.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$533,577			$487,751			$463,400			$526,850			$495,833			$325,931
Ratio to average net assets of:
Expenses		.05	%(d)(e)		.05	%		.06	%		.05	%		.06	%		.09	%
Net investment income		8.80	%(d)(e)		9.29	%		11.13	%		8.19	%		7.50	%		7.47	%
Portfolio turnover rate		28	%		34	%		40	%		25	%		49	%		64	%

See footnote summary on page 285.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 281

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Small-Mid Cap Value
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  9.08			$  8.10			$  11.19			$  12.79			$  11.08			$  10.65
Income From Investment Operations
Net investment income(a)		.08			.11			.14			.19			.24			.16
Net realized and unrealized gain (loss) on investment transactions		3.18			.99			(2.34	)		(.96	)		1.80			.40
Net increase (decrease) in net asset value from operations		3.26			1.10			(2.20	)		(.77	)		2.04			.56
Less: Dividends and Distributions
Dividends from net investment income		(.03	)		(.12	)		(.14	)		(.18	)		(.23	)		(.13	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		(.75	)		(.65	)		(.10	)		– 0	–
Total dividends and distributions		(.03	)		(.12	)		(.89	)		(.83	)		(.33	)		(.13	)
Net asset value, end of period		$  12.31			$  9.08			$  8.10			$  11.19			$  12.79			$  11.08
Total Return
Total investment return based on net asset value(c)		36.03	%		13.56	%		(16.76	)%		(6.29	)%		18.64	%		5.24	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$617,816			$500,525			$553,145			$685,788			$648,401			$444,250
Ratio to average net assets of:
Expenses		.03	%(d)(e)		.04	%		.04	%		.04	%		.04	%		.07	%
Net investment income		1.47	%(d)(e)		1.20	%		2.00	%		1.67	%		1.93	%		1.45	%
Portfolio turnover rate		27	%		54	%		60	%		38	%		33	%		42	%

See footnote summary on page 285.

282 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Small-Mid Cap Growth
	Six Months Ended February 28, 2011 (unaudited)			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  11.77			$  10.18			$  12.62			$  14.79			$  11.84			$  10.99
Income From Investment Operations
Net investment income(a)		.04			.05			.04			.05			.06			.04
Net realized and unrealized gain (loss) on investment transactions		5.78			1.59			(2.44	)		(.78	)		3.16			.84
Contributions from Adviser		– 0	–		– 0	–		.00	(b)		.01			.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		5.82			1.64			(2.40	)		(.72	)		3.22			.88
Less: Dividends and Distributions
Dividends from net investment income		(.02	)		(.05	)		(.04	)		(.06	)		(.04	)		(.03	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(1.39	)		(.23	)		– 0	–
Total dividends and distributions		(.02	)		(.05	)		(.04	)		(1.45	)		(.27	)		(.03	)
Net asset value, end of period		$  17.57			$  11.77			$  10.18			$  12.62			$  14.79			$  11.84
Total Return
Total investment return based on net asset value(c)		49.48	%*		16.13	%		(18.97	)%		(5.84	)%		27.50	%		8.00	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$620,238			$520,593			$548,279			$686,291			$668,771			$429,431
Ratio to average net assets of:
Expenses		.04	%(d)(e)		.04	%		.05	%		.04	%		.05	%		.07	%
Net investment income		.47	%(d)(e)		.46	%		.49	%		.39	%		.45	%		.33	%
Portfolio turnover rate		37	%		91	%		107	%		88	%		88	%		83	%

See footnote summary on page 285.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 283

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Multi-Asset Real Return
	Six Months Ended February 28, 2011 (unaudited)**			Year Ended August 31,
				2010			2009			2008			2007			2006
Net asset value, beginning of period		$  8.57			$  7.68			$  9.56			$  13.90			$  13.14			$  10.74
Income From Investment Operations
Net investment income(a)		.11			.28			.28			.36			.27			.36
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.74			.83			(2.11	)		(2.32	)		1.59			2.47
Net increase (decrease) in net asset value from operations		1.85			1.11			(1.83	)		(1.96	)		1.86			2.83
Less: Dividends and Distributions
Dividends from net investment income		(.74	)		(.22	)		(.05	)		(1.33	)		(.58	)		(.37	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(1.05	)		(.52	)		(.06	)
Total dividends and distributions		(.74	)		(.22	)		(.05	)		(2.38	)		(1.10	)		(.43	)
Net asset value, end of period		$  9.68			$  8.57			$  7.68			$  9.56			$  13.90			$  13.14
Total Return
Total investment return based on net asset value(c)		22.37	%		14.68	%		(19.25	)%		(17.38	)%		14.33	%		27.18	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,047,648			$925,042			$994,537			$1,132,381			$1,203,895			$832,695
Ratio to average net assets of:
Expenses		.04	%(d)(e)		.03	%		.05	%		.07	%		.06	%		.09	%
Net investment income		2.46	%(d)(e)		3.43	%		4.46	%		3.11	%		1.90	%		3.07	%
Portfolio turnover rate		107	%		57	%		76	%		46	%		49	%		46	%

See footnote summary on page 285.

284 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Financial Highlights

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

	Volatility Management
	Six Months Ended February 28, 2011 (unaudited)			April 16, 2010(f) to August 31, 2010
Net asset value, beginning of period		$  9.31			$  10.00
Income From Investment Operations
Net investment income(a)(g)		.04			.04
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.20			(.73	)
Net increase (decrease) in net asset value from operations		2.24			(.69	)
Less: Dividends and Distributions
Dividends from net investment income		(.09	)		– 0	–
Distributions from net realized gain on investment transactions		(.40	)		– 0	–
Total dividends and distributions		(.49	)		– 0	–
Net asset value, end of period		$  11.06			$  9.31
Total Return
Total investment return based on net asset value(c)		24.50	%		(6.90	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$346,800			$296,252
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(d)(e)		.15	%		.15	%
Expenses, before waivers/reimbursements(d)(e)		.17	%		.21	%
Net investment income(d)(e)(g)		.75	%		1.06	%
Portfolio turnover rate		33	%		51	%

(a) Based on average shares outstanding.

(b) Amount is less than $0.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

(f) Commencement of operations.

(g) Net of fees and expenses waived/reimbursed by the Adviser.

* Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the performance for the Small-Mid Cap Growth Portfolio for the six months ended February 28, 2011 by 0.01% and of the U.S. Large Cap Growth Portfolio for the year ended August 31, 2010 by 0.01%.

** Consolidated.

See notes to financial statements.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 285

Financial Highlights

RESULTS OF SHAREHOLDERS MEETING

(unaudited)

The Annual Meeting of Shareholders of The AllianceBernstein Pooling Portfolios (the “Fund”) was held on November 5, 2010. At the November 5, 2010 Meeting, with respect to the first item of business, the election of Trustees for the Fund, the second item of business, the amendment of the investment advisory agreement for each Portfolio, the third item of business, the amendment of the Fund’s Declaration of Trust, and the fourth item of business, the amendment or elimination of certain fundamental policies of the Portfolio, the required number of outstanding shares were voted in favor of the proposals, and all proposals were approved. A description of each proposal and number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal numbers in the Fund’s proxy statement):

1. The election of the Trustees, each such Trustee to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies.

	Voted For		Withheld Authority
John H. Dobkin		1,366,062,011		0
Michael J. Downey		1,366,062,011		0
William H. Foulk, Jr.		1,366,062,011		0
D. James Guzy		1,366,062,011		0
Nancy P. Jacklin		1,366,062,011		0
Robert M. Keith		1,366,062,011		0
Garry L. Moody		1,366,062,011		0
Marshall C. Turner, Jr.		1,366,062,011		0
Earl D. Weiner		1,366,062,011		0

2. Approve the amendment of each Portfolio’s Investment Advisory Agreement.

2.B. Approve the amendment to Investment Advisory Agreement regarding reimbursement of administrative expenses.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0

286 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Results of Shareholders Meeting

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0

3. Approve the amendment to the Fund’s Agreement and Declaration of Trust.

	Voted For		Voted Against		Abstained
The Fund		1,366,062,011		0		0

4. Approve the amendment or elimination of certain fundamental policies of the Portfolio.

4.A. Approve the amendment of the Portfolio’s fundamental policy regarding diversification.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 287

Results of Shareholders Meeting

4.B. Approve the amendment of the Portfolio’s fundamental policy regarding senior securities and borrowing money.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

4.C. Approve the amendment of the Portfolio’s fundamental policy regarding underwriting securities.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

288 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Results of Shareholders Meeting

4.D. Approve the amendment of the Portfolio’s fundamental policy regarding concentration.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

4.E. Approve the amendment of the Portfolio’s fundamental policy regarding investments in real estate.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 289

Results of Shareholders Meeting

4.F. Approve the amendment of the Portfolio’s fundamental policy regarding commodities.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

4.G. Approve the amendment of the Portfolio’s fundamental policy regarding loans.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

290 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Results of Shareholders Meeting

4.H. Approve the elimination of the Portfolio’s fundamental policy prohibiting pledging, hypothecating, mortgaging, or otherwise encumbering assets.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

4.I. Approve the elimination of the Portfolio’s fundamental policy prohibiting investments for purpose of exercising control.

Portfolio	Voted For		Voted Against		Abstained
AllianceBernstein U.S. Value Portfolio		271,457,949		0		0
AllianceBernstein U.S. Large Cap Growth Portfolio		216,001,761		0		0
AllianceBernstein Global Real Estate Investment Portfolio		107,428,511		0		0
AllianceBernstein International Value Portfolio		146,822,104		0		0
AllianceBernstein International Growth Portfolio		126,978,192		0		0
AllianceBernstein Short Duration Bond Portfolio		127,805,294		0		0
AllianceBernstein Intermediate Duration Bond Portfolio		125,987,615		0		0
AllianceBernstein Bond Inflation Protection Portfolio		62,390,695		0		0
AllianceBernstein High-Yield Portfolio		50,048,111		0		0
AllianceBernstein Small-Mid Cap Value Portfolio		55,354,700		0		0
AllianceBernstein Small-Mid Cap Growth Portfolio		44,009,585		0		0
AllianceBernstein Volatility Management Portfolio		31,777,489		0		0

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 291

Results of Shareholders Meeting

TRUSTEES

William H. Foulk, Jr.(1) , Chairman John H. Dobkin(1) Michael J. Downey(1) D. James Guzy(1) Nancy P. Jacklin(1)	Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Marshall C. Turner, Jr.(1) Earl D. Weiner(1)
OFFICERS(2)
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Bruce K. Aronow, Vice President Stephen M. Beinhacker, Vice President Henry S. D’Auria, Vice President Sergey Davalchenko, Vice President Drew W. Demakis, Vice President Jon P. Denfeld, Vice President Paul J. DeNoon, Vice President Gershon M. Distenfeld, Vice President Joseph R. Elegante, Vice President Sharon E. Fay, Vice President Eric J. Franco, Vice President Gareth Jenkins, Vice President Shawn E. Keegan, Vice President N. Kumar Kirpalani, Vice President Samantha S. Lau, Vice President Jason P. Ley, Vice President Joshua B. Lisser, Vice President Daniel J. Loewy, Vice President James W. MacGregor, Vice President Alison M. Martier, Vice President Christopher W. Marx, Vice President	Teresa Marziano, Vice President Seth J. Masters, Vice President Joel J. McKoan, Vice President Joseph G. Paul, Vice President Douglas J. Peebles, Vice President John D. Phillips, Vice President David F. Randell, Vice President Jonathan E. Ruff, Vice President Laurent Saltiel, Vice President Kevin F. Simms, Vice President Christopher M. Toub, Vice President Wen-Tse Tseng, Vice President P. Scott Wallace, Vice President Andrew J. Weiner, Vice President Greg J. Wilensky, Vice President David Yuen, Vice President Vadim Zlotnikov, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller
Custodian and Accounting Agent State Street Bank and Trust Company One Lincoln Street Boston, MA 02111 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105	Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

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Trustees

Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672   Independent Registered Public
Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee.

(2) The management of, and investment decisions for, the AllianceBernstein Multi-Asset Real Return Portfolio are made by the Real Asset Strategy Team. Mr. Drew W. Demakis, Mr. Joshua B. Lisser, Ms. Teresa Marziano, Mr. Jonathan E. Ruff and Mr. Greg J. Wilensky are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AllianceBernstein U.S. Value Portfolio are made by the U.S. Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. Christopher W. Marx, Mr. John D. Phillips and Mr. David Yuen are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AllianceBernstein Small-Mid Cap Value Portfolio are made by the Small-Mid Cap Value Senior Investment Management Team. Mr. Joseph G. Paul, Mr. James W. MacGregor and Mr. Andrew J. Weiner are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AllianceBernstein International Value Portfolio are made by the International Value Senior Investment Management Team. Ms. Sharon E. Fay, Mr. Kevin F. Simms, Mr. Henry S. D’Auria and Mr. Eric J. Franco are the senior most members of the Investment Management Team.

The management of, and investment decisions for, the AllianceBernstein U.S. Large Cap Growth Portfolio are made by the U.S. Large Cap Growth Team. Mr. Joseph R. Elegante, Mr. Jason P. Ley, Mr. David F. Randell, and Mr. P. Scott Wallace are the senior most members of the team.

The management of, and investment decisions for, the AllianceBernstein Small-Mid Cap Growth Portfolio are made by the Small Cap Growth Investment Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Ms. Samantha S. Lau and Mr. Wen-Tse Tseng are the senior most members of the team.

The management of, and investment decisions for, the AllianceBernstein International Growth Portfolio are made by the International Large Cap Growth Team. Mr. Sergey Davalchenko, Mr. Gareth Jenkins and Mr. Laurent Saltiel, are the senior most members of the team.

The management of, and investment decisions for, the AllianceBernstein Short Duration Bond Portfolio are made by the U.S. Investment Grade: Liquid Markets/Structured Products Investment Team. Mr. Jon P. Denfeld, Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the senior most members of the team.

The management of, and investment decisions for, the AllianceBernstein Intermediate Duration Bond Portfolio are made by the U.S. Investment Grade: Core Fixed Income Team. Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky, are the senior most members of the team.

The management of, and investment decisions for, the AllianceBernstein High-Yield Portfolio are made by the Global Credit Investment Team. Mr. Gershon M. Distenfeld, Mr. Joel J. McKoan and Mr. Douglas J. Peebles are the senior most members of the team.

Mr. Greg J. Wilensky, Director of Stable Value Investments, is primarily responsible for the day-to-day management of the AllianceBernstein Bond Inflation Protection Portfolio.

The day-to-day management of, and investment decisions for, the AllianceBernstein Volatility Management Portfolio are made by the Adviser’s Dynamic Asset Allocation Team. Mr. Seth J. Masters and Mr. Daniel J. Loewy are primarily responsible for the day-to-day management of the Portfolio.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 293

Trustees

Information Regarding the Review and Approval of the Advisory Agreement in Respect of Each Portfolio

At a meeting held on November 2-4, 2010 the disinterested trustees (the “trustees”) of The AllianceBernstein Pooling Portfolios (the “Trust”) unanimously approved the continuance of the Advisory Agreement with the Adviser in respect of each of:

• AllianceBernstein Short Duration Bond Portfolio,

• AllianceBernstein Intermediate Duration Bond Portfolio,

• AllianceBernstein Bond Inflation Protection Portfolio (formerly AllianceBernstein Inflation Protected Securities Portfolio), and

• AllianceBernstein High-Yield Portfolio (each, a “Portfolio” and collectively, the “Portfolios”).¹

Prior to approval of the continuance of the Advisory Agreement in respect of each Portfolio, the trustees had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The trustees also reviewed an independent evaluation prepared by the Trust’s Senior Officer (who is also the Trust’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement in respect of each Portfolio wherein the Senior Officer concluded that the contractual fee (zero) for each Portfolio was reasonable. The trustees also discussed the proposed continuances in private sessions with counsel and the Trust’s Senior Officer.

The trustees noted that the Portfolios are designed as investment vehicles for certain AllianceBernstein institutional clients, including registered investment companies sponsored by the Adviser (the institutional clients, including the registered investment companies, are all referred to as the “Pooling Investors”). The trustees also noted that the Advisory Agreement provides for a fee rate of zero and does not include a reimbursement provision for certain administrative expenses included in the Adviser’s advisory agreements with most of the open-end AllianceBernstein Funds. The trustees further noted that the Trust acknowledges in the Advisory Agreement that the Adviser will receive compensation for its services to the Portfolios from third parties (e.g., the Pooling Investors that are shareholders of the Portfolios). The trustees noted that the current Pooling Investors in the Portfolios are certain registered investment companies sponsored by the Adviser and an unaffiliated institutional investor.

1 This disclosure does not relate to AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein Multi-Asset Real Return Portfolio (formerly AllianceBernstein Global Real Estate Investment Portfolio), AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio or AllianceBernstein Volatility Management Portfolio.

294 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

The trustees considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolios gained from their experience as trustees or directors of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the trustees and its responsiveness, frankness and attention to concerns raised by the trustees in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The trustees noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolios and review extensive materials and information presented by the Adviser.

The trustees also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and different trustees may have attributed different weights to the various factors. The trustees determined that the selection of the Adviser to manage each Portfolio, and the overall arrangements between each Portfolio and the Adviser as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the trustees considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the trustees’ determination included the following:

Nature, Extent and Quality of Services Provided

The trustees considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolios. They also noted the professional experience and qualifications of each Portfolio’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of each Portfolio’s other service providers, also were considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to each of the Portfolios under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of each Portfolio (which, as noted above, pays no advisory fee to the Adviser and does not reimburse expenses to the Adviser) to the Adviser for calendar years 2008 and 2009 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Trust’s Senior Officer. The trustees reviewed the

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 295

assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The trustees noted that the methodology took into account that the Adviser was indirectly compensated for its services to the Portfolios by the Pooling Investors. The trustees also noted that the profitability information reflected all revenues and expenses of the Adviser’s relationships with the Portfolios, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolios and that the profitability methodology attributed revenues and expenses to the Portfolios relating to the Pooling Investors. The trustees recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The trustees focused on the profitability of the Adviser’s relationships with the Portfolios before taxes and distribution expenses. The trustees concluded that they were satisfied that the Adviser’s level of profitability from its relationship with each Portfolio was not unreasonable. The trustees also considered that the Adviser bears certain costs in order to provide services to each Portfolio.

Fall-Out Benefits

The trustees considered the benefits to the Adviser and its affiliates from their relationships with the Portfolios other than the fees payable under the Advisory Agreement (none), including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers that execute purchases and sales of securities on behalf of its clients (although not for the Portfolios) on an agency basis), 12b-1 fees and sales charges received by the Trust’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of shares of the Pooling Investors that are registered investment companies, and brokerage commissions paid by the Portfolios to brokers affiliated with the Adviser. The trustees noted that while the Adviser’s affiliated transfer agent does not receive fees for providing services to the Portfolios (although it may be reimbursed for its out-of-pocket expenses), such affiliated transfer agent receives fees for providing services to the Pooling Investors. The trustees noted that the Adviser receives fees for advisory, distribution, recordkeeping and other services provided to the institutional Pooling Investor and is compensated by the other Pooling Investors for providing advisory services to them. The trustees recognized that the Adviser’s profitability would be somewhat lower without these benefits. The trustees also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolios.

Investment Results

In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed comparative performance information for each Portfolio at each regular Board meeting during the year. At the November

296 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

2010 meeting, the trustees reviewed information prepared by Lipper showing the performance of each Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of each Portfolio as compared with an index, in each case for the 1-, 3- and 5-year periods ended July 31, 2010 and (in the case of comparisons with the index) the since inception period (May 2005 inception).

In reviewing the performance information the trustees noted that the Portfolios had a performance advantage in that the performance of virtually all of the Portfolios’ competitors was negatively affected by the fact they pay advisory fees whereas performance information for the Portfolios reflects their advisory fee of zero.

AllianceBernstein Short Duration Bond Portfolio

The trustees noted that the Portfolio was in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, and in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 5-year period. The Portfolio outperformed the BofA/Merrill Lynch 1-3 Year Treasury Index (the “Index”) in the 1-year period but lagged the Index in the 3- and 5-year and the since inception periods. Based on their review, the trustees concluded that the Portfolio’s relative performance was acceptable.

AllianceBernstein Intermediate Duration Bond Portfolio

The trustees noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods, and that the Portfolio outperformed the Barclays Capital U.S. Aggregate Bond Index in all periods reviewed. Based on their review, the trustees concluded that the Portfolio’s relative performance over time had been satisfactory.

AllianceBernstein Bond Inflation Protection Portfolio

The trustees noted that the Portfolio was in the 4th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 3-year period, and in the 2nd quintile of the Performance Group and the Performance Universe for the 5-year period. The Portfolio outperformed the Barclays Capital U.S. 1-10 Year TIPS Index in all periods reviewed. The trustees noted that at their February 2010 meetings they had approved modifications to the Portfolio’s investment guidelines and a name change to AllianceBernstein Bond Inflation Protection Portfolio effective March 2010. Based on their review, the trustees concluded that the Portfolio’s relative performance was satisfactory.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 297

AllianceBernstein High-Yield Portfolio

The trustees noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods, and that the Portfolio outperformed the Barclays Capital U.S. High Yield 2% Issuer Cap Index in all periods reviewed. Based on their review, the trustees concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The trustees considered the advisory fee rate paid by each Portfolio to the Adviser (zero) and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as a Portfolio at a common asset level. The trustees also reviewed certain information showing the fees paid to the Adviser by the Pooling Investors. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The trustees noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Pooling Investors for its services to the Portfolios. While the fees paid by the Pooling Investors to the Adviser vary, the trustees acknowledged that a portion of those fees may reasonably be viewed as compensating the Adviser for advisory services it provides to each Portfolio (the “implied fee”) and that the Adviser had represented to the Securities and Exchange Commission staff and to the Trust’s former counsel that the implied fee rate is the same for all the institutional investors in the Portfolios (e.g., the Pooling Investors). The trustees also noted that the Adviser had undertaken to work with the trustees to develop procedures to enable the trustees to monitor the implied fee rates for the Portfolios and provided the trustees with information concerning the fees paid by the various Pooling Investors. Based on their review, the trustees concluded that the advisory arrangements for the Portfolios, including the zero fee aspect of the Advisory Agreement with the Adviser, were satisfactory.

The trustees also considered the fees the Adviser charges other clients with an investment style substantially similar to that of each of the Portfolios. For this purpose, the trustees reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Trust’s Senior Officer disclosing the institutional fee schedules for institutional products managed by the Adviser that have an investment style substantially similar to that of the Portfolios. The trustees noted that these comparisons were of limited utility in light of the Portfolios’ unusual fee arrangement. The trustees noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedules reviewed by the trustees and that they had previously discussed with the Adviser its policies in respect of such arrangements.

298 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

The trustees also reviewed information that indicated that, in the case of AllianceBernstein Intermediate Duration Bond Portfolio, the Adviser receives a fee for sub-advising a registered investment company with an investment style similar to that of the Portfolio. The trustees noted that these comparisons were of limited utility in light of the Portfolios’ unusual fee arrangement.

The Adviser reviewed with the trustees the significantly greater scope of the services it provides the Portfolios relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolios, and the unusual fee structure for all the Portfolios, the trustees considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The trustees also considered the total non-advisory expense ratio of each Portfolio in comparison to the non-advisory expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to a Portfolio and an Expense Universe as a broader group, consisting of all funds in a Portfolio’s investment classification/objective. The non-advisory expense ratio of each Portfolio was based on the Portfolio’s latest fiscal year. The trustees noted that it was likely that the non-advisory expense ratios of some funds in each Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary and temporary. The trustees view the non-advisory expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolios by others.

The trustees noted that each Portfolio’s total non-advisory expense ratio was lower than the Expense Group and the Expense Universe medians. The trustees concluded that each Portfolio’s non-advisory expense ratio was satisfactory.

Economies of Scale

Since the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Portfolios, the trustees did not consider the extent to which the fee levels in the Advisory Agreement reflect economies of scale. They did note, however, that the fee schedules for the Pooling Investors that are registered investment companies incorporate breakpoints.

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THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Pooling Portfolios (the “Trust” or the “Pooling Portfolios”) in respect of the following Portfolios:²

– U.S. Value Portfolio

– U.S. Large Cap Growth Portfolio

– Global Real Estate Investment Portfolio

– International Value Portfolio

– International Growth Portfolio

– Small-Mid Cap Value Portfolio

– Small-Mid Cap Growth Portfolio

The Trust, which is designed to facilitate a “blended style” investment approach, represents a variety of asset classes and investment styles, and is available for investment only to institutional clients of the Adviser, including both registered investment companies and large managed separate accounts.

The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer, for the Trustees of the Trust, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees of the Trust to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolios which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

1 It should be noted that the information in the fee summary was completed on April 21, 2010 and presented to the Board of Trustees on May 4-6, 2010.

2 Future references to the Portfolios do not include “AllianceBernstein.” The Portfolios of the Trust that are not discussed in this evaluation are Volatility Management Portfolio and the fixed-income Pooling Portfolios: Short Duration Bond Portfolio, Intermediate Duration Bond Portfolio, Inflation Protected Securities Portfolio and High Yield Portfolio. The fixed-income Pooling Portfolios will be considered separately at the Board meeting schedules to be held on November 2-4, 2010.

300 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreements, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolios grow larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolios.

PORTFOLIO ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

Under the Investment Advisory Agreement, the Portfolios are not charged an advisory fee. The investment advisory contract also does not provide for the Adviser to be reimbursed for the cost of providing non-advisory services, which would include administration, distribution and transfer agent-related services, although the transfer agent of the Portfolios is reimbursed for out of pocket expenses. The Adviser is compensated by institutional clients of the Adviser (the “Institutional Clients”) that invest in the Pooling Portfolios. These clients include the AllianceBernstein Blended Style Series, Inc.—AllianceBernstein Retirement Strategies (“Retirement Strategies”),³ AllianceBernstein Blended Style Series, Inc.—U.S. Large Cap Portfolio (“U.S. Large Cap Portfolio”), The AllianceBernstein Portfolios—AllianceBernstein Wealth Strategies (“Wealth Strategies”),⁴ and the Rhode Island Higher Education Savings Trust (referred to herein as “CollegeBoundfund”). Collectively, these shareholders (the “Institutional Clients”) own 100 percent of the Pooling Portfolios’ total outstanding shares. Set forth below are the advisory fee schedules of the Institutional Clients that invests in the Pooling Portfolios.

3 Includes AllianceBernstein 2000 Retirement Strategy, AllianceBernstein 2005 Retirement Strategy, AllianceBernstein 2010 Retirement Strategy, AllianceBernstein 2015 Retirement Strategy, AllianceBernstein 2020 Retirement Strategy, AllianceBernstein 2025 Retirement Strategy, AllianceBernstein 2030 Retirement Strategy, AllianceBernstein 2035 Retirement Strategy, AllianceBernstein 2040 Retirement Strategy, AllianceBernstein 2045 Retirement Strategy, AllianceBernstein 2050 Retirement Strategy and AllianceBernstein 2055 Retirement Strategy . Future references to the Retirement Strategies do not include “AllianceBernstein.”

4 Includes AllianceBernstein Balanced Wealth Strategy, AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Conservative Wealth Strategy. Future references to the Wealth Strategies do not include “AllianceBernstein.”

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AllianceBernstein Blended Style Series, Inc.—AllianceBernstein Retirement Strategies

Each of the Retirement Strategies pays an advisory fee correlated to the percentage of equity investments held by the Retirement Strategy. This fee is discounted by a certain percentage depending on the asset level of the Retirement Strategy as indicated below:

% Invested in Equity Investments	Advisory Fee
Equal to or less than 60%		0.55	%
Greater than 60% and less than 80%		0.60	%
Equal to or greater than 80%		0.65	%

Net Asset Level	Discount
Assets equal to or less than $2.5 billion		n/a
Assets greater than $2.5 billion and less than $5 billion		10 basis points
Assets greater than $5 billion		15 basis points

Accordingly, under the terms of the Investment Advisory Agreement, the Retirement Strategies will pay the Adviser at the following annual rates:

	Average Daily Net Assets
Retirement Strategy	First $2.5 billion			Next $2.5 billion			In excess of $5 billion
Retirement Strategies: 2025, 2030, 2035, 2040, 2045, 2050, 2055		0.65	%		0.55	%		0.50	%
Retirement Strategies: 2015, 2020		0.60	%		0.50	%		0.45	%
Retirement Strategies: 2000, 2005, 2010		0.55	%		0.45	%		0.40	%

U.S. Large Cap Portfolio and the Wealth Strategies

Large Cap Portfolio and the Wealth Strategies are charged by the Adviser an advisory fee based on a percentage of each fund’s average daily net assets:

Fund	Advisory Fee Based on % of Average Daily Net Assets
U.S. Large Cap Portfolio	First $2.5 billion	0.65	%
	Next $2.5 billion	0.55	%
	Excess of $5 billion	0.50	%
Wealth Appreciation Strategy	First $2.5 billion	0.65	%
	Next $2.5 billion	0.55	%
	Excess of $5 billion	0.50	%
Balanced Wealth Strategy	First $2.5 billion	0.55	%
	Next $2.5 billion	0.45	%
	Excess of $5 billion	0.40	%

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Fund	Advisory Fee Based on % of Average Daily Net Assets
Conservative Wealth Strategy5	First $2.5 billion	0.55	%
	Next $2.5 billion	0.45	%
	Excess of $5 billion	0.40	%

CollegeBoundfund

The Adviser serves as the program manager of the CollegeBoundfund, a 529 college-savings plan. Services provided by the Adviser as program manager for CollegeBoundfund include managing the assets of each Education Strategy of the plan that may invest in a combination of the Pooling Portfolios (the “Underlying Portfolios”), performing administrative related functions, servicing shareholder accounts, providing customer service to participants, maintaining the program and developing/updating a website where participants can access their personal accounts. Note that shareholder servicing is provided by AllianceBernstein Investor Services (“ABIS”) and distribution by AllianceBernstein Investments, Inc. (“ABI”), both which are affiliates of the Adviser. As program manager, the Adviser is paid a program management fee equal to the total expense ratio (fixed) of each Education Strategy minus the weighted average of the expenses of the Underlying Portfolios in which the Strategy is invested. The weighted average of the expenses of the Underlying Portfolios may fluctuate over time, resulting in an increase or decrease in the program management fee since the total expense ratio is constant. Set forth below is a table showing the total expense ratios of the Education Strategies as of February 28, 2010.

Portfolios	Total Expense  Ratio6
Age-Based Education Strategies
Age-Based Aggressive 2008-2010		0.94	%
Age-Based Aggressive 2005-2007		0.94	%
Age-Based Aggressive 2002-2004		0.90	%
Age-Based Aggressive 1999-2001		0.86	%
Age-Based Aggressive 1996-1998		0.82	%
Age-Based Aggressive 1993-1995		0.78	%
Age-Based Aggressive 1990-1992		0.74	%
Age-Based Aggressive 1987-1989		0.74	%
Age-Based Aggressive 1984-1986		0.74	%
Age-Based Aggressive Pre-1984		0.74	%
Age-Based 2008-2010		0.92	%
Age-Based 2005-2007		0.88	%
Age-Based 2002-2004		0.84	%
Age-Based 1999-2001		0.80	%
Age-Based 1996-1998		0.78	%

5 Effective December 31, 2009, AllianceBernstein Wealth Preservation Strategy changed its name to AllianceBernstein Conservative Wealth Strategy.

6 The total expense ratios do not include an annual distribution fee of 0.25% payable to AllianceBernstein Investments, Inc., the program distributor and an affiliate of the Adviser, which is applied only to certain accounts that are established with the involvement of a financial adviser (“FA”). This charge is to fund compensation payable in the same amount by ABI to the FA for the FA’s services after such account is open at least one year.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 303

Portfolios	Total Expense Ratio
Age-Based 1993-1995		0.76	%
Age-Based 1990-1992		0.72	%
Age-Based 1987-1989		0.72	%
Age-Based 1984-1986		0.72	%
Age-Based Pre-1984		0.72	%
Fixed Based Education Strategies
Appreciation		0.94	%
Balanced		0.80	%
Conservative		0.72	%

The Portfolios’ net assets as of March 31, 2010 are as follows:

Portfolio	Net Assets ($MM)
U.S. Value Portfolio	$	2,312.0
U.S. Large Cap Growth Portfolio	$	2,295.7
Global Real Estate Investment Portfolio	$	1,061.0
International Value Portfolio	$	1,192.1
International Growth Portfolio	$	1,183.1
Small-Mid Cap Value Portfolio	$	619.8
Small-Mid Cap Growth Portfolio	$	614.1

Set forth below are the most recent fiscal year end total expense ratios of the Pooling Portfolios:

Portfolio	Fiscal Year End	Total Expense Ratio
U.S. Value Portfolio	August 31		0.02	%
U.S. Large Cap Growth Portfolio	August 31		0.02	%
Global Real Estate Investment Portfolio	August 31		0.05	%
International Value Portfolio	August 31		0.06	%
International Growth Portfolio	August 31		0.05	%
Small-Mid Cap Value Portfolio	August 31		0.04	%
Small-Mid Cap Growth Portfolio	August 31		0.04	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

Although the Portfolios are not charged an advisory fee, their shareholders, which include other investment companies and large institutional clients managed by the Adviser, pay the Adviser an investment advisory fee for managing their assets. In this regard, it is worth considering the advisory fees charged by the Adviser to institutional and other clients. The advisory fees charged to investment companies that the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients and different liabilities assumed. Services provided by the Adviser to investment companies, including the Portfolios, that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the

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certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for investment companies are more costly than those for institutional accounts due to the greater complexities and time required for investment companies, although a portion of the administrative expense of certain Institutional Clients that are investment companies are reimbursed by the Adviser to those Institutional Clients. It should be noted that those reimbursement agreements do not exist with respect to the Pooling Portfolios. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the investment company experiences a net redemption and the Adviser is frequently forced to sell securities to raise cash for the redemption. However, managing an investment company with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁷ In addition to the AllianceBernstein Institutional fee schedule, set forth below are what would have been the effective advisory fees of the Portfolios had the AllianceBernstein Institutional fee schedules been applicable to the Portfolios based on March 31, 2010 net assets although it should be noted that the Portfolios are not charged an advisory fee by the Adviser.⁸

7 The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.             2010. In the Jones v. Harris decision, the Supreme Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.” Jones v. Harris at 11.

8 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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Portfolio	Portfolio Net Assets 03/31/10 ($MIL)	AllianceBernstein (AB) Institutional (Inst.) Fee Schedule	Effective AB Inst. Advisory Fee
U.S. Value Portfolio	$2,312.0	Diversified Value Schedule 65 bp on 1st $25 million 50 bp on next $25 million 40 bp on next $50 million 30 bp on next $100 million 25 bp on the balance Minimum Account Size: $25m		0.262%
U.S. Large Cap Growth Portfolio	$2,295.7	U.S. Large Cap Growth Schedule 80 bp on 1st $25 million 50 bp on next $25 million 40 bp on next $50 million 30 bp on next $100 million 25 bp on the balance Minimum Account Size: $25m		0.264%
Global Real Estate Investment Portfolio9	$1,061.0	U.S. REIT Strategy 70 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $25 million Negotiable on the balance Minimum Account Size: $25m		0.507%
International Value Portfolio	$1,192.1	International Value Schedule 80 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on the balance Minimum Account Size: $25m		0.417%
International Growth Portfolio	$1,183.1	International Large Cap Growth Schedule 80 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on the balance Minimum Account Size: $25m		0.417%
Small-Mid Cap Value Portfolio	$618.8	Small & Mid Cap Value Schedule 95 bp on 1st $25 million 75 bp on next $25 million 65 bp on next $50 million 55 bp on the balance Minimum Account Size: $25m		0.582%

9 It should be noted that the Portfolio’s investment guidelines are not as restrictive as that of the institutional strategy. The Portfolio may invest in equity securities of non-U.S. real estate investment trusts (“REITS”) and other non-U.S. real estate industry companies in contrast to the institutional strategy, which invests primarily in equities of U.S. REITS and other U.S. real estate industry companies.

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Portfolio	Portfolio Net Assets 03/31/10 ($MIL)	AllianceBernstein (AB) Institutional (Inst.) Fee Schedule	Effective AB Inst. Advisory Fee
Small-Mid Cap Growth Portfolio	$614.1	SMID Cap Growth Schedule 95 bp on 1st $25 million 75 bp on next $25 million 65 bp on next $50 million 55 bp on the balance Minimum Account Size: $25m		0.583%

The Adviser manages the AllianceBernstein Mutual Funds (“ABMF”), which are open-end investment companies, and AllianceBernstein Variable Products Series Fund, Inc. (“AVPS”), which offers variable annuity and variable life contract policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. The advisory schedules of these funds, implemented in January 2004 as a result of the Assurance of Discontinuance between the NYAG and the Adviser, contemplates eight categories with almost all of the AllianceBernstein funds in each category having the same advisory fee schedule. In addition to the fee schedules of the ABMF and AVPS funds, set forth below are what would have been the effective advisory fees of the Pooling Portfolios had the fee schedules of the ABMF/AVPS funds been applicable to the Portfolios based on the Portfolios March 31, 2010 net assets:

Portfolio	ABMF/AVPS Portfolio	Fee Schedule	ABMF/ AVPS Effective Fee
U.S. Value Portfolio	Value Fund AVPS Value Portfolio	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550	%
U.S. Large Cap Growth Portfolio	Large Cap Growth Fund, Inc. AVPS Large Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%
Global Real Estate Investment Portfolio	Global Real Estate Fund, Inc. AVPS Real Estate Investment Portfolio	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550	%
International Value Portfolio	International Value Fund, Inc. AVPS International Value Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%
International Growth Portfolio	International Growth Fund, Inc. AVPS International Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%

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Portfolio	ABMF/AVPS Portfolio	Fee Schedule	ABMF/ AVPS Effective Fee
Small-Mid Cap Value Portfolio	Small/Mid Cap Value Fund AVPS Small/Mid Cap Value Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%
Small-Mid Cap Growth Portfolio	Small/Mid Cap Growth Fund	0.75% on first $500 million 0.65% on next $500 million 0.55% on the balance		0.731	%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth below for the Luxembourg funds that have a somewhat similar investment style as the Portfolios. It should be noted that Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for investment advisory services only.

Portfolio	Luxembourg Fund	Fee
U.S. Large Cap Growth Portfolio	American Growth Portfolio Class A Class I	1.50% 0.70%
Global Real Estate Investment Portfolio	Global Real Estate Securities Portfolio Class A Class I	1.75% 0.95%

The Alliance Capital Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedules of the ITM mutual funds that have a somewhat similar investment style as certain of the Portfolios are as follows:

Portfolio	ITM Mutual Fund	Fee10
International Value Portfolio	Bernstein Kokusai Strategic Value11	0.95% on first ¥1 billion 0.85% on next ¥1.5 billion 0.70% on next ¥2.5 billion 0.60% on next ¥5 billion 0.50% on the balance

10 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 1, 2010 by Reuters was ¥93.49 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.3 million.

11 This ITM fund is privately placed or institutional

308 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for each of these sub-advisory relationships. Also shown are what would have been the effective advisory fees of the Portfolios had the fee schedules of the sub-advisory relationships been applicable to those Portfolios based on March 31, 2010 net assets:¹²

Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-advised Fund Effective Mgmt. Fee (%)
U.S. Value Portfolio	Client #1	AB Sub-Advisory Fee Schedule: 0.25% on the first $500 million 0.20% on the balance		0.211
	Client #213,14	AB Sub-Advisory Fee Schedule: 0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance		0.263
	Client #313	AB Sub-Advisory Fee Schedule: 0.23% on 1st $300 million 0.20% on the balance		0.204
	Client #413	AB Sub-Advisory Fee Schedule: 0.23% on the first $300 million 0.20% on the balance		0.204
	Client #5	AB Sub-Advisory Fee Schedule: 0.15% on 1st $1 billion 0.14% on next $2 billion 0.12% on next $2 billion 0.10% on the balance +/- Performance Fee15		0.144	16
U.S. Large Cap Growth Portfolio	Client #6	AB Sub-Advisory Fee Schedule: 0.60% on the first $1 billion 0.55% on the balance		0.572

12 In considering this section, it should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 14.

13 The fee schedule shown is for multiple sub-advised accounts of the same client and whose assets are aggregated for purposes of calculating the investment advisory fee.

14 The client is an affiliate of the Adviser.

15 The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark. The performance adjustment factor can range from -50% to +50% of the base fee.

16 The sub-advised fund’s sub-advisory fee shown does not include any performance fee adjustment.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 309

Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-advised Fund Effective Mgmt. Fee (%)
U.S. Large Cap Growth Portfolio (continued)	Client #7	AB Sub-Advisory Fee Schedule: 0.35% on the first $50 million 0.30% on the next $100 million 0.25% on the balance		0.254
International Value Portfolio	Client #8	AB Sub-Advisory Fee Schedule: 0.65% on the first $75 million 0.50% on the next $25 million 0.40% on the next $200 million 0.35% on the next $450 million 0.30% on the balance		0.362
	Client #9 13,14	AB Sub-Advisory Fee Schedule: 0.60% on the first $1 billion 0.55% on the next $500 million 0.50% on the next $500 million 0.45% on the next $500 million 0.40% on the balance		0.592
	Client #10 14	AB Sub-Advisory Fee Schedule: 0.60% of average daily net assets		0.600
	Client #11	AB Sub-Advisory Fee Schedule: 0.765 % on 1st $10 million 0.675% on next $15 million 0.54% on next $25 million 0.45% on next $50 million 0.36% on the balance		0.375
	Client #12	AB Sub-Advisory Fee Schedule: 0.50% of average daily net assets		0.500
	Client #13	AB Sub-Advisory Fee Schedule: 0.22% on the first $1 billion 0.18% on the next $1.5 billion 0.16% on the balance +/- Performance Fee17		0.214	16
	Client #14	AB Sub-Advisory Fee Schedule: 0.60% on the first $50 million 0.40% on the next $50 million 0.30% on the next $300 million 0.25% on the balance		0.284

17 The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark. The performance adjustment factor can range from -60% to +60% of the base fee.

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Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule	Sub-advised Fund Effective Mgmt. Fee (%)
International Value Portfolio (continued)	Client #1513	AB Sub-Advisory Fee Schedule: 0.50% on 1st $100 million 0.46% on next $300 million 0.41% on the balance		0.430
	Client #1613	AB Sub-Advisory Fee Schedule: 0.72% on 1st $25 million 0.54% on next $25 million 0.45% on next $50 million 0.36% on the balance		0.375
	Client #17	AB Sub-Advisory Fee Schedule: 0.36% of average daily net assets		0.360
	Client #18	AB Sub-Advisory Fee Schedule: 0.35% on 1st $1 billion 0.30% on next $1 billion 0.25% on the balance		0.342
	Client #19	AB Sub-Advisory Fee Schedule: 0.35% on 1st $1 billion 0.325 % on the balance		0.346
	Client #20	AB Sub-Advisory Fee Schedule: 0.45% on the first $200 million 0.36% on the nest $300 million 0.32% thereafter		0.352
Small/Mid Cap Value Portfolio	Client #21	AB Sub-Advisory Fee Schedule: 0.50% on the first $250 million 0.45 % on the balance		0.470
	Client #22	AB Sub-Advisory Fee Schedule: 0.95% on the first $25 million 0.75% on the next $25 million 0.65% on the next $50 million 0.55% on the balance		0.582
	Client #23	AB Sub-Advisory Fee Schedule: 0.613% on the first $150 million 0.495% on the balance		0.524

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 311

While it appears that certain sub-advisory relationships are paying a lower fee than the ABMF/AVPS Funds, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the service provided, risks involved and other competitive factors between the ABMF/AVPS Funds and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUNDS COMPANIES FOR LIKE SERVICES.

The Trustees previously received the Senior Officer’s Evaluation of the Investment Advisory Agreement (the “Senior Officer Fee Evaluation”) for the Retirement Strategies, U.S. Large Cap Portfolio and the Wealth Strategies. In those Senior Officer Fee Evaluations, the Senior Officer concluded that the investment advisory agreements for those funds were reasonable and within range of what would have been negotiated at arm’s-length.

The Pooling Portfolios are not charged an advisory fee. However, as previously mentioned, the Institutional Clients that invest in the Pooling Portfolios do pay an advisory fee pursuant to their advisory agreements with the Adviser. The Adviser believes that the fee paid by the Institutional Clients includes a portion, referred by the Adviser as the “Implied Advisory Fee,” that may be reasonably viewed as compensation for services that the Adviser provides to the Pooling Portfolios. The Adviser further believes that the rate of the Implied Advisory Fee is the same for each Institutional Client invested in a series of the Pooling Portfolios.

Because of the Pooling Portfolios’ limited availability for investment, open only to certain institutional clients of the Adviser, the Pooling Portfolios have zero transfer agent (with the exception of certain transfer agent out of pocket expenses) and distribution fees, in addition to zero advisory fees. Such expense structure is rare in the industry. The UBS Relationship Funds, an open-end investment company managed by UBS Global Asset Management (Americas) Inc., was the only other fund family that was determined by the Adviser, the Senior Officer and Lipper, Inc. (“Lipper”) to have an expense structure comparable to the Pooling Portfolios.

Since there are not many funds of other fund families that have a similar expense structure as the Portfolios, Lipper, an analytical service not affiliated with the Adviser, compared the total expense ratios of the Portfolios to that of funds of a

312 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

similar investment classification/objective with institutional class shares;¹⁸ however, Lipper excluded management, transfer agent and distribution fees from the total expense ratios of the Portfolios’ peers.¹⁹ Lipper’s analysis included the Portfolios’ rankings²⁰ relative to their respective Lipper Expense Group (“EG”) and Lipper Expense Universe (“EU”).²¹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. An EG will typically consist of seven to twenty funds. An EU is a much broader group, consisting of all institutional classes of funds of the same investment classification/objective as the subject Portfolio.²²

With respect to International Value Portfolio and International Growth Portfolio, each of those Portfolios’ original EGs had an insufficient number of comparable peers. Consequently, at the request of the Senior Officer and the Adviser, Lipper expanded each of those Portfolios’ EGs to include peers that have a similar but not the same Lipper investment classification/objective. However, because Lipper had expanded the EGs of those Portfolios, under Lipper’s standard guidelines, each of the Portfolios’ EUs was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective.²³

It should be noted that Lipper uses expense ratio data from financial statements of the most current fiscal year in their database. This has several implications: the total expense ratio of each fund that Lipper uses in their report is based on each

18 In considering this section, the Trustees are cautioned to remember the Jones Court discussion of fund fee comparisons, “Courts should not rely too heavily on comparisons with fees charged to mutual funds by other advisers. These comparisons are problematic because those fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 13.

19 Because the Portfolios are offered only to other investment companies and certain institutional clients managed by the Adviser, the Portfolios are not assessed a fee for transfer agent and distribution-related services although it should be noted that the transfer agent of the Portfolios is reimbursed for out of pocket expenses.

20 A ranking of “1” would mean that the Portfolio had the lowest total expense ratio in the Lipper peer group.

21 Note that there are limitations on expense category data because different funds categorize expenses differently.

22 Except for asset (size) comparability, Lipper uses the same criteria for selecting a Lipper EG when selecting a Lipper EU. Unlike the Lipper EG, the Lipper EU allows for the same adviser to be represented by more than just one fund. In addition, multiple institutional class shares for the Portfolios’ peers are included.

23 It should be noted that the expansion such Portfolios’ EUs was not requested by the Senior Officer or the Adviser. They requested that only the EGs be expanded.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 313

fund’s average net assets during its fiscal year. Since funds have different fiscal year ends, the total expense ratios of the funds may cover different twelve month periods, depending on the funds’ fiscal year ends. This is the process that Lipper always follows but given the volatile market conditions during 2008 and 2009, notably the last three months of 2008 through the first three months of 2009, when equity markets declined substantially, and conversely through the remainder of 2009, when equity markets rallied the effects on the funds’ total expense ratio caused by the differences in fiscal year ends may be more pronounced in 2008 and 2009 compared to other years under more normal market conditions.²⁴

Portfolio	Expense Ratio (%)		Lipper Exp. Group Median  (%)25		Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
U.S. Value Portfolio		0.019		0.054	1/12		0.114	1/37
U.S. Large Cap Growth Portfolio		0.019		0.040	2/18		0.076	3/131
Global Real Estate Investment Portfolio		0.049		0.117	1/8		0.151	1/17
International Value Portfolio26		0.057		0.092	1/13		0.133	14/146
International Growth Portfolio27		0.050		0.101	2/12		0.134	7/53
Small-Mid Cap Value Portfolio		0.043		0.115	3/19		0.088	7/45
Small-Mid Cap Growth Portfolio		0.050		0.073	3/17		0.096	13/74

Based on this analysis, the total expense ratios of the Portfolios are lower than their respective EG and EU medians.

24 To cite an example, the average net assets and total expense ratio of a fund with a fiscal year end of March 31, 2008 will not be reflective of the market declines that occurred in the second half of 2008, in contrast to a fund with a fiscal year end of December 31, 2008. Likewise, the same fund’s net assets for fiscal year 2009 will not reflect the post March 2009 market rally.

25 With respect to the Portfolios’ peers, the total expense ratios of those funds are net of management, transfer agent and distribution fees.

26 The Portfolio’s EG includes the Portfolio, four other International Multi-Cap Value funds (“IMLV”), five International Large Cap Core funds (“ILCC”), two International Large Cap Value fund (“ILCV”), and one International Large Cap Growth fund (“ILCG”). The Portfolio’s EU includes the Portfolio and all other institutional funds of IMLV, ILCC, ILCV and ILCG, excluding outliers.

27 The Portfolio’s EG includes the Portfolio, eight other ILCG and three International Multi-Cap Growth funds (“IMLG”). The Portfolio’s EU includes the Portfolio and all other institutional funds of ILCG and IMLG, excluding outliers.

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III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolios. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Pooling Portfolios’ profitability information, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Adviser used a weighted average of the Adviser’s profitability with respect to the Institutional Clients that are invested in the Pooling Portfolios, in addition to any Portfolio’s specific revenue or expense item, to calculate the Adviser’s profitability. The Adviser’s profitability from providing investment advisory services to each of the Pooling Portfolios decreased during calendar year 2009, relative to 2008.

The Portfolios may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co. LLC, and/or its U.K. based affiliate, Sanford C. Bernstein Ltd., collectively “SCB”, and pay commissions during the Portfolios’ recent fiscal year. During the Portfolios’ most recently completed fiscal year, none of the Pooling Portfolios effected brokerage transactions with and paid commissions to SCB. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolios. These credits and charges are not being passed on to any SCB client.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,²⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

28 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

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An independent consultant, retained by the Senior Officer, provided the Board of Trustees an update of the Deli²⁹ study on advisory fees and various fund characteristics.³⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.³¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES INCLUDING THE PERFORMANCE OF THE PORTFOLIOS.

With assets under management of $501 billion as of March 31, 2010, the Adviser has the investment experience to manage and provide non-investment services to the Portfolios.

29 The Deli study was originally published in 2002 based on 1997 data.

30 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones v. Harris at 14.

31 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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The information in the table below shows the 1, 3 year and since inception³² gross performance returns and rankings of the Portfolios relative to their Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)³³ for the periods ended January 31, 2010.³⁴

	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
U.S. Value Portfolio
1 year		34.99		35.87		38.04		7/12		39/63
3 year		-11.8		-10.31		-8.43		8/11		41/46
Since Inception		-2.28		-1.25		-0.25		7/10		27/32
U.S. Large Cap Growth Portfolio
1 year		33.08		34.10		36.00		12/18		118/170
3 year		-5.05		-4.35		-3.98		13/18		90/129
Since Inception		0.65		1.82		1.08		12/15		65/103
Global Real Estate Investment Portfolio
1 year		48.56		47.47		48.60		4/8		14/24
3 year		-13.27		-13.25		-14.72		5/8		6/18
Since Inception		1.95		2.26		0.45		3/3		3/7
International Value Portfolio
1 year		47.40		47.40		42.20		3/5		14/40
3 year		-12.17		-7.68		-8.01		5/5		23/24
Since Inception		2.49		2.92		4.14		4/4		13/16
International Growth Portfolio
1 year		33.01		39.47		40.66		8/9		35/40
3 year		-9.22		-5.82		-5.32		8/9		27/29
Since Inception		1.15		5.41		5.00		7/7		18/18
Small-Mid Cap Value Portfolio
1 year		57.39		47.40		44.41		2/19		4/53
3 year		-2.92		-5.03		-5.73		4/16		7/45
Since Inception		3.25		3.11		2.90		5/11		13/31
Small-Mid Cap Growth Portfolio
1 year		42.27		45.04		42.59		10/17		52/97
3 year		-3.36		-3.93		-4.30		6/16		32/79
Since Inception		4.45		2.89		2.53		6/13		14/62

32 It should be noted that the period that Lipper uses to calculate inception date performance is from the nearest month end after inception date. Note that the since inception gross performance returns calculated by Lipper for U.S. Value Portfolio and U.S. Large Cap Growth Portfolio are less than the net performance returns provided by the Adviser. Normally, gross performance returns are higher than net performance returns.

33 A Portfolio’s PG and PU may not be identical to its respective EG and EU. The criteria for including and excluding a fund in a PG or PU is somewhat different from that of an EG or EU.

34 The performance returns of the Portfolios’ peers are also adjusted for expenses (gross up).

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Set forth below are the 1, 3 year and since inception net performance returns of the Portfolios (in bold) versus their benchmarks.³⁵

	Periods Ending January 31, 2010 Annualized Performance
	1 Year (%)		3 Year (%)		Since Inception36 (%)
U.S. Value Portfolio		34.97		-11.82		-2.21
Russell 1000 Value Index		31.44		-10.20		-1.02
Inception Date: May 20, 2005
U.S. Large Cap Growth Portfolio		33.06		-5.06		0.91
Russell 1000 Growth Index		37.85		-4.15		1.08
Inception Date: May 20, 2005
Global Real Estate Investment Portfolio		48.48		-13.33		1.89
FTSE EPRA/NAREIT Developed RE Index		49.57		-15.43		0.86
Inception Date: May 20, 2005
International Value Portfolio		47.32		-12.23		2.35
MSCI EAFE Net Index		39.68		-7.65		3.35
Inception Date: May 20, 2005
International Growth Portfolio		32.94		-9.27		0.94
MSCI EAFE Net Index37		39.68		-7.65		3.35
MSCI EAFE Growth Net Index		35.51		-6.39		3.52
Inception Date: May 20, 2005
Small-Mid Cap Value Portfolio
Russell 2500 Value Index		57.33		-2.96		3.17
Inception Date: May 20, 2005		40.69		-8.48		0.43
Small-Mid Cap Growth Portfolio
Russell 2500 Growth Index		42.20		-3.41		4.45
Inception Date: May 20, 2005		44.51		-5.47		1.99

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fees for the Portfolios are reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolios is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 2, 2010

35 The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2010.

36 Benchmark inception performance is as of the closest month end after fund inception

37 The Portfolio’s primary benchmark since November 2008.

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THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Pooling Portfolios (the “Trust” or the “Pooling Portfolios”) with respect to the following Portfolios:²

Short Duration Bond Portfolio

Intermediate Duration Bond Portfolio

Bond Inflation Protected Securities Portfolio³

High-Yield Portfolio

The Trust, which is designed to facilitate a “blended style” investment approach, represents a variety of asset classes and investment styles, and is available for investment only to institutional clients of the Adviser, including both registered investment companies and large managed separate accounts.

The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Trust, for the Trustees of the Trust, as required by the September 1, 2004 Assurance of Discontinuance (“AoD”) between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees of the Trust to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolios which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreements, excluding any intra-corporate profit;

1 It should be noted that the Senior Officer’s fee evaluation was completed on October 21, 2010 and discussed with the Board of Directors on November 2-4, 2010.

2 Future references to the Portfolios do not include “AllianceBernstein.”

3 On or about April 2010, the Portfolio’s name was changed from Inflation Protected Securities Portfolio. At the same time, the Portfolio’s non-fundamental investment objective and certain investment policies changed.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 319

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolios grow larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolios.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. The first factor is an additional factor required to be considered by the AoD. The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what Section 36(b) of the 40 Act requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), slip op. at 9, 559 U.S.             2010. In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”⁴

PORTFOLIO ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

Under the Investment Advisory Agreement, the Portfolios are not charged an advisory fee.⁵ The Adviser is compensated by institutional clients of the Adviser (the “Institutional Clients”) that invest in the Pooling Portfolios. These clients include the AllianceBernstein Blended Style Series, Inc.—AllianceBernstein Retirement Strategies (“Retirement Strategies”),⁶ certain series of The AllianceBernstein Portfolios—AllianceBernstein Wealth Strategies (“Wealth Strategies”),⁷ and the Rhode Island Higher Education Savings Trust (referred to herein as

4 Jones v. Harris at 11.

5 It should be noted that in August 2010, the Trustees considered and approved the Adviser’s recommendation that the advisory agreement of the Trust with respect to each Portfolio be amended to include a provision to the Investment Advisory Agreement authorizing reimbursement to the Adviser of the administrative service expenses. A shareholder vote is required for approval because the amendment would result in a modest increase in the compensation paid to the Adviser under the Investment Advisory Agreement

6 Includes AllianceBernstein 2000 Retirement Strategy, AllianceBernstein 2005 Retirement Strategy, AllianceBernstein 2010 Retirement Strategy, AllianceBernstein 2015 Retirement Strategy, AllianceBernstein 2020 Retirement Strategy, AllianceBernstein 2025 Retirement Strategy, AllianceBernstein 2030 Retirement Strategy, AllianceBernstein 2035 Retirement Strategy, AllianceBernstein 2040 Retirement Strategy, AllianceBernstein 2045 Retirement Strategy, AllianceBernstein 2050 Retirement Strategy and AllianceBernstein 2055 Retirement Strategy . Future references to the Retirement Strategies do not include “AllianceBernstein.”

7 Includes AllianceBernstein Balanced Wealth Strategy and AllianceBernstein Wealth Preservation Strategy. Does not pertain to AllianceBernstein Wealth Appreciation Strategy since the fund is not invested in any of the fixed income Pooling Portfolios. Future references to the Wealth Strategies do not include “AllianceBernstein.”

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“CollegeBoundfund”). Collectively, these shareholders (the “Institutional Clients”) own 100 percent of the Pooling Portfolios’ total outstanding shares. Set forth below are the advisory fee schedules of the Institutional Clients that invests in the Pooling Portfolios.

AllianceBernstein Blended Style Series, Inc.—AllianceBernstein Retirement Strategies

Each of the Retirement Strategies pays an advisory fee correlated to the percentage of equity investments held by each Retirement Strategy and discounted by a certain percentage dependent on the asset level of the Retirement Strategy as indicated below:

% Invested in Equity Investments	Advisory Fee
Equal to or less than 60%		0.55	%
Greater than 60% and less than 80%		0.60	%
Equal to or greater than 80%		0.65	%

Net Asset Level	Discount
Assets equal to or less than $2.5 billion		n/a
Assets greater than $2.5 billion and less than $5 billion		10 basis points
Assets greater than $5 billion		15 basis points

Accordingly, under the terms of the Investment Advisory Agreement, the Strategies will pay the Adviser at the following annual rates:

	Average Daily Net Assets
Retirement Strategy	First $2.5 billion			Next $2.5 billion			In excess of $5 billion
Retirement Strategies:8
2025, 2030, 2035, 2040, 2045, 2050, 2055		0.65	%		0.55	%		0.50	%
Retirement Strategies:
2015, 2020		0.60	%		0.50	%		0.45	%
Retirement Strategies:
2000, 2005, 2010		0.55	%		0.45	%		0.40	%

8 October 1, 2010, due to a shift to more fixed-income investments and less in equity investments, 2025 Retirement Strategy’s advisory fee decreased from 0.65% to 0.60% on the first $2.5 billion, 0.55% to 0.50% on the next $2.5 billion and 0.50% to 45% thereafter.

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The AllianceBernstein Portfolios—Balanced Wealth Strategy and Conservative Wealth Strategy

The Adviser charges Balanced Wealth Strategy and Conservative Wealth Strategy an advisory fee based on a percentage of each fund’s average daily net assets:

Fund	Advisory Fee Based on % of Average Daily Net Assets
Balanced Wealth Strategy	First $2.5 billion	0.55	%
	Next $2.5 billion	0.45	%
	Excess of $5 billion	0.40	%
Conservative Wealth Strategy	First $2.5 billion	0.55	%
	Next $2.5 billion	0.45	%
	Excess of $5 billion	0.40	%

CollegeBoundfund

The Adviser serves as the program manager of the CollegeBoundfund, a 529 college-savings plan. Services provided by the Adviser as program manager for CollegeBoundfund include managing the assets of each Education Strategy of the plan that may invest in a combination of the Pooling Portfolios (the “Underlying Portfolios”), performing administrative related functions, servicing shareholder accounts, providing customer service to participants, maintaining the program and developing/updating a website where participants can access their personal accounts. It should be noted that shareholder servicing is provided by AllianceBernstein Investor Services (“ABIS”) and distribution by AllianceBernstein Investments, Inc. (“ABI”), both which are affiliates of the Adviser. As program manager, the Adviser is paid a program management fee equal to the total expense ratio (fixed) of each Education Strategy minus the weighted average of the expenses of the Underlying Portfolios in which the Strategy is invested. The weighted average of the expenses of the Underlying Portfolios may fluctuate over time, resulting in an increase or decrease in the program management fee since the total expense ratio is constant. Set forth below is a table showing the total expense ratios of the Education Strategies as of May 31, 2010:

Portfolios	Total Expense  Ratio9
Age-Based Education Strategies10
Age-Based Aggressive 2008-2010		0.94	%
Age-Based Aggressive 2005-2007		0.94	%
Age-Based Aggressive 2002-2004		0.90	%
Age-Based Aggressive 1999-2001		0.86	%

9 The total expense ratios do not include an annual distribution fee of 0.25% payable to ABI, the program distributor, which is applied only to certain accounts that are established with the involvement of a financial adviser (“FA”). This charge is to fund compensation payable in the same amount by ABI to the FA for the FA’s services after such account is open at least one year.

10 Effective September 1, 2010, the total expense ratio, which includes the blended underlying expense ratio related to the Pooling Portfolios, for all Age-Based Education Strategies held only by Rhode Island resident accounts will be capped at 0.20%.

322 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolios	Total Expense Ratio
Age-Based Aggressive 1996-1998		0.82	%
Age-Based Aggressive 1993-1995		0.78	%
Age-Based Aggressive 1990-1992		0.74	%
Age-Based Aggressive 1987-1989		0.74	%
Age-Based Aggressive 1984-1986		0.74	%
Age-Based Aggressive Pre-1984		0.74	%
Age-Based 2008-2010		0.92	%
Age-Based 2005-2007		0.88	%
Age-Based 2002-2004		0.84	%
Age-Based 1999-2001		0.80	%
Age-Based 1996-1998		0.78	%
Age-Based 1993-1995		0.76	%
Age-Based 1990-1992		0.72	%
Age-Based 1987-1989		0.72	%
Age-Based 1984-1986		0.72	%
Age-Based Pre-1984		0.72	%
Fixed Based Education Strategies
Appreciation		0.94	%
Balanced		0.80	%
Conservative		0.72	%

The Portfolios’ net assets as of September 30, 2010 are set forth below:

Portfolio	Net Assets ($MM) 9/30/2010
Short Duration Bond Portfolio	$	1,227.3
Intermediate Duration Bond Portfolio	$	1,365.3
Bond Inflation Protected Securities Portfolio	$	678.3
High-Yield Portfolio	$	503.6

Set forth below are the most recent semi-annual total expense ratios (as of February 28, 2010) of the Portfolios. It should be noted that the fiscal year end of the Portfolios is August 31.

Portfolio	Total Expense Ratio (%)
Short Duration Bond Portfolio		0.03	%
Intermediate Duration Bond Portfolio		0.02	%
Bond Inflation Protected Securities Portfolio		0.03	%
High-Yield Portfolio		0.05	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

Although the Portfolios are not charged an advisory fee, their shareholders, which include other investment companies and large institutional clients managed by the Adviser, pay the Adviser an investment advisory fee for managing their assets. In this regard, it is worth considering the advisory fees charged by

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 323

the Adviser to institutional and other clients. The advisory fees charged to investment companies that the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients and different liabilities assumed. Services provided by the Adviser to investment companies, including the Portfolios, that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for investment companies are more costly than those for institutional client accounts due to the greater complexities and time required for investment companies, the Adviser is reimbursed for providing such service with respect to certain Institutional Clients that are investment companies. It should be noted that those reimbursement agreements do not exist with respect to the Pooling Portfolios. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the investment company experiences a net redemption and the Adviser is frequently forced to sell securities to raise cash for the redemption. However, managing an investment company with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style the Portfolios.¹¹ In addition to the AllianceBernstein Institutional fee schedule, set forth below are what would have been the effective advisory fees of the Portfolios had the AllianceBernstein Institutional fee schedule been applicable to the Portfolios based on September 30, 2010 net assets, although it should be noted that the Portfolios are not charged an advisory fee by the Adviser.

11 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 13.

324 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Portfolio	Portfolio Net Assets 09/30/10 ($MIL)	AllianceBernstein (AB) Institutional (Inst.) Fee Schedule	Effective AB Inst. Advisory Fee
Short Duration Bond Portfolio12	$1,227.3	Low Duration 30 bp on the first $20 million 20 bp on the next $80 million 15 bp on the next $150 million 12.5 bp on the next $250 million 10 bp on the balance Minimum Account Size: $25m		0.121%
Intermediate Duration Bond Portfolio13	$1,365.3	U.S. Strategic Core Plus 50 bp on the first $30 million 20 bp on the balance Minimum Account Size: $25m		0.207%
Bond Inflation Protected Securities Portfolio	$678.3	U.S. Inflation-Linked Bonds (TIPS)14 25 bp		0.250%
High-Yield Portfolio	$503.6	High Yield 55 bp on the first $50 million 35 bp on the balance Minimum Account Size: $50m		0.370%

The Adviser manages the AllianceBernstein Mutual Funds (“ABMF”), which are open-end investment companies, and AllianceBernstein Variable Products Series Fund, Inc. (“AVPS”), which offers variable annuity and variable life contract policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. The advisory schedules of these funds, implemented in January 2004 as a result of the AoD between the NYAG and the Adviser, contemplates eight categories with almost all of the AllianceBernstein funds in each category having the same advisory fee schedule. In addition to the fee schedules of the ABMF and AVPS funds, set forth below are what

12 Compared to the low duration institutional mandates, the Portfolio has a wider opportunity set and risk budget compared to that of the institutional mandates.

13 Intermediate Duration Bond Portfolio has a similar investment style as the institutional mandate. However, the Portfolio does not permit currency exposure and investing in below investment grade debt securities. The Portfolio may hold non-U.S. denominated securities, but the currency risk associated with these securities must be hedged.

14 Only offered to Collective Investment Trusts (“CIT”).

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 325

would have been the effective advisory fees of the Pooling Portfolios had the fee schedules of the ABMF/AVPS funds been applicable to the Portfolios based on the Portfolios September 30, 2010 net assets:

Portfolio	ABMF/AVPS Category	Fee Schedule	Effective ABMF/ AVPS Adv. Fee
Short Duration Bond Portfolio	Low Risk Income	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450	%
Intermediate Duration Bond Portfolio15	Low Risk Income	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450	%
Bond Inflation Protected Securities Portfolio	Low Risk Income	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.500	%
High-Yield Portfolio	High Income	0.50% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.500	%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. Several portfolios of SCB Fund have a somewhat similar investment style to certain of the Portfolios and their advisory fee schedules are set forth below. Also presented are what would have been the effective advisory fees of the Portfolios had the SCB Fund fee schedules been applicable to the Portfolios based on September 30, 2010 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee
Short Duration Bond Portfolio	Short Duration Plus Portfolio	45 bp on 1st $750 million 40 bp thereafter		0.431	%
Intermediate Duration Bond Portfolio15	Intermediate Duration Portfolio	50 bp on 1st $1 billion 45 bp on next $2 billion 40 bp on next $2 billion 35 bp on next $2 billion 30 bp thereafter		0.487	%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the

15 The Adviser also manages Sanford C. Bernstein Fund II—Intermediate Duration Institutional Portfolio (“SCB II”), an open-end mutual fund that has a similar investment style as the Portfolio. SCB II is charged by the Adviser an advisory fee rate of 0.50% on the first $1 billion and 0.45% thereafter. SCB II has an expense cap of 0.45% which effectively reduces the advisory fee.

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Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as High Yield Portfolio is set forth below:

Portfolio	ITM Mutual Fund	ITM Fee
High-Yield Portfolio	High Yield Open Fund	1.00%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a similar investment style as Intermediate Duration Bond Portfolio. Also shown is what would have been the advisory fee of the Portfolio had the sub-advisory fee schedule been applicable to the Portfolio based on September 30, 2010 net assets:

Portfolio		Fee Schedule	Sub-advised Effective Fee
Intermediate Duration Bond Portfolio	Client #1	0.29% on first $100 million 0.20% thereafter		0.207%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that this is the only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

While it appears the sub-advisory relationship is paying a lower fee than the ABMF/AVPS Funds, its is difficult to evaluate the relevance of such lower fees due to differences in terms of the service provided, risks involved and other competitive factors between the ABMF/AVPS Funds and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment services generally required by a registered investment company

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUNDS COMPANIES FOR LIKE SERVICES.

The Trustees previously received the Senior Officer’s Evaluation of the Investment Advisory Agreement (the “Senior Officer Fee Evaluation”) for the Retirement Strategies and the Wealth Strategies. In those Senior Officer Fee Evaluations, the Senior Officer concluded that the investment advisory agreements for those funds were reasonable and within range of what would have been negotiated at arm’s-length.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 327

The Pooling Portfolios are not charged an advisory fee. However, as previously mentioned, the Institutional Clients that invest in the Pooling Portfolios do pay an advisory fee pursuant to their advisory agreements with the Adviser. The Adviser believes that the fee paid by the Institutional Clients includes a portion, referred by the Adviser as the “Implied Advisory Fee,” that may be reasonably viewed as compensation for services that the Adviser provides to the Pooling Portfolios. The Adviser further believes that the rate of the Implied Advisory Fee is the same for each Institutional Client invested in a series of the Pooling Portfolios.

Because of the Pooling Portfolios’ limited availability for investment, open only to certain institutional clients of the Adviser, the Pooling Portfolios have zero transfer agent (with the exception of certain transfer agent out of pocket expenses) and distribution fees, in addition to zero advisory fees. Such expense structure is rare in the industry. The UBS Relationship Funds, an open-end investment company managed by UBS Global Asset Management (Americas) Inc., was the only other fund family that was determined by the Adviser, the Senior Officer and Lipper, Inc. (“Lipper”) to have an expense structure comparable to the Pooling Portfolios.

Since there are not many funds of other fund families that have a similar expense structure as the Portfolios, Lipper, an analytical service not affiliated with the Adviser, compared the total expense ratios of the Portfolios to that of funds of a similar investment classification/objective with institutional class shares; however, Lipper excluded management, transfer agent and distribution fees from the total expense ratios of the Portfolios’ peers¹⁶,¹⁷ Lipper’s analysis included the Portfolios’ rankings¹⁸ relative to their respective Lipper Expense Group (“EG”) and Lipper Expense Universe (“EU”).¹⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. An EG will

16 Because the Portfolios are offered only to other investment companies and certain institutional clients managed by the Adviser, the Portfolios are not assessed a fee for transfer agent and distribution-related services although it should be noted that the transfer agent of the Portfolios is reimbursed for out of pocket expenses.

17 It should be noted that the Jones Court discussion of fund fee comparisons, “Courts should not rely too heavily on comparisons with fees charged to mutual funds by other advisers. These comparisons are problematic because those fees, like those challenged, may not be the product of negotiations conducted at arms length.” Jones v. Harris at 13.

18 A ranking of “1” would mean that the Portfolio had the lowest total expense ratio in the Lipper peer group.

19 Note that there are limitations on expense category data because different funds categorize expenses differently.

328 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

typically consist of seven to twenty funds. An EU is a much broader group, consisting of all institutional classes of funds of the same classification/objective as the subject Portfolio.²⁰ The result of Lipper’s analysis is set forth below:

Portfolio	Expense Ratio  (%)21		Lipper Exp. Group Median (%)22		Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
Short Duration Bond Portfolio		0.040		0.049	3/11		0.072	6/44
Intermediate Duration Bond Portfolio		0.040		0.058	4/15		0.068	10/107
Bond Inflation Protected Securities Portfolio		0.040		0.064	3/10		0.076	6/24
High-Yield Portfolio		0.060		0.066	6/15		0.088	32/97

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolios. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Pooling Portfolios’ profitability information, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Adviser used a weighted average of the Adviser’s profitability with respect to the Institutional Clients that are invested in the Pooling Portfolios, in addition to any Portfolio’s specific revenue or expense item, to calculate the Adviser’s profitability. With the exception of Intermediate Duration Bond Portfolio, the Adviser’s profitability from providing investment advisory services to the Pooling Portfolios increased during the calendar year 2009, relative to 2008.

20 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peers. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

21 Most recently completed total expense ratio.

22 With respect to the Portfolios’ peers, the total expense ratios of those funds are net of management, transfer agent and distribution fees.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 329

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,²³ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Trustees an update of the Deli²⁴ study on advisory fees and various fund characteristics.²⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.²⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund assets under management (“AUM”), family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of fund size and the large asset manager’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES INCLUDING THE PERFORMANCE OF THE PORTFOLIOS.

With assets under management of $484 billion as of September 30, 2010, the Adviser has the investment experience to manage the portfolio assets of the Portfolios and provide non-investment services to the Portfolios

23 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

24 The Deli study was originally published in 2002 based on 1997 data.

25 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 14.

26 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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The information in the table below shows the 1, 3 and 5 year gross performance returns and rankings of the Portfolios relative to their Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁷ for the periods ended July 31, 2010.²⁸

Pooling Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Short Duration Bond Portfolio
1 year		6.73		6.73		6.16		5/10		16/43
3 year		2.84		3.38		4.20		5/7		28/35
5 year		3.39		3.72		4.06		5/7		26/32
Intermediate Duration Bond Portfolio
1 year		12.70		10.93		11.70		6/15		41/106
3 year		8.31		7.17		7.46		4/14		21/89
5 year		6.41		5.69		5.87		3/13		15/73
Bond Inflation Protected Securities Portfolio
1 year		9.06		9.23		9.27		7/10		15/22
3 year		6.79		6.60		6.45		5/10		7/20
5 year		5.54		5.38		5.11		4/10		5/18
High-Yield Portfolio
1 year		31.08		20.93		21.66		1/15		4/95
3 year		10.42		7.89		6.70		1/14		1/74
5 year		7.96		7.20		6.43		2/11		6/58

27 The Portfolios’ EG/EU are not identical to the Portfolios’ PG/PU as the criteria for including or excluding a fund from an EG/EU is different from a PG/PU.

28 The gross performance returns of the Portfolios were provided by Lipper. The performance returns of the Portfolios’ peers are also adjusted for expenses (gross up).

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Set forth below are the 1, 3 and 5 year and since inception net performance returns of the Portfolios (in bold) versus their benchmarks.²⁹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information are also shown.³⁰

	Periods Ending July 31, 2010 Annualized Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
									Volatility (%)		Sharpe Ratio (%)
Short Duration Bond Portfolio		6.85		2.87		3.41		3.34		1.98		0.32		5
BofA Merrill Lynch 1-3 Yr. Treasury Index		2.83		4.55		4.35		4.20		1.62		1.05		5
Inception Date: May 20, 2005
Intermediate Duration Bond Portfolio		12.96		8.40		6.46		6.36		4.63		0.77		5
Barclays Capital U.S. Aggregate Bond Index		8.91		7.63		5.96		5.78		3.63		0.85		5
Inception Date: May 20, 2005
Bond Inflation Protected Securities Portfolio		9.06		6.79		5.54		5.16		6.06		0.48		5
Barclays Capital 1-10 Yr. TIPS Index		8.51		6.60		5.47		5.09		6.06		0.46		5
Inception Date: May 20, 2005
High-Yield Portfolio		31.67		10.59		8.05		8.59		13.53		0.44		5
Barclays Capital U.S. High Yield 2% Issuer Cap Index		23.69		9.40		7.63		8.41		13.25		0.41		5
Inception Date: May 20, 2005

29 The Adviser provided Portfolio and benchmark performance return information for periods through July 31, 2010.

30 Volatility and Sharpe Ratio information for the Portfolios’ benchmarks was obtained through Lipper LANA, a database maintained by Lipper. Portfolio volatility and Sharpe Ratio information was estimated by the Mutual Fund Senior Officer Group using standard Lipper methodology. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be seen as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

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CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fees for the Portfolios are reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolios is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 22, 2010

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THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Pooling Portfolios (referred to herein as the “Trust” or the “Pooling Portfolios”) in respect of AllianceBernstein Volatility Management Portfolio (“Volatility Portfolio” or the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Trustees of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”).

The Portfolio seeks to reduce the volatility of its Institutional Clients’ overall portfolios and the negative impact caused by such volatility without sacrificing long-term returns by reducing each Institutional Client’s overall equity exposure when the Adviser determines that the risks in the equity markets have risen to a level that is not compensated by the potential returns offered.³ The Portfolio will not pursue an asset class-pure, relative performance driven investment strategy. Instead, the Portfolio will invest opportunistically in a wide range of instruments, including both securities and derivatives, across a wide spectrum of asset classes, chosen for their potential to moderate the perceived increased equity market risk in the blended style investor’s overall portfolio. Therefore, at times when the Adviser determines equity market risk to be normal and/or the risk appropriate to the return potential presented, the Portfolio will be predominantly invested in equities. When the Adviser determines that the risks in the equity markets have risen to a level that is not compensated by the potential returns offered, the Portfolio will respond defensively by seeking exposure to bonds or other fixed-income investments, real estate-investments, commodity-linked securities or other instruments.

The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

1 It should be noted that the information in the fee summary was completed on January 21, 2010.

2 Future references to the Portfolio do not include “AllianceBernstein.

3 Initially, only the AllianceBernstein Retirement Strategies (the “Retirement Strategies”) will invest in the Portfolio.

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The Senior Officer’s evaluation considered the following factors:

1. Management fees charged to institutional and other clients of the Adviser for like services;

2. Management fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

INVESTMENT ADVISORY FEES, NET ASSETS, EXPENSE CAP & RATIO

Under the proposed Investment Advisory Agreement, the Portfolio is not charged an advisory fee. However, the Investment Advisory Agreement includes a provision for reimbursement to the Adviser of costs of providing administrative and accounting services. This provision is not included in the terms of the advisory agreement for other series (Pooling Portfolios) of the Trust. The Adviser is compensated by the Portfolio’s Institutional Clients. Set forth below is a discussion of the investment advisory fees charged by the Adviser to the Retirement Strategies, which will invest initially in the Portfolio:

Retirement Strategies

Each of the Retirement Strategies pays an advisory fee correlated to the percentage of equity investments held by each Retirement Strategy and discounted by a certain percentage dependent on the asset level of the Retirement Strategy as indicated below:

% Invested in Equity Investments	Advisory Fee
Equal to or less than 60%		0.55	%
Greater than 60% and less than 80%		0.60	%
Equal to or greater than 80%		0.65	%

Net Asset Level	Discount
Assets equal to or less than $2.5 billion		n/a
Assets greater than $2.5 billion and less than $5 billion		10 basis points
Assets greater than $5 billion		15 basis points

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 335

Accordingly, under the terms of the Investment Advisory Agreement, the Strategies will pay the Adviser at the following annual rates:

	Average Daily Net Assets
Retirement Strategy	First $2.5 billion			Next $2.5 billion			In excess of $5 billion
Retirement Strategies: 2025, 2030, 2035, 2040, 2045, 2050, 2055		0.65	%		0.55	%		0.50	%
Retirement Strategies: 2010, 2015, 2020		0.60	%		0.50	%		0.45	%
Retirement Strategies: 2000, 2005		0.55	%		0.45	%		0.40	%

The Portfolio will be responsible for its direct operating expenses. The Adviser is proposing an expense cap of 0.15% for the Portfolio for an initial period ending December 31, 2011. The Portfolio’s total expense ratio is projected to be 0.09% based on an initial estimate of the Portfolio’s net assets at $300 million. The expense limitation agreement will terminate three years after the Portfolio commences operations. During the period between the expiration of the initial period and the termination of the agreement, under the expense limitation agreement, the Adviser may be able to recoup all or a portion of the Portfolio’s offering expenses, which will be paid initially by the Adviser, to the extent that the reimbursement does not cause the Portfolio’s expense ratio to exceed the expense cap.

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

Although the Portfolio is not charged an advisory fee, its shareholders, which include other investment companies and large institutional clients managed by the Adviser, pay the Adviser an investment advisory fee for managing their assets. In this regard, it is worth considering the advisory fees charged by the Adviser to institutional and other clients. The advisory fees charged to investment companies that the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients and different liabilities assumed. Services provided by the Adviser to investment companies, including the Portfolio, that is not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for investment companies are more costly

336 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

than those for institutional client accounts due to the greater complexities and time required for investment companies, although a portion of the Portfolio’s administrative expenses are reimbursed by the Adviser to the Portfolio. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the investment company experiences a net redemption and the Adviser is frequently forced to sell securities to raise cash for the redemption. However, managing an investment company with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although arguably still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and the legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts that have investment styles similar to those of the Portfolio.⁴ With respect to the Portfolio, the Adviser has represented that there is no category in the Form ADV for institutional products that have a substantially similar investment style as the Portfolio. However, the Adviser has represented that it does provide volatility reducing overlay services to certain existing institutional clients although the Adviser does not receive any additional fees for providing such services.

Although the Adviser represented that there in no category in the Form ADV for institutional products that have a substantially similar investment style as the Portfolio, the Portfolio will have the ability to invest a wide array of asset classes for which the Adviser does have institutional counterparts. It should be noted that in addition to investing in multiple asset classes as opposed to a single asset class, the Portfolio may employ with greater frequency the use of derivatives than its institutional counterparts. Set forth below are the institutional fee schedules of the various asset classes of which the Portfolio consist. Also shown below are what would have been the effective advisory fee of the Portfolio had the advisory

4 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million ($75 million for U.S. REIT), it will negotiate a fee schedule but it should be noted that there were no such institutional accounts with similar investment styles as the Portfolio, which opened in the last 3 years ending September 30, 2009. Discounts that are negotiated vary based upon each client relationship.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 337

fee schedules of the institutional accounts been applicable to the Portfolio based on the initial estimate of the Portfolio’s net assets:

AB Institutional Account Category	Initial Projected Net Assets ($MIL)	Fee Schedule	Effective AB Inst. Adv. Fee
U.S. Style Blend	$300.0	80 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on next $100 million 30 bp on the balance Minimum Account Size: $50m		0.433%
International Style Blend	$300.0	80 bp on 1st $25 million 65 bp on next $25 million 55 bp on next $50 million 45 bp on next $100 million 40 bp on the balance Minimum Account Size: $50m		0.496%
Emerging Markets Style Blend	$300.0	100 bp on 1st $50 million 80 bp on the balance Minimum Account Size: $50m		0.833%
U.S. Strategic Core Plus	$300.0	50 bp on 1st $30 million 20 bp on the balance Minimum Account Size: $25m		0.230%
Global Plus Fixed Income	$300.0	50 bp on 1st $30 million 25 bp on the balance Minimum Account Size: $25m		0.275%
U.S. REITS	$300.0	70 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $25 million Negotiable on the balance Minimum Account Size: $25m		0.525%
Currency Overlay	$300.0	25 bp on 1st $100 million 20 bp on the balance Minimum Account Size: $50m		0.217%
U.S. Inflation-Linked Bonds (TIPs) (for Collective Investment Trusts “CIT”)	$300.0	25 bp		0.250%

338 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

The Adviser recently entered into an investment advisory contract with the Sanford C. Bernstein Fund, Inc, Overlay Portfolios (“Overlay Portfolios”). The Overlay Portfolios have a similar investment objective and, to a lesser degree, investment style as the Portfolio.⁵ The advisory fee schedule of the Overlay Portfolios is set forth in the table below:

Overlay Portfolio	Advisory Fee6
Overlay A Portfolio Tax-Aware Overlay A Portfolio	0.90% of Average Daily Net Assets
Overlay B Portfolio Tax-Aware Overlay B Portfolio Tax-Aware Overlay C Portfolio Tax-Aware Overlay N Portfolio	0.65% of Average Daily Net Assets

The Adviser has represented that there are no offshore funds or sub-advisory relationships that the Adviser manages, which have a substantially similar investment style as any of the Portfolios.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

The Trustees previously received the Senior Officer’s Evaluation of the Investment Advisory Agreement (the “Senior Officer Fee Evaluation”) for the Retirement Strategies. In those Senior Officer Fee Evaluations, the Senior Officer concluded that the investment advisory agreements for those funds were reasonable and within range of what would have been negotiated at arm’s-length.

The Pooling Portfolio will not be charged an advisory fee. However, as previously mentioned, the Institutional Clients that will invest in the Pooling Portfolio will pay an advisory fee pursuant to their advisory agreements with the Adviser. The Adviser believes that the fee will be paid by the Institutional Clients includes a portion, referred by the Adviser as the “Implied Advisory Fee,” that may be reasonably viewed as compensation for services that the Adviser provides to the Pooling Portfolio. The Adviser further believes that the rate of the Implied Advisory Fee is the same for each Institutional Client invested in a series of the Pooling Portfolio.

5 The Overlay Portfolios are designed to be used only in conjunction with globally diversified portfolios of the Adviser’s Private Clients. When applied in a systematic way over time, the overlay strategies are designed to reduce portfolio volatility, reduce the probability of large losses and maintain returns over time. Overlay A Portfolio and Tax-Aware Overlay A Portfolio are intended for use in Private Client accounts that have a higher equity weighting (e.g. 80% equity and 20% fixed-income). The other Overlay Portfolios are intended for use in Private Client accounts that have a higher fixed income weighting (e.g. 70% fixed-income and 30% equity). Combinations of the Overlay Portfolios can be used to tailor the overlay service to suit a variety of Private Client account asset allocations.

6 The advisory fees of each Overlay Portfolio are based on the percentage of each Portfolio’s average daily net assets, not an aggregate of the assets in the Portfolios shown.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 339

Because of the Pooling Portfolio’s limited availability for investment, open only to certain institutional clients of the Adviser, the Pooling Portfolio has zero transfer agent (with the exception of certain transfer agent out of pocket expenses) and distribution fees, in addition to zero advisory fees. Such expense structure is rare in the industry.

Since there are not many funds of other fund families that have a similar expense structure as the Portfolio, Lipper, Inc. (“Lipper”), an analytical service not affiliated with the Adviser, compared the total expense ratios of the Portfolio to that of funds of a similar investment classification/objective with institutional class shares; however, Lipper excluded management, transfer agent and distribution fees from the total expense ratios of the Portfolio’s peers.⁷ Lipper’s analysis included the Portfolio’s rankings⁸ relative to its respective Lipper Expense Group (“EG”) and Lipper Expense Universe (“EU”).⁹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. An EG will typically consist of seven to twenty funds. An EU is a much broader group, consisting of all institutional classes of funds of the same classification/objective as the subject Portfolio.¹⁰

Portfolio	Expense Ratio (%)11		Lipper Exp. Group Median (%)12		Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
Volatility Portfolio13		0.090		0.119	3/9		0.111	10/22

7 Because the Portfolios are offered only to other investment companies and certain institutional clients managed by the Adviser, the Portfolios are not assessed a fee for transfer agent and distribution-related services although it should be noted that the transfer agent of the Portfolios is reimbursed for out of pocket expenses.

8 A ranking of “1” would mean that the Portfolio had the lowest total expense ratio in the Lipper peer group.

9 Note that there are limitations on expense category data because different funds categorize expenses differently.

10 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peers. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

11 The Portfolio’s total expense ratio is estimated based on an initial estimate of the Portfolio’s net assets of $300 million.

12 With respect to the Portfolio’s peers, the total expense ratios of those funds are net of management, transfer agent and distribution fees.

13 The Portfolio’s total expense ratio of 0.09% does not include offering expenses that the Adviser may recoup within the first three years after the Portfolio commences operations. See page 4 for additional information.

340 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

Based on this analysis, the Portfolio’s total expense ratio is lower than the Portfolio’s EG and EU medians.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY AGREEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

There is no profitability information for the Portfolio since the Portfolio has not yet commenced operations. However, the Adviser’s profitability in respect of other series of the Trust and the Retirement Strategies were provided to the Board of Trustees.

The Portfolio may effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions for such transactions. The Adviser represented that SCB’s profitability from business conducted with the Portfolio will be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁴ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a

14 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 341

greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Trustees an update of the Deli¹⁵ study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $496 billion as of December 31, 2009, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

There is no performance history since the Portfolio has not yet commenced operation. Because the volatility reducing overlay service is new, the Adviser does not have related portfolio performance information for accounts using such service. However, the Adviser represented that it has provided asset allocation services to clients such as managing overlays and dynamic multi-asset portfolios.

15 The Deli study, which was based on 1997 SEC reported filings, was published in 2002 by Daniel N. Deli. The results of the study with respect to fund size and family size were consistent with economies of scale being shared with shareholders, suggesting a competitive environment.

16 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

342 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. In light of the Portfolio’s ability to invest in fixed-income investments, the Senior Officer suggested that the Board of Trustees consider discussing with the Adviser the Adviser’s view of the Portfolio as a pure equity vehicle and its impact on the advisory fees charged to the Retirement Strategies. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: February 25, 2010

ALLIANCEBERNSTEIN POOLING PORTFOLIOS  • 343

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies Funds

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Blended Style Funds

International Portfolio

Tax-Managed International Portfolio

U.S. Large Cap Portfolio

Growth Funds

Domestic

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

Small/Mid Cap Growth Fund

U.S. Strategic Research Portfolio

Global & International

Global Growth Fund

Global Thematic Growth Fund

Greater China ’97 Fund

International Discovery Equity Portfolio

International Growth Fund

Value Funds

Domestic

Core Opportunities Fund

Equity Income Fund*

Growth & Income Fund

Small/Mid Cap Value Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Short Duration Portfolio

Unconstrained Bond Fund*

Municipal Bond Funds

Arizona California High Income Massachusetts Michigan Minnesota Municipal Bond    Inflation Strategy National New Jersey New York Ohio Pennsylvania Virginia

Intermediate Municipal Bond Funds

Intermediate California

Intermediate Diversified

Intermediate New York

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

The Ibero-America Fund

Alternatives

Market Neutral Strategy-Global

Market Neutral Strategy-U.S.

Real-Asset Strategy*

Balanced

Balanced Shares

Retirement Strategies Funds

2000 Retirement Strategy	2020 Retirement Strategy	2040 Retirement Strategy
2005 Retirement Strategy	2025 Retirement Strategy	2045 Retirement Strategy
2010 Retirement Strategy	2030 Retirement Strategy	2050 Retirement Strategy
2015 Retirement Strategy	2035 Retirement Strategy	2055 Retirement Strategy

We also offer Exchange Reserves,** which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.

You should consider the investment objectives, risks, charges and expenses of any AllianceBernstein fund/portfolio carefully before investing. For free copies of our prospectuses, which contain this and other information, visit us online at www.alliancebernstein.com or contact your financial advisor. Please read the prospectus carefully before investing.

* Prior to August 31, 2010, Equity Income Fund was named Utility Income Fund. Prior to September 27, 2010, Real-Asset Strategy was named Multi-Asset Inflation Strategy. Prior to February 3, 2011, Unconstrained Bond Fund was named Diversified Yield Fund.

** An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

344 •  ALLIANCEBERNSTEIN POOLING PORTFOLIOS

AllianceBernstein Family of Funds

ALLIANCEBERNSTEIN POOLING PORTFOLIOS

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

POOL-0152-0211

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

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ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): The AllianceBernstein Pooling Portfolios

By:	/s/  Robert M. Keith
	Robert M. Keith President

Date: April 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/  Robert M. Keith
	Robert M. Keith President

Date: April 25, 2011

By:	/s/  Joseph J. Mantineo
	Joseph J. Mantineo Treasurer and Chief Financial Officer

Date: April 25, 2011

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