This is filed pursuant to Rule 497(c).

The AllianceBernstein Portfolios
File Nos. 33-12988 and 811-05088.

AllianceBernstein Large Cap Growth Fund, Inc.
File Nos. 33-49530 and 811-06730.

AllianceBernstein Discovery Growth Fund, Inc.
File Nos. 2-10768 and 811-00204.

AllianceBernstein International Growth Fund, Inc.
File Nos. 33-76598 and 811-08426.

AllianceBernstein Global Thematic Growth Fund, Inc.
File Nos. 2-70427 and 811-03131.

AllianceBernstein Cap Fund, Inc.
File Nos. 2-29901 and 811-01716.



[LOGO]



                                 THE ALLIANCEBERNSTEIN GROWTH FUNDS
                                                       
Domestic Growth Funds                                     Global Growth Funds
(Shares Offered-Exchange Ticker Symbol)                   (Shares Offered-Exchange Ticker Symbol)
   > AllianceBernstein Growth Fund                           > AllianceBernstein Global Thematic Growth Fund
      (Class A-AGRFX; Class B-AGBBX; Class C-AGRCX;             (Class A-ALTFX; Class B-ATEBX; Class C-ATECX;
        Class R-AGFRX; Class K-AGFKX; Class I-AGFIX;              Class R-ATERX; Class K-ATEKX; Class I-AGTIX;
        Advisor Class-AGRYX)                                      Advisor Class-ATEYX)

   > AllianceBernstein Large Cap Growth Fund                 > AllianceBernstein International Growth Fund
      (Class A-APGAX; Class B-APGBX; Class C-APGCX;             (Class A-AWPAX; Class B-AWPBX; Class C-AWPCX;
        Class R-ABPRX; Class K-ALCKX; Class I-ALLIX;              Class R- AWPRX; Class K- AWPKX; Class I- AWPIX;
        Advisor Class-APGYX)                                      Advisor Class-AWPYX)

   > AllianceBernstein Discovery Growth Fund                 > AllianceBernstein International Discovery Equity Portfolio
      (Class A-CHCLX; Class B-CHCBX; Class C-CHCCX;             (Class A-ADEAX; Class C-AIDCX; Class R- ADERX;
        Class R-CHCRX; Class K-CHCKX; Class I-CHCIX;              Class K- ADEKX; Class I- ADEIX; Advisor
        Advisor Class-CHCYX)                                      Class-ADEYX)

   > AllianceBernstein Small Cap Growth Portfolio            > AllianceBernstein International Focus 40 Portfolio
      (Class A-QUASX; Class B-QUABX; Class C-QUACX;               (Class A- AIIAX; Class C- ABFCX; Class R-ABFRX;
        Class R-QUARX; Class K-QUAKX; Class I-QUAIX;              Class K-ABFKX; Class I-ABFIX; Advisor
        Advisor Class-QUAYX)                                      Class-ABFYX)

   > AllianceBernstein U.S. Strategic Research Portfolio
      (Class A-AURAX; Class C-AURCX; Class R-AURRX;
        Class K-AURKX; Class I-AURIX; Advisor
        Class-AURYX)


                 c/o AllianceBernstein Investor Services, Inc.
                 P.O. Box 786003, San Antonio, Texas 78278-6003
                            Toll Free (800) 221-5672
                    For Literature Toll Free (800) 227-4618



--------------------------------------------------------------------------------

                      STATEMENT OF ADDITIONAL INFORMATION
                                November 1, 2012

--------------------------------------------------------------------------------

            This Statement of Additional Information ("SAI") is not a
prospectus, but supplements and should be read in conjunction with the current
prospectus, dated November 1, 2012 that offers Class A, Class B, Class C, Class
R, Class K, Class I and Advisor Class shares for the AllianceBernstein(R) Growth
Fund ("Growth Fund") of The AllianceBernstein Portfolios, the AllianceBernstein
Large Cap Growth Fund ("Large Cap Growth"), the AllianceBernstein Discovery
Growth Fund ("Discovery Growth"), the AllianceBernstein Small Cap Growth
Portfolio ("Small Cap Growth") of AllianceBernstein Cap Fund, the
AllianceBernstein Global Thematic Growth Fund ("Global Thematic Growth"), the
AllianceBernstein International Growth Fund ("International Growth"), and offers
Class A, Class C, Class R, Class K, Class I and Advisor Class shares for the
AllianceBernstein U.S. Strategic Research Portfolio ("U.S. Strategic Research"),
the AllianceBernstein International Discovery Equity Portfolio ("International
Discovery Equity") and the AllianceBernstein International Focus 40 Portfolio
("International Focus 40") of AllianceBernstein Cap Fund (the "Prospectus").
Each of the funds listed above is hereinafter referred to as the Fund, and
collectively the Funds. Financial statements for Growth Fund, Large Cap Growth,
Discovery Growth, Small Cap Growth and Global Thematic Growth for the year ended
July 31, 2012 and financial statements for U.S. Strategic Research,
International Growth, International Discovery Equity and International Focus 40
for the year ended June 30, 2012, are included in each Fund's annual report to
shareholders and are incorporated into the SAI by reference. Copies of the
Prospectus and each Fund's annual report may be obtained by contacting
AllianceBernstein Investor Services, Inc. ("ABIS") at the address or the "For
Literature" telephone number shown above or on the Internet at
www.AllianceBernstein.com.




                               TABLE OF CONTENTS
                                                                            Page

INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENTS.............................1

INVESTMENT RESTRICTIONS......................................................31

MANAGEMENT OF THE FUNDS......................................................33

EXPENSES OF THE FUNDS........................................................77

PURCHASE OF SHARES...........................................................94

REDEMPTION AND REPURCHASE OF SHARES.........................................119

SHAREHOLDER SERVICES........................................................122

NET ASSET VALUE.............................................................125

DIVIDENDS, DISTRIBUTIONS AND TAXES..........................................128

PORTFOLIO TRANSACTIONS......................................................136

GENERAL INFORMATION.........................................................143

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT
     REGISTERED PUBLIC ACCOUNTING FIRM......................................171

APPENDIX A: STATEMENT OF POLICIES AND PROCEDURES FOR PROXY VOTING...........A-1



-----------------------------------------

AllianceBernstein(R) and the AB logo are registered trademarks and service marks
used by permission of the owner, AllianceBernstein L.P.




--------------------------------------------------------------------------------

               INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENTS

--------------------------------------------------------------------------------

Introduction to the Funds
-------------------------

            Except as otherwise noted, the Funds' investment objective and
policies described below are not "fundamental policies" within the meaning of
the Investment Company Act of 1940, as amended (the "1940 Act"), and may,
therefore, be changed by the Board of Directors or Board of Trustees of each
Fund (each a "Board" and together, the "Boards") without shareholder approval.
However, no Fund will change its investment objective without at least 60 days'
prior written notice to shareholders. There is no guarantee that a Fund will
achieve its investment objective. Whenever any investment policy or restriction
states a percentage of a Fund's assets that may be invested in any security or
other asset, it is intended that such percentage limitation be determined
immediately after and as a result of a Fund's acquisition of such securities or
other assets. Accordingly, any later increases or decreases in percentage beyond
the specified limitations resulting from a change in values or net assets will
not be considered a violation of this percentage limitation.

            Effective February 1, 2013, the AllianceBernstein Small Cap Growth
Portfolio will be closed to new investors subject to certain exceptions as
discussed below. Current shareholders as of January 31, 2013, may continue to
purchase additional Fund shares, including through reinvestment of dividends and
capital gains distributions and exchanges. In addition, the following categories
of shareholders and investors may continue to purchase Fund shares: (i)
investors that have entered into a letter of intent prior to January 31, 2013,
(ii) participants currently holding shares of the Fund in a group retirement
plan that offers shares of the Fund as of January 31, 2013, (iii) wrap fee
programs or financial intermediaries charging asset-based fees with existing
accounts as of January 31, 2013 purchasing shares on behalf of existing clients,
and (iv) customers of certain other financial intermediaries as approved by the
Adviser.

            Except as otherwise noted, these restrictions apply to investments
made directly in the AllianceBernstein Small Cap Growth Portfolio through its
transfer agent and investments made through financial institutions and/or
intermediaries. The Adviser may (i) make additional exceptions to the suspension
policy that, in its judgment, do not adversely affect its ability to manage the
Fund, (ii) reject any investment or refuse any exception, including those
detailed above, that it believes will adversely affect its ability to manage the
Fund, and (iii) close and/or reopen the Fund to new or existing shareholders at
any time.

Additional Investment Policies and Practices
--------------------------------------------

            The following information about the Funds' investment policies and
practices supplements the information set forth in the Prospectus.

Convertible Securities
----------------------

            Convertible securities include bonds, debentures, corporate notes
and preferred stocks that are convertible at a stated exchange rate into shares
of the underlying common stock. Prior to their conversion, convertible
securities have the same general characteristics as non-convertible debt
securities, which provide a stable stream of income with generally higher yields
than those of equity securities of the same or similar issuers. As with all debt
securities, the market value of convertible securities tends to decline as
interest rates increase and, conversely, to increase as interest rates decline.
While convertible securities generally offer lower interest or dividend yields
than non-convertible debt securities of similar quality, they do enable the
investors to benefit from increases in the market price of the underlying common
stock.

            When the market price of the common stock underlying a convertible
security increases, the price of the convertible security increasingly reflects
the value of the underlying common stock and may rise accordingly. As the market
price of the underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not depreciate to the same
extent as the underlying common stock. Convertible securities rank senior to
common stocks in an issuer's capital structure. They are consequently of higher
quality and entail less risk than the issuer's common stock, although the extent
to which such risk is reduced depends in large measure upon the degree to which
the convertible security sells above its value as a fixed-income security.

Depositary Receipts
-------------------

            A Fund may invest in depositary receipts. American Depositary
Receipts ("ADRs") are depositary receipts typically issued by a U.S. bank or
trust company that evidence ownership of underlying securities issued by a
foreign corporation. European Depositary Receipts ("EDRs"), Global Depositary
Receipts ("GDRs") or other types of depositary receipts are typically issued by
non-U.S. banks or trust companies and evidence ownership of underlying
securities issued by either a U.S. or non-U.S. company. Transactions in these
securities may not necessarily be settled in the same currency as transactions
in the securities into which they represent. In addition, the issuers of the
securities of unsponsored depositary receipts are not obligated to disclose
material information in the United States. Generally, ADRs, in registered form,
are designed for use in the U.S. securities markets; EDRs, in bearer form, are
designed for use in European securities markets; and GDRs, in bearer form, are
designed for use in two or more securities markets, such as Europe and Asia.

Derivatives
-----------

            A Fund may, but is not required to, use derivatives for hedging or
risk management purposes or as part of its investment practices. Derivatives are
financial contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. These assets, rates, and indices may
include bonds, stocks, mortgages, commodities, interest rates, currency exchange
rates, bond indices and stock indices.

            There are four principal types of derivatives -- options, futures,
forwards and swaps. These principal types of derivative instruments, as well as
the methods in which they may be used by a Fund are described below. Derivatives
may be (i) standardized, exchange-traded contracts or (ii) customized,
privately-negotiated contracts. Exchange-traded derivatives tend to be more
liquid and subject to less credit risk than those that are privately negotiated.
The Funds may use derivatives to earn income and enhance returns, to hedge or
adjust the risk profile of a portfolio and either to replace more traditional
direct investments or to obtain exposure to otherwise inaccessible markets.

            Forward Contracts. A forward contract, which may be standardized and
exchange-traded or customized and privately negotiated, is an agreement for one
party to buy, and the other party to sell, a specific quantity of an underlying
commodity or other tangible asset for an agreed-upon price at a future date. A
forward contract generally is settled by physical delivery of the commodity or
other tangible asset underlying the forward contract to an agreed-upon location
at a future date (rather than settled by cash) or will be rolled forward into a
new forward contract. Non-deliverable forwards ("NDFs") specify a cash payment
upon maturity.

            Futures Contracts and Options on Futures Contracts. A futures
contract is an agreement that obligates the buyer to buy and the seller to sell
a specified quantity of an underlying asset (or settle for cash the value of a
contract based on an underlying asset, rate or index) at a specific price on the
contract maturity date. Options on futures contracts are options that call for
the delivery of futures contracts upon exercise. Futures contracts are
standardized, exchange-traded instruments and are fungible (i.e., considered to
be perfect substitutes for each other). This fungibility allows futures
contracts to be readily offset or canceled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are
liquidated. A cash-settled futures contract does not require physical delivery
of the underlying asset but instead is settled for cash equal to the difference
between the values of the contract on the date it is entered into and its
maturity date.

            Options. An option, which may be standardized and exchange-traded or
customized and privately negotiated, is an agreement that, for a premium payment
or fee, gives the option holder (the buyer) the right but not the obligation to
buy (a "call") or sell (a "put") the underlying asset (or settle for cash an
amount based on an underlying asset, rate or index) at a specified price (the
exercise price) during a period of time or on a specified date. Likewise, when
an option is exercised the writer of the option is obligated to sell (in the
case of a call option) or to purchase (in the case of a put option) the
underlying asset (or settle for cash an amount based on an underlying asset,
rate or index).

            Swaps. A swap, which may be standardized and exchange-traded or
customized and privately negotiated, is an agreement that obligates two parties
to exchange a series of cash flows at specified intervals (payment dates) based
upon or calculated by reference to changes in specified prices or rates
(interest rates in the case of interest rate swaps, currency exchange rates in
the case of currency swaps) for a specified amount of an underlying asset (the
"notional" principal amount). Most swaps are entered into on a net basis (i.e.,
the two payment streams are netted out, with the Funds receiving or paying, as
the case may be, only the net amount of the two payments). Except for currency
swaps, the notional principal amount is used solely to calculate the payment
streams but is not exchanged. With respect to currency swaps, actual principal
amounts of currencies may be exchanged by the counterparties at the initiation,
and again upon the termination, of the transaction.

            Risks of Derivatives. Investment techniques employing such
derivatives involve risks different from, and, in certain cases, greater than,
the risks presented by more traditional investments. Following is a general
discussion of important risk factors and issues concerning the use of
derivatives.

            -- Market Risk. This is the general risk attendant to all
            investments that the value of a particular investment will change in
            a way detrimental to a Fund's interest.

            -- Management Risk. Derivative products are highly specialized
            instruments that require investment techniques and risk analyses
            different from those associated with stocks and bonds. The use of a
            derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit of
            observing the performance of the derivative under all possible
            market conditions. In particular, the use and complexity of
            derivatives require the maintenance of adequate controls to monitor
            the transactions entered into, the ability to assess the risk that a
            derivative adds to a Fund's investment portfolio, and the ability to
            forecast price, interest rate or currency exchange rate movements
            correctly.

            -- Credit Risk. This is the risk that a loss may be sustained by a
            Fund as a result of the failure of another party to a derivative
            (usually referred to as a "counterparty") to comply with the terms
            of the derivative contract. The credit risk for exchange-traded
            derivatives is generally less than for privately negotiated
            derivatives, since the clearinghouse, which is the issuer or
            counterparty to each exchange-traded derivative, provides a
            guarantee of performance. This guarantee is supported by a daily
            payment system (i.e., margin requirements) operated by the
            clearinghouse in order to reduce overall credit risk. For privately
            negotiated derivatives, there is no similar clearing agency
            guarantee. Therefore, a Fund considers the creditworthiness of each
            counterparty to a privately negotiated derivative in evaluating
            potential credit risk.

            -- Liquidity Risk. Liquidity risk exists when a particular
            instrument is difficult to purchase or sell. If a derivative
            transaction is particularly large or if the relevant market is
            illiquid (as is the case with many privately negotiated
            derivatives), it may not be possible to initiate a transaction or
            liquidate a position at an advantageous price.

            -- Leverage Risk. Since many derivatives have a leverage component,
            adverse changes in the value or level of the underlying asset, rate
            or index can result in a loss substantially greater than the amount
            invested in the derivative itself. In the case of swaps, the risk of
            loss generally is related to a notional principal amount, even if
            the parties have not made any initial investment. Certain
            derivatives have the potential for unlimited loss, regardless of the
            size of the initial investment.

            -- Risk of Governmental Regulation of Derivatives. Recent
            legislation and regulatory developments will eventually require the
            clearing and exchange trading of most over-the-counter derivatives
            investments. It is possible that new regulation of various types of
            derivative instruments, including futures and swaps, may affect the
            Fund's ability to use such instruments as a part of its investment
            strategy.

            -- Other Risks. Other risks in using derivatives include the risk of
            mispricing or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates and
            indices. Many derivatives, in particular privately negotiated
            derivatives, are complex and often valued subjectively. Improper
            valuations can result in increased cash payment requirements to
            counterparties or a loss of value to a Fund. Derivatives do not
            always perfectly or even highly correlate or track the value of the
            assets, rates or indices they are designed to closely track.
            Consequently, a Fund's use of derivatives may not always be an
            effective means of, and sometimes could be counterproductive to,
            furthering the Fund's investment objective.

            Other. A Fund may purchase and sell derivative instruments only to
the extent that such activities are consistent with the requirements of the
Commodity Exchange Act ("CEA"), including registration as a "commodity pool
operator". The Funds have claimed an exclusion from the definition of commodity
pool operator under the CEA and are not currently subject to registration,
disclosure and reporting requirements under the CEA. The Commodity Futures
Trading Commission ("CFTC") has recently adopted amendments to this exclusion.
These amendments become effective December 31, 2012 and may necessitate that the
Funds comply with regulatory obligations and restrictions under the CEA. Such
regulation could affect the Funds' expenses or their use of derivative
instruments.

Use of Options, Futures, Forwards and Swaps by a Fund
-----------------------------------------------------

            --Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a
specific amount of a currency for an agreed-upon price at a future date. A
forward currency exchange contract may result in the delivery of the underlying
asset upon maturity of the contract in return for the agreed-upon payment. NDFs
specify a cash payment upon maturity. NDFs are normally used when the market for
physical settlement of the currency is underdeveloped, heavily regulated or
highly taxed.

            A Fund may, for example, enter into forward currency exchange
contracts to attempt to minimize the risk to the Fund from adverse changes in
the relationship between the U.S. Dollar and other currencies. A Fund may
purchase or sell forward currency exchange contracts for hedging purposes
similar to those described below in connection with its transactions in foreign
currency futures contracts. A Fund may also purchase or sell forward currency
exchange contracts for non-hedging purposes as a means of making direct
investments in foreign currencies, as described below under "Currency
Transactions".

            If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in
the cost of securities to be acquired may be offset, at least in part, by
profits on the forward currency exchange contract. Nevertheless, by entering
into such forward currency exchange contracts, a Fund may be required to forgo
all or a portion of the benefits which otherwise could have been obtained from
favorable movements in exchange rates.

            A Fund may also use forward currency exchange contracts to seek to
increase total return when AllianceBernstein L.P., the Funds' adviser (the
"Adviser"), anticipates that a foreign currency will appreciate or depreciate in
value but securities denominated in that currency are not held by the Fund and
do not present attractive investment opportunities. For example, a Fund may
enter into a foreign currency exchange contract to purchase a currency if the
Adviser expects the currency to increase in value. The Fund would recognize a
gain if the market value of the currency is more than the contract value of the
currency at the time of settlement of the contract. Similarly, a Fund may enter
into a foreign currency exchange contract to sell a currency if the Adviser
expects the currency to decrease in value. The Fund would recognize a gain if
the market value of the currency is less than the contract value of the currency
at the time of settlement of the contract.

            The cost of engaging in forward currency exchange contracts varies
with such factors as the currencies involved, the length of the contract period
and the market conditions then prevailing. Since transactions in foreign
currencies are usually conducted on a principal basis; no fees or commissions
are involved.

            --Options on Securities. A Fund may write and purchase call and put
options on securities. In purchasing an option on securities, a Fund would be in
a position to realize a gain if, during the option period, the price of the
underlying securities increased (in the case of a call) or decreased (in the
case of a put) by an amount in excess of the premium paid; otherwise the Fund
would experience a loss not greater than the premium paid for the option. Thus,
a Fund would realize a loss if the price of the underlying security declined or
remained the same (in the case of a call) or increased or remained the same (in
the case of a put) or otherwise did not increase (in the case of a put) or
decrease (in the case of a call) by more than the amount of the premium. If a
put or call option purchased by a Fund were permitted to expire without being
sold or exercised, its premium would represent a loss to the Fund.

            A Fund may write a put or call option in return for a premium, which
is retained by the Fund whether or not the option is exercised. A Fund may write
covered options or uncovered options. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an absolute and
immediate right to acquire that security upon conversion or exchange of another
security it holds, or holds a call option on the underlying security with an
exercise price equal to or less than the call option it has written. A put
option written by a Fund is covered if the Fund holds a put option on the
underlying securities with an exercise price equal to or greater than the put
option it has written. Uncovered options or "naked options" are riskier than
covered options. For example, if a Fund wrote a naked call option and the price
of the underlying security increased, the Fund would have to purchase the
underlying security for delivery to the call buyer and sustain a loss equal to
the difference between the option price and the market price of the security.

            A Fund may also purchase call options to hedge against an increase
in the price of securities that the Fund anticipates purchasing in the future.
If such increase occurs, the call option will permit the Fund to purchase the
securities at the exercise price, or to close out the options at a profit. The
premium paid for the call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise of the option, and, unless
the price of the underlying security rises sufficiently, the option may expire
worthless to the Fund and the Fund will suffer a loss on the transaction to the
extent of the premium paid.

            A Fund may purchase put options to hedge against a decline in the
value of portfolio securities. If such decline occurs, the put options will
permit the Fund to sell the securities at the exercise price or to close out the
options at a profit. By using put options in this way, the Fund will reduce any
profit it might otherwise have realized on the underlying security by the amount
of the premium paid for the put option and by transaction costs.

            A Fund may also, as an example, write combinations of put and call
options on the same security, known as "straddles", with the same exercise and
expiration date. By writing a straddle, the Fund undertakes a simultaneous
obligation to sell and purchase the same security in the event that one of the
options is exercised. If the price of the security subsequently rises above the
exercise price, the call will likely be exercised and the Fund will be required
to sell the underlying security at or below market price. This loss may be
offset, however, in whole or part, by the premiums received on the writing of
the two options. Conversely, if the price of the security declines by a
sufficient amount, the put will likely be exercised. The writing of straddles
will likely be effective, therefore, only where the price of the security
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is exercised, the loss on the purchase or sale of the
underlying security may exceed the amount of the premiums received.

            A Fund may purchase or write options on securities of the types in
which it is permitted to invest in privately negotiated (i.e., over-the-counter)
transactions. By writing a call option, a Fund limits its opportunity to profit
from any increase in the market value of the underlying security above the
exercise price of the option. By writing a put option, a Fund assumes the risk
that it may be required to purchase the underlying security for an exercise
price above its then current market value, resulting in a capital loss unless
the security subsequently appreciates in value. Where options are written for
hedging purposes, such transactions constitute only a partial hedge against
declines in the value of portfolio securities or against increases in the value
of securities to be acquired, up to the amount of the premium.

            A Fund will effect such transactions only with investment dealers
and other financial institutions (such as commercial banks or savings and loan
institutions) deemed creditworthy by the Adviser, and the Adviser has adopted
procedures for monitoring the creditworthiness of such entities. Options
purchased or written in negotiated transactions may be illiquid and it may not
be possible for the Fund to effect a closing transaction at a time when the
Adviser believes it would be advantageous to do so.

            --Options on Securities Indices. An option on a securities index is
similar to an option on a security except that, rather than taking or making
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in the case of a
call) or less than (in the case of a put) the exercise price of the option.

            A Fund may write (sell) call and put options and purchase call and
put options on securities indices. If a Fund purchases put options on securities
indices to hedge its investments against a decline in the value of portfolio
securities, it will seek to offset a decline in the value of securities it owns
through appreciation of the put option. If the value of the Fund's investments
does not decline as anticipated, or if the value of the option does not
increase, the Fund's loss will be limited to the premium paid for the option.
The success of this strategy will largely depend on the accuracy of the
correlation between the changes in value of the index and the changes in value
of the Fund's security holdings.

            The purchase of call options on securities indices may be used by a
Fund to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market segment, at a time when the Fund holds
uninvested cash or short-term debt securities awaiting investment. When
purchasing call options for this purpose, the Fund will also bear the risk of
losing all or a portion of the premium paid if the value of the index does not
rise. The purchase of call options on stock indices when a Fund is substantially
fully invested is a form of leverage, up to the amount of the premium and
related transaction costs, and involves risks of loss and of increased
volatility similar to those involved in purchasing call options on securities
the Fund owns.

            -- Other Option Strategies. In an effort to earn extra income, to
adjust exposure to individual securities or markets, or to protect all or a
portion of its portfolio from a decline in value, sometimes within certain
ranges, a Fund may use option strategies such as the concurrent purchase of a
call or put option, including on individual securities and stock indexes,
futures contracts (including on individual securities and stock indexes) or
shares of exchange-traded funds ("ETFs") at one strike price and the writing of
a call or put option on the same individual security, stock index, futures
contract or ETF at a higher strike price in the case of a call option or at a
lower strike price in the case of a put option. The maximum profit from this
strategy would result for the call options from an increase in the value of the
individual security, stock index, futures contract or ETF above the higher
strike price or for the put options the decline in the value of the individual
security, stock index, futures contract or ETF below the lower strike price. If
the price of the individual security, stock index, futures contract or ETF
declines in the case of the call option or increases in the case of the put
option, the Fund has the risk of losing the entire amount paid for the call or
put options.

            --Options on Foreign Currencies. A Fund may purchase and write
options on foreign currencies for hedging and non-hedging purposes. For example,
a decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such diminutions in the value of portfolio securities, the Fund may
purchase put options on the foreign currency. If the value of the currency does
decline, the Fund will have the right to sell such currency for a fixed amount
in dollars and could thereby offset, in whole or in part, the adverse effect on
its portfolio which otherwise would have resulted.

            Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, a Fund may purchase call options thereon. The purchase
of such options could offset, at least partially, the effects of the adverse
movements in exchange rates. As in the case of other types of options, however,
the benefit to the Fund from purchases of foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
where currency exchange rates do not move in the direction or to the extent
anticipated, the Fund could sustain losses on transactions in foreign currency
options which would require it to forgo a portion or all of the benefits of
advantageous changes in such rates.

            A Fund may write options on foreign currencies for hedging purposes
or to increase return. For example, where a Fund anticipates a decline in the
dollar value of non-U.S. Dollar-denominated securities due to adverse
fluctuations in exchange rates it could, instead of purchasing a put option,
write a call option on the relevant currency. If the expected decline occurs,
the option will most likely not be exercised, and the diminution in value of
portfolio securities could be offset by the amount of the premium received.

            Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a Fund
could write a put option on the relevant currency, which, if rates move in the
manner projected, will expire unexercised and allow the Fund to hedge such
increased cost up to the amount of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and the
Fund will be required to purchase or sell the underlying currency at a loss
which may not be offset by the amount of the premium. Through the writing of
options on foreign currencies, the Fund also may be required to forgo all or a
portion of the benefits that might otherwise have been obtained from favorable
movements in exchange rates.

            In addition to using options for the hedging purposes described
above, a Fund may also invest in options on foreign currencies for non-hedging
purposes as a means of making direct investments in foreign currencies. A Fund
may use options on currency to seek to increase total return when the Adviser
anticipates that a foreign currency will appreciate or depreciate in value but
securities denominated in that currency are not held by the Fund and do not
present attractive investment opportunities. For example, the Fund may purchase
call options in anticipation of an increase in the market value of a currency. A
Fund would ordinarily realize a gain if, during the option period, the value of
such currency exceeded the sum of the exercise price, the premium paid and
transaction costs. Otherwise, the Fund would realize no gain or a loss on the
purchase of the call option. Put options may be purchased by a Fund for the
purpose of benefiting from a decline in the value of a currency that the Fund
does not own. A Fund would normally realize a gain if, during the option period,
the value of the underlying currency decreased below the exercise price
sufficiently to more than cover the premium and transaction costs. Otherwise,
the Fund would realize no gain or loss on the purchase of the put option. For
additional information on the use of options on foreign currencies for
non-hedging purposes, see "Currency Transactions" below.

            Special Risks Associated with Options on Currencies. An
exchange-traded options position may be closed out only on an options exchange
that provides a secondary market for an option of the same series. Although a
Fund will generally purchase or sell options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time. For
some options, no secondary market on an exchange may exist. In such event, it
might not be possible to effect closing transactions in particular options, with
the result that the Fund would have to exercise its options in order to realize
any profit and would incur transaction costs on the sale of the underlying
currency.

            --Futures Contracts and Options on Futures Contracts. Futures
contracts that a Fund may buy and sell may include futures contracts on
fixed-income or other securities, and contracts based on interest rates, foreign
currencies or financial indices, including any index of U.S. Government
securities. A Fund may, for example, purchase or sell futures contracts and
options thereon to hedge against changes in interest rates, securities (through
index futures or options) or currencies.

            Interest rate futures contracts are purchased or sold for hedging
purposes to attempt to protect against the effects of interest rate changes on a
Fund's current or intended investments in fixed-income securities. For example,
if a Fund owned long-term bonds and interest rates were expected to increase,
that Fund might sell interest rate futures contracts. Such a sale would have
much the same effect as selling some of the long-term bonds in that Fund's
portfolio. However, since the futures market is more liquid than the cash
market, the use of interest rate futures contracts as a hedging technique allows
a Fund to hedge its interest rate risk without having to sell its portfolio
securities. If interest rates were to increase, the value of the debt securities
in the portfolio would decline, but the value of that Fund's interest rate
futures contracts would be expected to increase at approximately the same rate,
thereby keeping the net asset value (the "NAV") of that Fund from declining as
much as it otherwise would have. On the other hand, if interest rates were
expected to decline, interest rate futures contracts could be purchased to hedge
in anticipation of subsequent purchases of long-term bonds at higher prices.
Because the fluctuations in the value of the interest rate futures contracts
should be similar to those of long-term bonds, a Fund could protect itself
against the effects of the anticipated rise in the value of long-term bonds
without actually buying them until the necessary cash becomes available or the
market has stabilized. At that time, the interest rate futures contracts could
be liquidated and that Fund's cash reserves could then be used to buy long-term
bonds on the cash market.

            A Fund may purchase and sell foreign currency futures contracts for
hedging or risk management purposes in order to protect against fluctuations in
currency exchange rates. Such fluctuations could reduce the dollar value of
portfolio securities denominated in foreign currencies, or increase the cost of
non-U.S. Dollar-denominated securities to be acquired, even if the value of such
securities in the currencies in which they are denominated remains constant. A
Fund may sell futures contracts on a foreign currency, for example, when it
holds securities denominated in such currency and it anticipates a decline in
the value of such currency relative to the dollar. If such a decline were to
occur, the resulting adverse effect on the value of non-U.S. Dollar-denominated
securities may be offset, in whole or in part, by gains on the futures
contracts. However, if the value of the foreign currency increases relative to
the dollar, a Fund's loss on the foreign currency futures contract may or may
not be offset by an increase in the value of the securities because a decline in
the price of the security stated in terms of the foreign currency may be greater
than the increase in value as a result of the change in exchange rates.

            Conversely, a Fund could protect against a rise in the dollar cost
of non-U.S. Dollar-denominated securities to be acquired by purchasing futures
contracts on the relevant currency, which could offset, in whole or in part, the
increased cost of such securities resulting from a rise in the dollar value of
the underlying currencies. When a Fund purchases futures contracts under such
circumstances, however, and the price in dollars of securities to be acquired
instead declines as a result of appreciation of the dollar, the Fund will
sustain losses on its futures position which could reduce or eliminate the
benefits of the reduced cost of portfolio securities to be acquired.

            A Fund may also engage in currency "cross hedging" when, in the
opinion of the Adviser, the historical relationship among foreign currencies
suggests that a Fund may achieve protection against fluctuations in currency
exchange rates similar to that described above at a reduced cost through the use
of a futures contract relating to a currency other than the U.S. Dollar or the
currency in which the foreign security is denominated. Such "cross hedging" is
subject to the same risks as those described above with respect to an
unanticipated increase or decline in the value of the subject currency relative
to the U.S. Dollar.

            A Fund may also use foreign currency futures contracts and options
on such contracts for non-hedging purposes. Similar to options on currencies
described above, a Fund may use foreign currency futures contracts and options
on such contracts to seek to increase total return when the Adviser anticipates
that a foreign currency will appreciate or depreciate in value but securities
denominated in that currency are not held by the Fund and do not present
attractive investment opportunities. The risks associated with foreign currency
futures contracts and options on futures are similar to those associated with
options on foreign currencies, as described above. For additional information on
the use of options on foreign currencies for non-hedging purposes, see "Currency
Transactions" below.

            Purchases or sales of stock or bond index futures contracts may be
used for hedging purposes to attempt to protect a Fund's current or intended
investments from broad fluctuations in stock or bond prices. For example, a Fund
may sell stock or bond index futures contracts in anticipation of or during a
market decline to attempt to offset the decrease in market value of the Fund's
portfolio securities that might otherwise result. If such decline occurs, the
loss in value of portfolio securities may be offset, in whole or part, by gains
on the futures position. When a Fund is not fully invested in the securities
market and anticipates a significant market advance, it may purchase stock or
bond index futures contracts in order to gain rapid market exposure that may, in
whole or in part, offset increases in the cost of securities that the Fund
intends to purchase. As such purchases are made, the corresponding positions in
stock or bond index futures contracts will be closed out.

            Options on futures contracts are options that call for the delivery
of futures contracts upon exercise. Options on futures contracts written or
purchased by a Fund will be traded on U.S. exchanges.

            The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities in a Fund's portfolio.
If the futures price at expiration of the option is below the exercise price, a
Fund will retain the full amount of the option premium, which provides a partial
hedge against any decline that may have occurred in the Fund's portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the securities or other instruments
required to be delivered under the terms of the futures contract. If the futures
price at expiration of the put option is higher than the exercise price, a Fund
will retain the full amount of the option premium, which provides a partial
hedge against any increase in the price of securities which the Fund intends to
purchase. If a put or call option a Fund has written is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its options on futures
positions, a Fund's losses from exercised options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.

            A Fund may purchase options on futures contracts for hedging
purposes instead of purchasing or selling the underlying futures contracts. For
example, where a decrease in the value of portfolio securities is anticipated as
a result of a projected market-wide decline or changes in interest or exchange
rates, a Fund could, in lieu of selling futures contracts, purchase put options
thereon. In the event that such decrease were to occur, it may be offset, in
whole or part, by a profit on the option. If the anticipated market decline were
not to occur, the Fund will suffer a loss equal to the price of the put. Where
it is projected that the value of securities to be acquired by a Fund will
increase prior to acquisition due to a market advance or changes in interest or
exchange rates, a Fund could purchase call options on futures contracts, rather
than purchasing the underlying futures contracts. If the market advances, the
increased cost of securities to be purchased may be offset by a profit on the
call. However, if the market declines, the Fund will suffer a loss equal to the
price of the call, but the securities that the Fund intends to purchase may be
less expensive.

            --Credit Default Swap Agreements. The "buyer" in a credit default
swap contract is obligated to pay the "seller" a periodic stream of payments
over the term of the contract in return for a contingent payment upon the
occurrence of a credit event with respect to an underlying reference obligation.
Generally, a credit event means bankruptcy, failure to pay, obligation
acceleration or restructuring. A Fund may be either the buyer or seller in the
transaction. As a seller, the Fund receives a fixed rate of income throughout
the term of the contract, which typically is between one month and ten years,
provided that no credit event occurs. If a credit event occurs, the Fund
typically must pay the contingent payment to the buyer. The contingent payment
will be either (i) the "par value" (full amount) of the reference obligation in
which case the Fund will receive the reference obligation in return, or (ii) an
amount equal to the difference between the par value and the current market
value of the obligation. The value of the reference obligation received by the
Fund as a seller if a credit event occurs, coupled with the periodic payments
previously received, may be less than the full notional value it pays to the
buyer, resulting in a loss of value to the Fund. If the Fund is a buyer and no
credit event occurs, the Fund will lose its periodic stream of payments over the
term of the contract. However, if a credit event occurs, the buyer typically
receives full notional value for a reference obligation that may have little or
no value.

            Credit default swaps may involve greater risks than if a Fund had
invested in the reference obligation directly. Credit default swaps are subject
to general market risk, liquidity risk and credit risk.

            --Currency Swaps. A Fund may enter into currency swaps for hedging
purposes in an attempt to protect against adverse changes in exchange rates
between the U.S. Dollar and other currencies or for non-hedging purposes as a
means of making direct investments in foreign currencies, as described below
under "Currency Transactions". Currency swaps involve the exchange by the Fund
with another party of a series of payments in specified currencies. Actual
principal amounts of currencies may be exchanged by the counterparties at the
initiation and again upon termination of the transaction. Since currency swaps
are individually negotiated, the Fund expects to achieve an acceptable degree of
correlation between its portfolio investments and its currency swaps positions.
Therefore the entire principal value of a currency swap is subject to the risk
that the other party to the swap will default on its contractual delivery
obligations. The Fund will not enter into any currency swap unless the credit
quality of the unsecured senior debt or the claims-paying ability of the other
party thereto is rated in the highest rating category of at least one nationally
recognized statistical rating organization ("NRSRO") at the time of entering
into the transaction. If there is a default by the other party to such a
transaction, a Fund will have contractual remedies pursuant to the agreements
related to the transactions.

            --Swaps: Interest Rate Transactions. A Fund may enter into interest
rate swap, swaption and cap or floor transactions, which may include preserving
a return or spread on a particular investment or portion of its portfolio or
protecting against an increase in the price of securities the Fund anticipates
purchasing at a later date. Unless there is a counterparty default, the risk of
loss to a Fund from interest rate transactions is limited to the net amount of
interest payments that the Fund is contractually obligated to make. If the
counterparty to an interest rate transaction defaults, the Fund's risk of loss
consists of the net amount of interest payments that the Fund is contractually
entitled to receive.

            Interest rate swaps involve the exchange by a Fund with another
party of payments calculated by reference to specified interest rates (e.g., an
exchange of floating rate payments for fixed-rate payments) computed based on a
contractually-based principal (or "notional") amount.

            An option on a swap agreement, also called a "swaption", is an
option that gives the buyer the right, but not the obligation, to enter into a
swap on a future date in exchange for paying a market-based "premium". A
receiver swaption gives the owner the right to receive the total return of a
specified asset, reference rate, or index. A payer swaption gives the owner the
right to pay the total return of a specified asset, reference rate, or index.
Swaptions also include options that allow an existing swap to be terminated or
extended by one of the counterparties.

            Interest rate caps and floors are similar to options in that the
purchase of an interest rate cap or floor entitles the purchaser, to the extent
that a specified index exceeds (in the case of a cap) or falls below (in the
case of a floor) a predetermined interest rate, to receive payments of interest
on a notional amount from the party selling the interest rate cap or floor.

            Caps and floors are less liquid than swaps. These transactions do
not involve the delivery of securities or other underlying assets or principal.
A Fund will enter into interest rate swap, swaptions, cap or floor transactions
only with counterparties who have credit ratings of at least A- (or the
equivalent) from any one NRSRO or counterparties with guarantors with debt
securities having such a rating.

            --Total Return Swaps. A Fund may enter into total return swaps in
order to take a "long" or "short" position with respect to an underlying
referenced asset. The Fund is subject to market price volatility of the
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 Fund will receive a payment or make a payment to the counterparty.

            --Variance and Correlation Swaps. A Fund may enter into variance or
correlation swaps in an attempt to hedge equity market risk or adjust exposure
to the equity markets. Variance swaps are contracts in which two parties agree
to exchange cash payments based on the difference between the stated level of
variance and the actual variance realized on an underlying asset or index.
Actual "variance" as used here is defined as the sum of the square of the
returns on the reference asset or index (which in effect is a measure of its
"volatility") over the length of the contract term. In other words, the parties
to a variance swap can be said to exchange actual volatility for a contractually
stated rate of volatility. Correlation swaps are contracts in which two parties
agree to exchange cash payments based on the differences between the stated and
the actual correlation realized on the underlying equity securities within a
given equity index. "Correlation" as used here is defined as the weighted
average of the correlations between the daily returns of each pair of securities
within a given equity index. If two assets are said to be closely correlated, it
means that their daily returns vary in similar proportions or along similar
trajectories.

            --Synthetic Foreign Equity Securities. A Fund may invest in
different types of derivatives generally referred to as synthetic foreign equity
securities. These securities may include international warrants or local access
products. International warrants are financial instruments issued by banks or
other financial institutions, which may or may not be traded on a foreign
exchange. International warrants are a form of derivative security that may give
holders the right to buy or sell an underlying security or a basket of
securities representing an index from or to the issuer of the warrant for a
particular price or may entitle holders to receive a cash payment relating to
the value of the underlying security or index, in each case upon exercise by the
Fund. Local access products are similar to options in that they are exercisable
by the holder for an underlying security or a cash payment based upon the value
of that security, but are generally exercisable over a longer term than typical
options. These types of instruments may be American style, which means that they
can be exercised at any time on or before the expiration date of the
international warrant, or European style, which means that they may be exercised
only on the expiration date.

            Other types of synthetic foreign equity securities in which a Fund
may invest include covered warrants and low exercise price warrants. Covered
warrants entitle the holder to purchase from the issuer, typically a financial
institution, upon exercise, common stock of an international company or receive
a cash payment (generally in U.S. Dollars). The issuer of the covered warrant
usually owns the underlying security or has a mechanism, such as owning equity
warrants on the underlying securities, through which they can obtain the
securities. The cash payment is calculated according to a predetermined formula,
which is generally based on the difference between the value of the underlying
security on the date of exercise and the strike price. Low exercise price
warrants are warrants with an exercise price that is very low relative to the
market price of the underlying instrument at the time of issue (e.g., one cent
or less). The buyer of a low exercise price warrant effectively pays the full
value of the underlying common stock at the outset. In the case of any exercise
of warrants, there may be a time delay between the time a holder of warrants
gives instructions to exercise and the time the price of the common stock
relating to exercise or the settlement date is determined, during which time the
price of the underlying security could change significantly. In addition, the
exercise or settlement date of the warrants may be affected by certain market
disruption events, such as difficulties relating to the exchange of a local
currency into U.S. Dollars, the imposition of capital controls by a local
jurisdiction or changes in the laws relating to foreign investments. These
events could lead to a change in the exercise date or settlement currency of the
warrants, or postponement of the settlement date. In some cases, if the market
disruption events continue for a certain period of time, the warrants may become
worthless resulting in a total loss of the purchase price of the warrants.

            A Fund's investments in synthetic foreign equity securities will be
those issued by entities deemed to be creditworthy by the Adviser, which will
monitor the creditworthiness of the issuers on an ongoing basis. Investments in
these instruments involve the risk that the issuer of the instrument may default
on its obligation to deliver the underlying security or cash in lieu thereof.
These instruments may also be subject to liquidity risk because there may be a
limited secondary market for trading the warrants. They are also subject, like
other investments in foreign securities, to foreign risk and currency risk.

            International warrants also include equity warrants, index warrants,
and interest rate warrants. Equity warrants are generally issued in conjunction
with an issue of bonds or shares, although they also may be issued as part of a
rights issue or scrip issue. When issued with bonds or shares, they usually
trade separately from the bonds or shares after issuance. Most warrants trade in
the same currency as the underlying stock (domestic warrants), but also may be
traded in different currency (euro-warrants). Equity warrants are traded on a
number of foreign exchanges and in over-the-counter markets. Index warrants and
interest rate warrants are rights created by an issuer, typically a financial
institution, entitling the holder to purchase, in the case of a call, or sell,
in the case of a put, respectively, an equity index or a specific bond issue or
interest rate index at a certain level over a fixed period of time. Index
warrants transactions settle in cash, while interest rate warrants can typically
be exercised in the underlying instrument or settle in cash.

            A Fund also may invest in long-term options of, or relating to,
international issuers. Long-term options operate much like covered warrants.
Like covered warrants, long term-options are call options created by an issuer,
typically a financial institution, entitling the holder to purchase from the
issuer outstanding securities of another issuer. Long-term options have an
initial period of one year or more, but generally have terms between three and
five years. Unlike U.S. options, long-term European options do not settle
through a clearing corporation that guarantees the performance of the
counterparty. Instead, they are traded on an exchange and subject to the
exchange's trading regulations.

            --Eurodollar Instruments. Eurodollar instruments are essentially
U.S. Dollar-denominated futures contracts or options thereon that are linked to
the London Interbank Offered Rate and are subject to the same limitations and
risks as other futures contracts and options.

            --Currency Transactions. A Fund may invest in non-U.S.
Dollar-denominated securities on a currency hedged or un-hedged basis. The
Adviser may actively manage the Fund's currency exposures and 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 options. The Adviser 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 Fund 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 Funds 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).

Forward Commitments and When-Issued and Delayed Delivery Securities
-------------------------------------------------------------------

            Forward commitments for the purchase or sale of securities may
include purchases on a "when-issued" basis or purchases or sales on a "delayed
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring (i.e., a "when, as and if issued"
trade). When forward commitment transactions are negotiated, the price is fixed
at the time the commitment is made. The Fund assumes the rights and risks of
ownership of the security, but the Fund does not pay for the securities until
they are received. If a Fund is fully or almost fully invested when forward
commitment purchases are outstanding, such purchases may result in a form of
leverage. Leveraging the portfolio in this manner may increase the Fund's
volatility of returns.

            The use of forward commitments enables a Fund to protect against
anticipated changes in exchange rates, interest rates and/or prices. For
instance, a Fund may enter into a forward contract when it enters into a
contract for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. Dollar price of the security
("transaction hedge"). In addition, when a Fund believes that a foreign currency
may suffer a substantial decline against the U.S. Dollar, it may enter into a
forward sale contract to sell an amount of that foreign currency approximating
the value of some or all of that Fund's securities denominated in such foreign
currency, or when the Fund believes that the U.S. Dollar may suffer a
substantial decline against a foreign currency, it may enter into a forward
purchase contract to buy that foreign currency for a fixed dollar amount
("position hedge"). If the Adviser were to forecast incorrectly the direction of
exchange rate movements, a Fund might be required to complete such when-issued
or forward transactions at prices inferior to the then current market values.

            When-issued securities and forward commitments may be sold prior to
the settlement date. If a Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition or dispose of its right to deliver
or receive against a forward commitment, it may incur a gain or loss. Any
significant commitment of Fund assets to the purchase of securities on a "when,
as and if issued" basis may increase the volatility of the Fund's NAV.

            At the time a Fund intends to enter into a forward commitment, it
will record the transaction and thereafter reflect the value of the security
purchased or, if a sale, the proceeds to be received, in determining its NAV.
Any unrealized appreciation or depreciation reflected in such valuation of a
"when, as and if issued" security would be canceled in the event that the
required conditions did not occur and the trade was canceled.

            Purchases of securities on a forward commitment or when-issued basis
may involve more risk than other types of purchases. For example, by committing
to purchase securities in the future, a Fund subjects itself to a risk of loss
on such commitments as well as on its portfolio securities. Also, a Fund may
have to sell assets which have been set aside in order to meet redemptions. In
addition, if a Fund determines it is advisable as a matter of investment
strategy to sell the forward commitment or "when-issued" or "delayed delivery"
securities before delivery, that Fund may incur a gain or loss because of market
fluctuations since the time the commitment to purchase such securities was made.
Any such gain or loss would be treated as a capital gain or loss for tax
purposes. When the time comes to pay for the securities to be purchased under a
forward commitment or on a "when-issued" or "delayed delivery" basis, the Fund
will meet its obligations from the then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale of
the forward commitment or "when-issued" or "delayed delivery" securities
themselves (which may have a value greater or less than the Fund's payment
obligation). No interest or dividends accrue to the purchaser prior to the
settlement date for securities purchased or sold under a forward commitment. In
addition, in the event the other party to the transaction files for bankruptcy,
becomes insolvent, or defaults on its obligation, a Fund may be adversely
affected.

Illiquid Securities
-------------------

            A Fund will not invest in illiquid securities if immediately after
such investment more than 15% or such other amount permitted by guidance
regarding the 1940 Act of the Fund's net assets would be invested in such
securities. For this purpose, illiquid securities include, among others, (a)
direct placements or other securities which are subject to legal or contractual
restrictions on resale or for which there is no readily available market (e.g.,
trading in the security is suspended or, in the case of unlisted securities,
market makers do not exist or will not entertain bids or offers), (b) options
purchased by a Fund over-the-counter and the cover for options written by the
Fund over-the-counter, and (c) repurchase agreements not terminable within seven
days. Securities that have legal or contractual restrictions on resale but have
a readily available market are not deemed illiquid for purposes of this
limitation.

            Mutual funds do not typically hold a significant amount of
restricted securities (securities that are subject to restrictions on resale to
the general public) or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund may also have to take certain steps
or wait a certain amount of time in order to remove the transfer restrictions
for such restricted securities in order to dispose of them, resulting in
additional expense and delay.

            Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act") allows a broader institutional trading market for securities
otherwise subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act for resales of certain securities to qualified institutional buyers. An
insufficient number of qualified institutional buyers interested in purchasing
certain restricted securities held by a Fund, however, could affect adversely
the marketability of such portfolio securities and the Fund might be unable to
dispose of such securities promptly or at reasonable prices.

            The Adviser, acting under the oversight of the Boards, will monitor
the liquidity of restricted securities in a Fund that are eligible for resale
pursuant to Rule 144A. In reaching liquidity decisions, the Adviser will
consider, among others, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers issuing quotations to
purchase or sell the security; (3) the number of other potential purchasers of
the security; (4) the number of dealers undertaking to make a market in the
security; (5) the nature of the security (including its unregistered nature) and
the nature of the marketplace for the security (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of the
transfer); and (6) any applicable Securities and Exchange Commission ("SEC")
interpretation or position with respect to such type of securities.

Investment in Exchange-Traded Funds and Other Investment Companies
------------------------------------------------------------------

            A Fund may invest in shares of ETFs, subject to the restrictions and
limitations of the 1940 Act, or any applicable rules, exemptive orders or
regulatory guidance. ETFs are pooled investment vehicles, which may be managed
or unmanaged, that generally seek to track the performance of a specific index.
ETFs will not track their underlying indices precisely since the ETFs have
expenses and may need to hold a portion of their assets in cash, unlike the
underlying indices, and the ETFs may not invest in all of the securities in the
underlying indices in the same proportion as the indices for varying reasons. A
Fund will incur transaction costs when buying and selling ETF shares, and
indirectly bear the expenses of the ETFs. In addition, the market value of an
ETF's shares, which are based on supply and demand in the market for the ETFs
shares, may differ from their NAV. Accordingly, there may be times when an ETF's
shares trade at a discount to its NAV.

            A Fund may also invest in investment companies other than ETFs, as
permitted by the 1940 Act or the rules and regulations thereunder. As with ETF
investments, if the Fund acquires shares in other investment companies,
shareholders would bear, indirectly, the expenses of such investment companies
(which may include management and advisory fees), which are in addition to the
Fund's expenses. The Funds intend to invest uninvested cash balances in an
affiliated money market fund as permitted by Rule 12d1-1 under the 1940 Act.

Loans of Portfolio Securities
-----------------------------

            A Fund may seek to increase income by lending portfolio securities
to brokers, dealers, and financial institutions ("borrowers") to the extent
permitted under the 1940 Act or the rules or regulations thereunder (as such
statute, rules, or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act. Under
the securities lending program, all securities loans will be secured continually
by cash collateral. A principal risk in lending portfolio securities is that the
borrower will fail to return the loaned securities upon termination of the loan
and, that the collateral will not be sufficient to replace the loaned securities
upon the borrower's default.

            In determining whether to lend securities to a particular borrower,
the Adviser (subject to oversight by the Boards) will consider all relevant
facts and circumstances, including the creditworthiness of the borrower. The
loans would be made only to firms deemed by the Adviser to be creditworthy and
when, in the judgment of the Adviser, the consideration that can be earned
currently from securities loans of this type justifies the attendant risk. A
Fund will be compensated for the loan from a portion of the net return from the
interest earned on the cash collateral after a rebate paid to the borrower
(which may be a negative amount - i.e., the borrower may pay a fee to the Fund
in connection with the loan) and payments for fees paid to the securities
lending agent and for certain other administrative expenses.

            A Fund will have the right to call a loan and obtain the securities
loaned on notice to the borrower within the normal and customary settlement time
for the securities. While securities are on loan, the borrower is obligated to
pay the Fund amounts equal to any income or other distribution from the
securities.

            A Fund will invest any cash collateral in a money market fund that
complies with Rule 2a-7, has been approved by the Board and is expected to be
advised by the Adviser. Any such investment of cash collateral will be subject
to the money market fund's investment risk. The Funds may pay reasonable
finders', administrative, and custodial fees in connection with a loan.

            A Fund will not have the right to vote any securities having voting
rights during the existence of the loan. The Fund will have the right to regain
record ownership of loaned securities or equivalent securities in order to
exercise voting or ownership rights. When the Fund lends its securities, its
investment performance will continue to reflect the value of securities on loan.

Preferred Stock
---------------

            A Fund may invest in preferred stock. Preferred stock is an equity
security that has features of debt because it generally entitles the holder to
periodic payments at a fixed rate of return. Preferred stock is subordinated to
any debt the issuer has outstanding but has liquidation preference over common
stock. Accordingly, preferred stock dividends are not paid until all debt
obligations are first met. Preferred stock may be subject to more fluctuations
in market value, due to changes in market participants' perceptions of the
issuer's ability to continue to pay dividends, than debt of the same issuer.

Real Estate Investment Trusts
-----------------------------

            Real Estate Investment Trusts ("REITs") are pooled investment
vehicles that invest primarily in income-producing real estate or real estate
related loans or interests. REITs are generally classified as equity REITs,
mortgage REITs or a combination of equity and mortgage REITs. Equity REITs
invest the majority of their assets directly in real property and derive income
primarily from the collection of rents. Equity REITs can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITs
invest the majority of their assets in real estate mortgages and derive income
from the collection of interest and principal payments. Similar to investment
companies such as the Funds, REITs are not taxed on income distributed to
shareholders provided they comply with several requirements of the United States
Internal Revenue Code of 1986, as amended (the "Code"). A Fund will indirectly
bear its proportionate share of expenses incurred by REITs in which the Fund
invests in addition to the expenses incurred directly by the Fund.

            Investing in REITs involves certain unique risks in addition to
those risks associated with investing in the real estate industry in general.
Equity REITs may be affected by changes in the value of the underlying property
owned by the REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are not
diversified, and are subject to heavy cash flow dependency, default by borrowers
and self-liquidation.

            Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have had more price
volatility than larger capitalization stocks.

            REITs are subject to the possibilities of failing to qualify for
tax-free pass-through of income under the Code and failing to maintain their
exemptions from registration under the 1940 Act. REITs (especially mortgage
REITs) also are subject to interest rate risks. When interest rates decline, the
value of a REIT's investment in fixed-rate obligations can be expected to rise.
Conversely, when interest rates rise, the value of a REIT's investment in
fixed-rate obligations can be expected to decline. In contrast, as interest
rates on adjustable rate mortgage loans are reset periodically, yields on a
REIT's investments in such loans will gradually align themselves to reflect
changes in market interest rates, causing the value of such investments to
fluctuate less dramatically in response to interest rate fluctuations than would
investments in fixed-rate obligations.

Repurchase Agreements and Buy/Sell Back Transactions
----------------------------------------------------

            A repurchase agreement is an agreement by which a Fund purchases a
security and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed-upon price and date, normally one day or a week later. The
purchase and repurchase obligations are transacted under one document. The
resale price is greater than the purchase price, reflecting an agreed-upon
"interest rate" that is effective for the period of time the buyer's money is
invested in the security, and which is related to the current market rate of the
purchased security rather than its coupon rate. During the term of the
repurchase agreement, a Fund monitors on a daily basis the market value of the
securities subject to the agreement and, if the market value of the securities
falls below the resale amount provided under the repurchase agreement, the
seller under the repurchase agreement is required to provide additional
securities or cash equal to the amount by which the market value of the
securities falls below the resale amount. Because a repurchase agreement permits
a Fund to invest temporarily available cash on a fully-collateralized basis,
repurchase agreements permit the Fund to earn a return on temporarily available
cash while retaining "overnight" flexibility in pursuit of investments of a
longer-term nature. Repurchase agreements may exhibit the characteristics of
loans by a Fund.

            The obligation of the seller under the repurchase agreement is not
guaranteed, and there is a risk that the seller may fail to repurchase the
underlying security, whether because of the seller's bankruptcy or otherwise. In
such event, the Fund would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. A Fund may incur
various expenses in connection with the exercise of its rights and may be
subject to various delays and risks of loss, including (a) possible declines in
the value of the underlying securities, (b) possible reduction in levels of
income and (c) lack of access to the securities (if they are held through a
third-party custodian) and possible inability to enforce the Fund's rights. The
Fund's Board has established procedures, which are periodically reviewed by the
Board, pursuant to which the Adviser monitors the creditworthiness of the
dealers with which the Fund enters into repurchase agreement transactions.

            A Fund may enter into repurchase agreements pertaining to U.S.
Government securities with member banks of the Federal Reserve System or
"primary dealers" (as designated by the Federal Reserve Bank of New York) in
such securities. There is no percentage restriction on a Fund's ability to enter
into repurchase agreements. Currently, each Fund intends to enter into
repurchase agreements only with its custodian and such primary dealers.

            A Fund may enter into buy/sell back transactions, which are similar
to repurchase agreements. In this type of transaction, a Fund enters a trade to
buy securities at one price and simultaneously enters a trade to sell the same
securities at another price on a specified date. Similar to a repurchase
agreement, the repurchase price is higher than the sale price and reflects
current interest rates. Unlike a repurchase agreement, however, the buy/sell
back transaction, though done simultaneously, is two separate legal agreements.
A buy/sell back transaction also differs from a repurchase agreement in that the
seller is not required to provide margin payments if the value of the securities
falls below the repurchase price because the transaction is two separate
transactions. Each Fund has the risk of changes in the value of the purchased
security during the term of the buy/sell back agreement although these
agreements typically provide for the repricing of the original transaction at a
new market price if the value of the security changes by a specific amount.

Reverse Repurchase Agreements
-----------------------------

            Reverse repurchase agreements involve sales by a Fund of portfolio
assets concurrently with an agreement by the Fund to repurchase the same assets
at a later date at a fixed price. During the reverse repurchase agreement
period, a Fund continues to receive principal and interest payments on these
securities. Generally, the effect of such a transaction is that the Fund can
recover all or most of the cash invested in the portfolio securities involved
during the term of the reverse repurchase agreement, while it will be able to
keep the interest income associated with those portfolio securities. Such
transactions are advantageous only if the interest cost to the Fund of the
reverse repurchase transaction is less than the cost of otherwise obtaining the
cash.

            Reverse repurchase agreements are considered to be a loan to a Fund
by the counterparty, collateralized by the assets subject to repurchase because
the incidents of ownership are retained by the Fund. By entering into reverse
repurchase agreements, a Fund obtains additional cash to invest in other
securities. A Fund may use reverse repurchase agreements for borrowing purposes
if it believes that the cost of this form of borrowing will be lower than the
cost of bank borrowing. Reverse repurchase agreements create leverage and are
speculative transactions because they allow a Fund to achieve a return on a
larger capital base relative to its NAV. The use of leverage creates the
opportunity for increased income for a Fund's shareholders when the Fund
achieves a higher rate of return on the investment of the reverse repurchase
agreement proceeds than it pays in interest on the reverse repurchase
transactions. However, there is the risk that returns could be reduced if the
rates of interest on the investment proceeds do not exceed the interest paid by
a Fund on the reverse repurchase transactions.

            Reverse repurchase agreements involve the risk that the market value
of the securities the Fund is obligated to repurchase under the agreement may
decline below the repurchase price. In the event the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund's
use of the proceeds of the agreement may be restricted, pending a determination
by the other party, or its trustee or receiver, whether to enforce the Fund's
obligation to repurchase the securities.

Rights and Warrants
-------------------

            A Fund may invest in rights and warrants, which entitle the holder
to buy equity securities at a specific price for a specific period of time, but
will do so only if the equity securities themselves are deemed appropriate by
the Adviser for inclusion in a Fund's portfolio. Rights and warrants may be
considered more speculative than certain other types of investments in that they
do not entitle a holder to dividends or voting rights with respect to the
securities which may be purchased nor do they represent any rights in the assets
of the issuing company. Also, the value of a right or warrant does not
necessarily change with the value of the underlying securities and a right or
warrant ceases to have value if it is not exercised prior to the expiration
date.

Short Sales
-----------

            A Fund may make short sales of securities or maintain a short
position. A short sale is effected by selling a security that a Fund does not
own, or if the Fund does own such security, it is not to be delivered upon
consummation of sale. A short sale is against the box to the extent that the
Fund contemporaneously owns or has the right to obtain securities identical to
those sold. A short sale of a security involves the risk that, instead of
declining, the price of the securities sold short will rise. If the price of the
security sold short increases between the time of the short sale and the time a
Fund replaces the borrowed security, the Fund will incur a loss; conversely, if
the price declines, the Fund will realize a capital gain. Although the Fund's
gain is limited to the price at which it sold the security short, its potential
loss is unlimited since there is a theoretically unlimited potential for the
market price of equity securities of the security sold short to increase. Short
sales may be used in some cases by a Fund to defer the realization of gain or
loss for federal income tax purposes on securities then owned by the Fund. See
"Dividends, Distributions and Taxes-Tax Straddles" for a discussion of certain
special federal income tax considerations that may apply to short sales which
are entered into by the Fund.

Special Situations
------------------

            A Fund may invest in special situations from time to time. A special
situation arises when, in the opinion of the Fund's management, the securities
of a particular company will, within a reasonably estimable period of time, be
accorded market recognition at an appreciated value solely by reason of a
development particularly or uniquely applicable to that company and regardless
of general business conditions or movements of the market as a whole.
Developments creating special situations might include, among others, the
following: liquidations, reorganizations, recapitalizations or mergers, material
litigation, technological breakthroughs and new management or management
policies. Although large and well-known companies may be involved, special
situations often involve much greater risk than is inherent in ordinary
investment securities.

Standby Commitment Agreements
-----------------------------

            A Fund may, from time to time, enter into standby commitment
agreements. Such agreements commit a Fund, for a stated period of time, to
purchase a stated amount of a security that may be issued and sold to the Fund
at the option of the issuer. The price and coupon of the security are fixed at
the time of the commitment. At the time of entering into the agreement a Fund is
paid a commitment fee, regardless of whether or not the security is ultimately
issued, which is typically approximately 0.5% of the aggregate purchase price of
the security which the Fund has committed to purchase. The fee is payable
whether or not the security is ultimately issued. A Fund will enter into such
agreements only for the purpose of investing in the security underlying the
commitment at a yield and price which are considered advantageous to the Fund
and which are unavailable on a firm commitment basis.

            There can be no assurance that the securities subject to a standby
commitment will be issued and the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, a Fund
will bear the risk of capital loss in the event the value of the security
declines and may not benefit from an appreciation in the value of the security
during the commitment period if the issuer decides not to issue and sell the
security to the Fund.

            The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the
security can reasonably be expected to be issued and the value of the security
will thereafter be reflected in the calculation of a Fund's NAV. The cost basis
of the security will be adjusted by the amount of the commitment fee. In the
event the security is not issued, the commitment fee will be recorded as income
on the expiration date of the standby commitment.

Structured Products
-------------------

            A Fund may invest in structured products. Structured products,
including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depositary
instrument. Generally, the principal amount, amount payable upon maturity or
redemption, or interest rate of a structured product is tied (either positively
or negatively) to prices, changes in prices, or differences between prices, of
underlying assets, such as securities, currencies, intangibles, goods, articles
or commodities or by reference to an unrelated benchmark related to an objective
index, economic factor or other measure, such as interest rates, currency
exchange rates, commodity indices, and securities indices. The interest rate or
(unlike most fixed-income securities) the principal amount payable at maturity
of a structured product may be increased or decreased depending on changes in
the value of the underlying asset or benchmark.

            Structured products may take a variety of forms. Most commonly, they
are in the form of debt instruments with interest or principal payments or
redemption terms determined by reference to the value of a currency or commodity
or securities index at a future point in time, but may also be issued as
preferred stock with dividend rates determined by reference to the value of a
currency or convertible securities with the conversion terms related to a
particular commodity.

            Investing in structured products may be more efficient and less
expensive for a Fund than investing in the underlying assets or benchmarks and
the related derivative. These investments can be used as a means of pursuing a
variety of investment goals, including currency hedging, duration management and
increased total return. In addition, structured products may be a tax-advantaged
investment in that they generate income that may be distributed to shareholders
as income rather than short-term capital gains that may otherwise result from a
derivatives transaction.

            Structured products, however, have more risk than traditional types
of debt or other securities. These products may not bear interest or pay
dividends. The value of a structured product or its interest rate may be a
multiple of a benchmark and, as a result, may be leveraged and move (up or down)
more steeply and rapidly than the benchmark. Under certain conditions, the
redemption value of a structured product could be zero. Structured products are
potentially more volatile and carry greater market risks than traditional debt
instruments. The prices of the structured instrument and the benchmark or
underlying asset may not move in the same direction or at the same time.
Structured products may be less liquid and more difficult to price than less
complex securities or instruments or more traditional debt securities. The risk
of these investments can be substantial with the possibility that the entire
principal amount is at risk. The purchase of structured products also exposes a
Fund to the credit risk of the issuer of the structured product.

            Structured Notes and Indexed Securities: The Fund may invest in a
particular type of structured instrument sometimes referred to as a "structured
note". The terms of these notes may be structured by the issuer and the
purchaser of the note. Structured notes are derivative debt instruments, the
interest rate or principal of which is determined by an unrelated indicator (for
example, a currency, security, commodity or index thereof). Indexed securities
may include structured notes as well as securities other than debt securities,
the interest rate or principal of which is determined by an unrelated indicator.
The terms of structured notes and indexed securities may provide that in certain
circumstances no principal is due at maturity, which may result in a total loss
of invested capital. Structured notes and indexed securities may be positively
or negatively indexed, so that appreciation of the unrelated indicator may
produce an increase or a decrease in the interest rate or the value of the
structured note or indexed security at maturity may be calculated as a specified
multiple of the change in the value of the unrelated indicator. Therefore, the
value of such notes and securities may be very volatile. Structured notes and
indexed securities may entail a greater degree of market risk than other types
of debt securities because the investor bears the risk of the unrelated
indicator. Structured notes or indexed securities also may be more volatile,
less liquid, and more difficult to accurately price than less complex securities
and instruments or more traditional debt securities.

            Commodity Index-Linked Notes and Commodity-Linked Notes: Structured
products may provide exposure to the commodities markets. These structured notes
may include leveraged or unleveraged commodity index-linked notes, which are
derivative debt instruments with principal and/or coupon payments linked to the
performance of commodity indices. They also include commodity-linked notes with
principal and/or coupon payments linked to the value of particular commodities
or commodities futures contracts, or a subset of commodities and commodities
future contracts. The value of these notes will rise or fall in response to
changes in the underlying commodity, commodity futures contract, subset of
commodities or commodities futures contracts or commodity index. These notes
expose the Fund economically to movements in commodity prices. These notes also
are subject to risks, such as credit, market and interest rate risks, that in
general affect the values of debt securities. In addition, these notes are often
leveraged, increasing the volatility of each note's market value relative to
changes in the underlying commodity, commodity futures contract or commodity
index. Therefore, the Fund might receive interest or principal payments on the
note that are determined based upon a specified multiple of the change in value
of the underlying commodity, commodity futures contract or index.

            Credit-Linked Securities: Credit-linked securities are issued by a
limited purpose trust or other vehicle that, in turn, invests in a basket of
derivative instruments, such as credit default swaps, interest rate swaps and
other securities, in order to provide exposure to certain high-yield or
other fixed-income markets. For example, a Fund may invest in credit-linked
securities as a cash management tool in order to gain exposure to certain
high-yield markets and/or to remain fully invested when more traditional income
producing securities are not available. Like an investment in a bond,
investments in credit-linked securities represent the right to receive periodic
income payments (in the form of distributions) and payment of principal at the
end of the term of the security. However, these payments are conditioned on the
trust's receipt of payments from, and the trust's potential obligations to, the
counterparties to the derivative instruments and other securities in which the
trust invests. For instance, the trust may sell one or more credit default
swaps, under which the trust would receive a stream of payments over the term of
the swap agreements provided that no event of default has occurred with respect
to the referenced debt obligation upon which the swap is based. If a default
occurs, the stream of payments may stop and the trust would be obligated to pay
the counterparty the par value (or other agreed-upon value) of the referenced
debt obligation. This, in turn, would reduce the amount of income and principal
that a Fund would receive as an investor in the trust. A Fund's investments in
these instruments are indirectly subject to the risks associated with derivative
instruments, including, among others, credit risk, default or similar event
risk, counterparty risk, interest rate risk, and leverage risk and management
risk. These securities are generally structured as Rule 144A securities so that
they may be freely traded among institutional buyers. However, changes in the
market for credit-linked securities or the availability of willing buyers may
result in the securities becoming illiquid.

Certain Risk and Other Considerations
-------------------------------------

            Borrowing and Use of Leverage. A Fund may use borrowings for
investment purposes subject to the restrictions of the 1940 Act. Borrowings by a
Fund result in the leveraging of a Fund's shares of common stock. The proceeds
of such borrowings will be invested in accordance with the Fund's investment
objectives and policies. A Fund also may create leverage through the use of
derivatives or use leverage for investment purposes by entering into
transactions such as reverse repurchase agreements and forward contracts. This
means that the Fund will use the cash proceeds made available during the terms
of these transactions to make investments in other securities.

            Utilization of leverage, which is usually considered speculative,
however, involves certain risks to a Fund's shareholders. These include a higher
volatility of the NAV of the Fund's shares of common stock and the relatively
greater effect on the NAV of the shares caused by favorable or adverse changes
in market conditions or interest rates. So long as the Fund is able to realize a
net return on the leveraged portion of its investment portfolio that is higher
than the interest expense paid on borrowings, or the carrying costs of leveraged
transactions, the effect of leverage will be to cause the Fund's shareholders to
realize higher current net investment income than if the Fund were not
leveraged. However, to the extent that the interest expense on borrowings, or
the carrying costs of leveraged transactions approaches the return on the
leveraged portion of a Fund's investment portfolio, the benefit of leverage to
the Fund's shareholders will be reduced, and if the interest expense on
borrowings or carrying costs of leveraged transactions were to exceed the net
return to shareholders, the Fund's use of leverage would result in a lower rate
of return than if the Fund were not leveraged. Similarly, the effect of leverage
in a declining market could be a greater decrease in NAV per share than if the
Fund were not leveraged. In an extreme case, if a Fund's current investment
income were not sufficient to meet the interest expense on borrowings or the
carrying costs of leveraged transactions, it could be necessary for the Fund to
liquidate certain of its investments, thereby reducing the NAV of the Fund's
shares.

            Certain transactions, such as derivatives transactions, forward
commitments, reverse repurchase agreements and short sales, involve leverage and
may expose a Fund to potential losses that, in some cases, may exceed the amount
originally invested by the Fund. When a Fund engages in such transactions, it
will, in accordance with guidance provided by the SEC or its staff in, among
other things, regulations, interpretative releases and no-action letters,
deposit in a segregated account certain liquid assets with a value at least
equal to the Fund's exposure, on a marked-to-market or on another relevant
basis, to the transaction. Transactions for which assets have been segregated
will not be considered "senior securities" for purposes of the Fund's investment
restriction concerning senior securities. The segregation of assets is intended
to enable a Fund to have assets available to satisfy its obligations with
respect to these transactions, but will not limit the Fund's exposure to loss.

            Risks of Investments in Foreign Securities. Investors should
understand and consider carefully the substantial risks involved in securities
of foreign companies and governments of foreign nations, some of which are
referred to below, and which are in addition to the usual risks inherent in
domestic investments. Investing in securities of non-U.S. companies which are
generally denominated in foreign currencies, and utilization of derivative
investment products denominated in, or the value of which is dependent upon
movements in the relative value of, a foreign currency, involve certain
considerations comprising both risk and opportunity not typically associated
with investing in U.S. companies. These considerations include changes in
exchange rates and exchange control regulations, political and social
instability, expropriation, imposition of foreign taxes, less liquid markets and
less available information than are generally the case in the United States,
higher transaction costs, less government supervision of exchanges, brokers and
issuers, difficulty in enforcing contractual obligations, lack of uniform
accounting and auditing standards and greater price volatility.

            There is generally less publicly available information about foreign
companies comparable to reports and ratings that are published about companies
in the United States. Foreign issuers are subject to accounting and financial
standards and requirements that differ, in some cases significantly, from those
applicable to U.S. issuers. In particular, the assets and profits appearing on
the financial statements of a foreign issuer may not reflect its financial
position or results of operations in the way they would be reflected had the
financial statement been prepared in accordance with U.S. generally accepted
accounting principles. In addition, for an issuer that keeps accounting records
in local currency, inflation accounting rules in some of the countries in which
the Fund may invest require, for both tax and accounting purposes, that certain
assets and liabilities be restated on the issuer's balance sheet in order to
express items in terms of currency of constant purchasing power. Inflation
accounting may indirectly generate losses or profits. Consequently, financial
data may be materially affected by restatements for inflation and may not
accurately reflect the real condition of those issuers and securities markets.
Substantially less information is publicly available about certain non-U.S.
issuers than is available about U.S. issuers.

            It is contemplated that foreign securities will be purchased in
over-the-counter markets or on stock exchanges located in the countries in which
the respective principal offices of the issuers of the various securities are
located, if that is the best available market. Foreign securities markets are
generally not as developed or efficient as those in the United States. While
growing in volume, they usually have substantially less volume than the New York
Stock Exchange (the "Exchange"), and securities of some foreign companies are
less liquid and more volatile than securities of comparable United States
companies. Similarly, volume and liquidity in most foreign bond markets are less
than in the United States and, at times, volatility of price can be greater than
in the United States. Fixed commissions on foreign stock exchanges are generally
higher than negotiated commissions on United States exchanges, although a Fund
will endeavor to achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and regulation of
stock exchanges, brokers and listed companies than in the United States.

            Expropriation, confiscatory taxation, nationalization, political,
economic or social instability or other similar developments, such as military
coups, have occurred in the past in countries in which a Fund may invest and
could adversely affect a Fund's assets should these conditions or events recur.

            Foreign investment in certain foreign securities is restricted or
controlled to varying degrees. These restrictions or controls may at times limit
or preclude foreign investment in certain foreign securities and increase the
costs and expenses of a Fund. Certain countries in which the Fund may invest
require governmental approval prior to investments by foreign persons, limit the
amount of investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of securities of an
issuer that may have less advantageous rights than the classes available for
purchase by domiciliaries of the countries and/or impose additional taxes on
foreign investors.

            Certain countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in a
country's balance of payments, the country could impose temporary restrictions
on foreign capital remittances.

            Income from certain investments held by a Fund could be reduced by
foreign income taxes, including withholding taxes. It is impossible to determine
the effective rate of foreign tax in advance. A Fund's NAV may also be affected
by changes in the rates or methods of taxation applicable to that Fund or to
entities in which that Fund has invested. The Adviser generally will consider
the cost of any taxes in determining whether to acquire any particular
investments, but can provide no assurance that the tax treatment of investments
held by a Fund will not be subject to change. A shareholder otherwise subject to
United States federal income taxes may, subject to certain limitations, be
entitled to claim a credit or deduction for U.S. federal income tax purposes for
his or her proportionate share of such foreign taxes paid by the Fund. See "U.S.
Federal Income Taxes".

            Investors should understand that the expense ratio of a fund
investing in foreign securities may be higher than investment companies
investing only in domestic securities since, among other things, the cost of
maintaining the custody of foreign securities is higher and the purchase and
sale of portfolio securities may be subject to higher transaction charges, such
as stamp duties and turnover taxes.

            For many foreign securities, there are U.S. Dollar-denominated ADRs
which are traded in the United States on exchanges or over-the-counter and for
which market quotations are readily available. ADRs do not lessen the foreign
exchange risk inherent in investing in the securities of foreign issuers.
However, by investing in ADRs rather than directly in stock of foreign issuers,
a Fund can avoid currency risks which might occur during the settlement period
for either purchases or sales.

            Foreign Currency Transactions. A Fund may invest in securities
denominated in foreign currencies and a corresponding portion of the Fund's
revenues will be received in such currencies. In addition, a Fund may conduct
foreign currency transactions for hedging and non-hedging purposes on a spot
(i.e., cash) basis or through the use of derivatives transactions, such as
forward currency exchange contracts, currency futures and options thereon, and
options on currencies as described above. The dollar equivalent of a Fund's net
assets and distributions will be adversely affected by reductions in the value
of certain foreign currencies relative to the U.S. Dollar. Such changes will
also affect a Fund's income. A Fund will, however, have the ability to attempt
to protect itself against adverse changes in the values of foreign currencies by
engaging in certain of the investment practices listed above. While a Fund has
this ability, there is no certainty as to whether and to what extent the Fund
will engage in these practices.

            Currency exchange rates may fluctuate significantly over short
periods of time causing, along with other factors, a Fund's NAV to fluctuate.
Currency exchange rates generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or anticipated changes in interest rates and other
complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by the intervention of U.S. or foreign
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad. To the extent
a Fund's total assets, adjusted to reflect the Fund's net position after giving
effect to currency transactions, is denominated or quoted in the currencies of
foreign countries, the Fund will be more susceptible to the risk of adverse
economic and political developments within those countries.

            A Fund will incur costs in connection with conversions between
various currencies. A Fund may hold foreign currency received in connection with
investments when, in the judgment of the Adviser, it would be beneficial to
convert such currency into U.S. Dollars at a later date, based on anticipated
changes in the relevant exchange rate. If the value of the foreign currencies in
which a Fund receives income falls relative to the U.S. Dollar between receipt
of the income and the making of Fund distributions, the Fund may be required to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. Dollars to meet the distribution requirements that the Fund must
satisfy to qualify as a regulated investment company for federal income tax
purposes. Similarly, if the value of a particular foreign currency declines
between the time a Fund incurs expenses in U.S. Dollars and the time cash
expenses are paid, the amount of the currency required to be converted into U.S.
Dollars in order to pay expenses in U.S. Dollars could be greater than the
equivalent amount of such expenses in the currency at the time they were
incurred. In light of these risks, the Fund may engage in certain currency
hedging transactions, which themselves, involve certain special risks.

            Risks of Forward Currency Exchange Contracts, Foreign Currency
Futures Contracts and Options thereon, Options on Foreign Currencies,
Over-the-Counter Options on Securities and Swaps. Transactions in forward
currency exchange contracts, as well as futures and options on foreign
currencies, are subject to all of the correlation, liquidity and other risks
outlined above. In addition, however, such transactions are subject to the risk
of governmental actions affecting trading in or the prices of currencies
underlying such contracts, which could restrict or eliminate trading and could
have a substantial adverse effect on the value of positions held by a Fund. In
addition, the value of such positions could be adversely affected by a number of
other complex political and economic factors applicable to the countries issuing
the underlying currencies.

            Further, unlike trading in most other types of instruments, there is
no systematic reporting of last sale information with respect to the foreign
currencies underlying contracts thereon. As a result, the available information
on which trading decisions will be based may not be as complete as the
comparable data on which a Fund makes investment and trading decisions in
connection with other transactions. Moreover, because the foreign currency
market is a global, twenty-four hour market, events could occur in that market
but will not be reflected in the forward, futures or options markets until the
following day, thereby preventing a Fund from responding to such events in a
timely manner.

            Settlements of exercises of over-the-counter forward currency
exchange contracts or foreign currency options generally must occur within the
country issuing the underlying currency, which in turn requires traders to
accept or make delivery of such currencies in conformity with any U.S. or
foreign restrictions and regulations regarding the maintenance of foreign
banking relationships and fees, taxes or other charges.

            Unlike transactions entered into by a Fund in futures contracts and
exchange-traded options, options on foreign currencies, forward currency
exchange contracts, over-the-counter options on securities and securities
indices, and swaps may not be traded on contract markets regulated by the CFTC
or (with the exception of certain foreign currency options) the SEC. Such
instruments may instead be traded through financial institutions acting as
market-makers, although foreign currency options are also traded on certain
national securities exchanges, such as the Philadelphia Stock Exchange and the
Chicago Board Options Exchange, that are subject to SEC regulation. In an
over-the-counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there are no daily
price fluctuation limits, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the purchaser of an
option cannot lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, the option writer could lose
amounts substantially in excess of the initial investment due to the margin and
collateral requirements associated with such positions.

            In addition, over-the-counter transactions can be entered into only
with a financial institution willing to take the opposite side, as principal, of
a Fund's position unless the institution acts as broker and is able to find
another counterparty willing to enter into the transaction with the Fund. Where
no such counterparty is available, it will not be possible to enter into a
desired transaction. There also may be no liquid secondary market in the trading
of over-the-counter contracts, and a Fund could be required to retain options
purchased or written, or forward currency exchange contracts or swaps entered
into, until exercise, expiration or maturity. This in turn could limit the
Fund's ability to profit from open positions or to reduce losses experienced,
and could result in greater losses.

            Further, over-the-counter transactions are not subject to the
guarantee of an exchange clearinghouse, and a Fund will therefore be subject to
the risk of default by, or the bankruptcy of, the financial institution serving
as its counterparty. A Fund will enter into an over-the-counter transaction only
with parties whose creditworthiness has been reviewed and found to be
satisfactory by the Adviser.

            Transactions in over-the-counter options on foreign currencies are
subject to a number of conditions regarding the commercial purpose of the
purchaser of such option. A Fund is not able to determine at this time whether
or to what extent additional restrictions on the trading of over-the-counter
options on foreign currencies may be imposed at some point in the future, or the
effect that any such restrictions may have on the hedging strategies to be
implemented by the Fund.

            Options on foreign currencies traded on national securities
exchanges are within the jurisdiction of the SEC, as are other securities traded
on such exchanges. As a result, many of the protections provided to traders on
organized exchanges will be available with respect to such transactions. In
particular, all foreign currency option positions entered into on a national
securities exchange are cleared and guaranteed by the Options Clearing
Corporation ("OCC"), thereby reducing the risk of counterparty default. Further,
a liquid secondary market in options traded on a national securities exchange
may be more readily available than in the over-the-counter market, potentially
permitting the Fund to liquidate open positions at a profit prior to exercise or
expiration, or to limit losses in the event of adverse market movements.

            The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market movements,
the margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, if the OCC determines that
foreign governmental restrictions or taxes would prevent the orderly settlement
of foreign currency option exercises, or would result in undue burdens on the
OCC or its clearing member, the OCC may impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions on exercise.

--------------------------------------------------------------------------------

                            INVESTMENT RESTRICTIONS

--------------------------------------------------------------------------------

Fundamental Investment Policies
-------------------------------

            The following fundamental investment policies may not be changed
without approval by the vote of a majority of a Fund's outstanding voting
securities, which means the affirmative vote of the holders of (i) 67% or more
of the shares of the Fund represented at a meeting at which more than 50% of the
outstanding shares are present in person or by proxy or (ii) more than 50% of
the outstanding shares of the Fund, whichever is less.

            As a matter of fundamental policy, a Fund:

                   (a) may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and regulations
thereunder (as such statute, rules or regulations may be amended from time to
time) or by guidance regarding, interpretations of, or exemptive orders under,
the 1940 Act or the rules or regulations thereunder published by appropriate
regulatory authorities;

                   (b) may not issue any senior security (as that term is
defined in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules or
regulations may be amended from time to time) or by guidance regarding, or
interpretations of, or exemptive orders under, the 1940 Act or the rules or
regulations thereunder published by appropriate regulatory authorities. For
purposes of this restriction, margin and collateral arrangements, including, for
example, with respect to permitted borrowings, options, futures contracts,
options on futures contracts and other derivatives such as swaps are not deemed
to involve the issuance of a senior security;

                   (c) may not make loans except through (i) the purchase of
debt obligations in accordance with its investment objective and policies; (ii)
the lending of portfolio securities; (iii) the use of repurchase agreements; or
(iv) the making of loans to affiliated funds as permitted under the 1940 Act,
the rules and regulations thereunder (as such statutes, rules or regulations may
be amended from time to time), or by guidance regarding, and interpretations of,
or exemptive orders under, the 1940 Act;

                   (d) may not purchase or sell real estate except that it may
dispose of real estate acquired as a result of the ownership of securities or
other instruments. This restriction does not prohibit the Fund from investing in
securities or other instruments backed by real estate or in securities of
companies engaged in the real estate business;

                   (e) may purchase or sell commodities to the extent permitted
by applicable law with the exception that Global Thematic Growth and
International Growth may not purchase or sell commodities regulated by the CFTC
under the Commodity Exchange Act or commodities contracts except for futures
contracts and options on futures contracts; or

                   (f) may not act as an underwriter of securities, except that
the Fund may acquire restricted securities under circumstances in which, if such
securities were sold, the Fund might be deemed to be an underwriter for purposes
of the Securities Act.

            As a fundamental policy, each Fund, except for International Focus
40, is diversified (as that term is defined in the 1940 Act). This means that at
least 75% of the Fund's assets consist of:

o     Cash or cash items;

o     Government securities;

o     Securities of other investment companies; and

o     Securities of any one issuer that represent not more than 10% of the
      outstanding voting securities of the issuer of the securities and not
      more than 5% of the total assets of the Fund.

            As a fundamental policy, which may be changed without shareholder
approval, International Focus 40 is non-diversified as that term is described in
the 1940 Act. This means that the Fund is not limited in the proportion of its
assets that may be invested in the securities of a single issuer.


Non-Fundamental Investment Policies
-----------------------------------

            The following are descriptions of operating policies that the Funds
have adopted but that are not fundamental and are subject to change without
shareholder approval.

            A Fund may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the SEC under the 1940 Act or by
guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the
Fund may obtain such short-term credits as are necessary for the clearance of
portfolio transactions, and the Fund may make margin payments in connection with
futures contracts, options, forward contracts, swaps, caps, floors, collars and
other financial instruments.

--------------------------------------------------------------------------------

                            MANAGEMENT OF THE FUNDS

--------------------------------------------------------------------------------

Adviser
-------

            The Adviser, a Delaware limited partnership with principal offices
at 1345 Avenue of the Americas, New York, New York 10105, has been retained
under an investment advisory agreement (the "Advisory Agreement") to provide
investment advice and, in general, to conduct the management and investment
program of each of the Funds under the supervision of each Fund's Board (see
"Management of the Funds" in the Prospectus). The Adviser is an investment
adviser registered under the Investment Advisers Act of 1940, as amended.

            The Adviser is a leading global investment management firm
supervising client accounts with assets as of September 30, 2012, totaling
approximately $419 billion. The Adviser provides management services for many of
the largest U.S. public and private employee benefit plans, endowments,
foundations, public employee retirement funds, banks, insurance companies and
high net worth individuals worldwide.

            As of September 30, 2012, the ownership structure of the Adviser,
expressed as a percentage of general and limited partnership interests, was as
follows:

                 AXA and its subsidiaries              61.0%
                 AllianceBernstein Holding L.P.        37.5
                 Unaffiliated holders                   1.5
                                                  ----------
                                                      100.0%
                                                  ==========

            AXA, is a societe anonyme organized under the laws of France and the
holding company for an international group of insurance and related financial
services companies, through certain of its subsidiaries ("AXA and its
subsidiaries"). AllianceBernstein Holding L.P. ("Holding") is a Delaware limited
partnership, the units of which, ("Holding Units") are traded publicly on the
Exchange under the ticker symbol "AB". As of September 30, 2012, AXA owned
approximately 1.4% of the issued and outstanding assignments of beneficial
ownership of Holding Units.

            AllianceBernstein Corporation (an indirect wholly-owned subsidiary
of AXA) is the general partner of both Holding and the Adviser.
AllianceBernstein Corporation owns 100,000 general partnership units in Holding
and a 1% general partnership interest in the Adviser. Including both the general
partnership and limited partnership interests in Holding and the Adviser, AXA
and its subsidiaries had an approximate 64.2% economic interest in the Adviser
as of September 30, 2012.

Advisory Agreements and Expenses
--------------------------------

            Under the Growth Fund's Advisory Agreement, the Adviser serves as
investment manager and adviser of the Fund, continuously furnishes an investment
program for the Fund and manages, supervises and conducts the affairs of the
Fund, subject to the supervision of the Fund's Board.

            Under the Advisory Agreements for Large Cap Growth, Discovery
Growth, Small Cap Growth, U.S. Strategic Research, Global Thematic Growth,
International Growth, International Discovery Equity and International Focus 40,
the Adviser furnishes advice and recommendations with respect to the Funds'
portfolio of securities and investments and provides persons satisfactory to the
Board to act as officers of the Funds. Such officers and employees may be
employees of the Adviser or its affiliates.

            The Adviser is, under the Advisory Agreements, responsible for
certain expenses incurred by a Fund, including, for example, office facilities
and certain administrative services, and any expenses incurred in promoting the
sale of Fund shares (other than the portion of the promotional expenses borne by
the Fund in accordance with an effective plan pursuant to Rule 12b-1 under the
1940 Act, and the costs of printing Fund prospectuses and other reports to
shareholders and fees related to registration with the SEC and with state
regulatory authorities).

            The Funds, other than the Growth Fund, as noted below, have, under
their Advisory Agreements, assumed the obligation for payment of all of their
other expenses. As to the obtaining of services other than those specifically
provided to the Funds by the Adviser, each Fund may employ its own personnel.
For such services, it may also utilize personnel employed by the Adviser or its
affiliates. In such event, the services will be provided to the Funds at cost
and the payments thereto specifically approved by the Boards. During the fiscal
year ended July 31, 2012 for Large Cap Growth, Discovery Growth, Small Cap
Growth and Global Thematic Growth and during the fiscal year ended June 30, 2012
for International Growth the amounts paid to the Adviser amounted to a total of
$12,327,324, $63,048, $4,516,240, $6,904,545 and $7,660,640, respectively, for
these services. The Adviser agreed to voluntarily waive such fees in the amounts
of $68,505, $66,916 and $58,487 for U.S. Strategic Research, International
Discovery Equity and International Focus 40, respectively, for the fiscal year
or period ended June 30, 2012.

            Growth Fund is a series of The AllianceBernstein Portfolios (the
"Trust"), a Massachusetts business trust. For the Growth Fund, the Adviser will
furnish or pay the expenses of the Trust for office space, equipment,
bookkeeping and clerical services, and fees and expenses of officers and
trustees of the Trust who are affiliated with the Adviser.

            Except as noted below, the Advisory Agreements continue in effect
from year-to-year provided that their continuance is specifically approved at
least annually by a vote of the majority of the outstanding voting securities of
each Fund or by the Directors/Trustees ("Directors") including, in either case,
by a vote of a majority of the Directors who are not parties to the Advisory
Agreements or interested persons of any such party. Information about the most
recent continuance of the Advisory Agreement for each Fund is set forth below.

            Any material amendment to the Advisory Agreement must be approved by
the vote of a majority of the outstanding securities of the relevant Fund and by
the vote of a majority of the Directors who are not interested persons of the
Fund or the Adviser. The Advisory Agreements are terminable without penalty on
60 days' written notice by a vote of a majority of the Funds' outstanding voting
securities, by a vote of a majority of the Directors or by the Adviser, and will
automatically terminate in the event of their assignment. The Advisory
Agreements provide that, in the absence of willful misfeasance, bad faith or
gross negligence on the part of the Adviser, or of reckless disregard of its
obligations thereunder, the Adviser shall not be liable for any action or
failure to act in accordance with its duties thereunder.

            Certain other clients of the Adviser may have investment objectives
and policies similar to those of the Fund. The Adviser may, from time to time,
make recommendations which result in the purchase or sale of the particular
security by its other clients simultaneously with a purchase or sale thereof by
one or more Funds. If transactions on behalf of more than one client during the
same period increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price. It is the policy
of the Adviser to allocate advisory recommendations and the placing of orders in
a manner that is deemed equitable by the Adviser to the accounts involved,
including the Fund. When two or more of the Adviser's clients (including the
Fund) are purchasing or selling the same security on a given day through the
same broker or dealer, such transactions may be averaged as to price.

GROWTH FUND

            For services rendered by the Adviser pursuant to the Advisory
Agreement, the Fund paid the Adviser a fee, effective September 7, 2004, of
0.75% of the first $2.5 billion of the Fund's average daily net assets, 0.65% of
the excess over $2.5 billion up to $5 billion of such assets, and 0.60% of the
excess over $5 billion as a percentage of the Fund's average daily net assets.
For the fiscal years ended July 31, 2012, July 31, 2011 and July 31, 2010, the
Adviser received under the Advisory Agreement the amount of $4,403,557,
$4,865,616 and $4,868,811, respectively, in management fees from the Fund.

            Most recently, continuance of the Fund's Advisory Agreement for an
additional annual term was approved by a vote, cast in person, of the Board, at
its meetings held on May 1-3, 2012.

LARGE CAP GROWTH

            Effective September 7, 2004, under the terms of the Advisory
Agreement, the Fund paid the Adviser at the annual rate of 0.75% of the first
$2.5 billion, 0.65% of the excess over $2.5 billion up to $5 billion and 0.60%
of the excess over $5 billion as a percentage of the Fund's average daily net
assets. For the fiscal years of the Fund ended July 31, 2012, July 31, 2011 and
July 31, 2010, the Adviser received from the Fund advisory fees of $11,154,436
(net of $1,172,888, which was waived by the Adviser pursuant to the expense
limitation agreement), $11,932,954 (net of $1,587,191, which was waived by the
Adviser pursuant to the expense limitation agreement), and $12,802,926 (net of
$1,240,824 which was waived by the Adviser pursuant to the expense limitation
agreement), respectively. The Adviser has contractually agreed for the period
from the effective date of the Fund's Prospectus to the effective date of the
subsequent Prospectus incorporating the Fund's annual financial statements (the
"Period") to waive its fee and bear certain expenses so that total expenses do
not exceed on an annual basis 1.25% of average daily net assets for Class A
shares. This fee waiver and/or expense reimbursement agreement automatically
extends each year unless the Adviser provides notice to the Fund at least 60
days prior to the end of the Period.

            Most recently, continuance of the Fund's Advisory Agreement was
approved for an additional annual term by the Board at its meetings held on May
1-3, 2012.

DISCOVERY GROWTH

            For its services under the Advisory Agreement, the Adviser receives
a monthly fee at an annualized rate of .75% of the first $500 million of the
Fund's average daily net assets, .65% of the excess over $500 million of such
net assets up to $1 billion and .55% of the excess over $1 billion of such net
assets. During the fiscal years of the Fund ended July 31, 2012, July 31, 2011
and July 31, 2010, the Fund paid the Adviser total management fees of
$4,930,638, $4,309,140 and $3,069,847, respectively.

            Most recently, continuance of the Fund's Advisory Agreement was
approved for an additional annual term by a vote, cast in person, of the
Directors, at meetings called for that purpose and held on May 1-3, 2012.

SMALL CAP GROWTH

            For its services under the terms of the Advisory Agreement, the
Adviser receives a fee at an annualized rate of 0.75% of the first $2.5 billion
of the Fund's average daily net assets, 0.65% of the excess over $2.5 billion of
such assets up to $5 billion and 0.60% of the excess over $5 billion of such
assets. The advisory fees for the fiscal years ended July 31, 2012, July 31,
2011 and July 31, 2010 amounted to $4,516,240, $4,087,039 and $2,979,454,
respectively.

            Most recently, continuance of the Advisory Agreement was approved
for an additional annual term by a vote, cast in person, of the Directors at
meetings held on May 1-3, 2012.

U.S. STRATEGIC RESEARCH

            Effective as of December 23, 2009, the Fund has contractually agreed
to pay a monthly fee to the Adviser at an annualized rate of .75 of 1% of the
first $2.5 billion, .65 of 1% of the excess over $2.5 billion up to $5 billion
and .60 of 1% of the excess over $5 billion of the Fund's average daily net
assets. For the fiscal years ended June 30, 2012, June 30, 2011 and fiscal
period ended June 30, 2010 the Adviser did not receive fees from the Fund.
Pursuant to an expense limitation agreement, the Adviser waived and/or
reimbursed for the fiscal years ended June 30, 2012, June 30, 2011 and fiscal
period ended June 30, 2010 fees of $297,693, $319,708, and 239,152,
respectively. The Adviser has contractually agreed for the period from the
effective date of the Fund's Prospectus to the effective date of the subsequent
Prospectus incorporating the Fund's annual financial statements (the "Period"),
to waive its fee and bear certain expenses so that total expenses do not exceed
on an annual basis 1.35%, 2.05% and 1.05% of average daily net assets
(excluding Acquired Fund Fees and Expenses other than the advisory fees of any
AllianceBernstein Mutual Funds in which the Fund may invest, interest expense,
brokerage commissions and other transaction costs, taxes and extraordinary
expenses), respectively, for Class A, Class C and Advisor Class shares. This fee
waiver and/or expense reimbursement agreement automatically extends each year
unless the Adviser provides notice to the Fund at least 60 days prior to the end
of the Period.

            Most recently, continuance of the Advisory Agreement was approved
for another annual term by a vote, cast in person, of the Board of Directors at
their meetings held on May 1-3, 2012.

GLOBAL THEMATIC GROWTH FUND

            Effective as of September 7, 2004, the Fund has contractually agreed
to pay a quarterly fee to the Adviser equal to the following percentages of the
value of the Fund's aggregate net assets at the close of business on the last
business day of the previous quarter: 1/4 of 0.75% of the first $2.5 billion;
1/4 of 0.65% of the excess over $2.5 billion up to $5 billion; and 1/4 of 0.60%
of the excess over $5 billion. For the fiscal years of the Fund ended July 31,
2012, July 31, 2011 and July 31, 2010, the Adviser received from the Fund
advisory fees of $6,904,545, $9,410,299 and $8,625,332, respectively.

            Most recently, continuance of the Advisory Agreement was approved
for another annual term by a vote, cast in person, of the Board of Directors at
their meetings held on May 1-3, 2012.

INTERNATIONAL GROWTH

            Effective as of September 7, 2004, the Fund has contractually agreed
to pay the Adviser a fee of 0.75% of the first $2.5 billion, 0.65% of the excess
over $2.5 billion up to $5 billion and 0.60% of the excess over $5 billion as a
percentage of the Fund's average daily net assets. For the fiscal years ended
June 30, 2012, June 30, 2011 and June 30, 2010, the Adviser received from the
Fund advisory fees of $7,660,640, $12,478,215, and $14,394,558, respectively.
The Adviser has contractually agreed for the period from the effective date of
the Fund's Prospectus to the effective date of the subsequent Prospectus
incorporating the Fund's annual financial statements (the "Period") to waive its
fee and bear certain expenses so that total expenses do not exceed on an annual
basis 1.65%, 2.35%, 2.35%, 1.85%, 1.60%, 1.35% and 1.35% of aggregate average
daily net assets, respectively, for Class A, Class B, Class C, Class R, Class K,
Class I and Advisor Class shares. This fee waiver and/or expense reimbursement
agreement automatically extends each year unless the Adviser provides notice to
the Fund at least 60 days prior to the end of the Period.

            Most recently, continuance of the Advisory Agreement was approved
for an additional annual term by a vote, cast in person, of the Board of
Directors at their meetings held on May 1-3, 2012.

INTERNATIONAL DISCOVERY EQUITY

            Effective as of October 26, 2010, the Fund has contractually agreed
to pay a monthly fee to the Adviser at an annualized rate of 1% of the first $1
billion, .95 of 1% of the excess over $1 billion up to $2 billion, .90 of 1% of
the excess over $2 billion up to $3 billion and .85 of 1% of the excess over $3
billion of the average daily net assets of the Fund. For the fiscal year ended
June 30, 2012 and fiscal period ended June 30, 2011 the Adviser did not receive
fees from the Fund. Pursuant to an expense limitation agreement the Adviser
waived and/or reimbursed for the fiscal year ended June 30, 2012 and the fiscal
period ended June 30, 2011 fees of $376,201 and $325,839, respectively. The
Adviser has contractually agreed for the current fiscal year and thereafter as
disclosed below to waive its fee and bear certain expenses so that total
expenses do not exceed on an annual basis 1.55%, 2.25%, 1.75%, 1.50%, 1.25% and
1.25% of average daily net assets (excluding Acquired Fund Fees and Expenses
other than the advisory fees of any AllianceBernstein Mutual Funds in which the
Fund may invest, interest expense, brokerage commissions and other transaction
costs, taxes and extraordinary expenses), respectively, for Class A, Class C,
Class R, Class K, Class I and Advisor Class shares. This fee waiver and/or
expense reimbursement agreement may not be terminated before June 30, 2013, the
end of the current fiscal year and extends thereafter to November 1, 2013. The
fee waiver and/or expense reimbursement agreement automatically extends each
subsequent year unless the Adviser provides notice of its intent not to extend
this agreement to the Fund at least 60 days prior to the effective date of the
Prospectus incorporating the Fund's annual financial statements for a subsequent
fiscal year. Fees waived and expenses borne by the Adviser are subject to
reimbursement until October 26, 2013. No reimbursement payment will be made that
would cause the Fund's total annualized operating expenses to exceed the total
expense amount set forth above for each class or cause the total of payments to
exceed the Fund's total initial offering expenses.

            Most recently, continuance of the Fund's Advisory Agreement for an
additional annual term was approved by a vote, cast in person, of the Board, at
its meetings held on May 1-3, 2012.

INTERNATIONAL FOCUS 40

            The Fund's Advisory Agreement was effective as of July 6, 2011. The
Advisory Agreement provides that it will continue in effect for two years from
its effective date and thereafter from year to year provided that it is
specifically approved as described above.

            Under the Advisory Agreement, the Fund has contractually agreed to
pay a monthly fee to the Adviser at an annualized rate of 1% of the first $1
billion, .95 of 1% of the excess over $1 billion up to $2 billion, .90 of 1% of
the excess over $2 billion up to $3 billion and .85 of 1% of the excess over $3
billion of the average daily net assets of the Fund. For the fiscal period ended
June 30, 2012 the Adviser did not receive fees from the Fund. Pursuant to an
expense limitation agreement the Adviser waived and/or reimbursed fees of
$497,405 for the fiscal period ended June 30, 2012. The Adviser has
contractually agreed for the current fiscal year to waive its fee and bear
certain expenses so that total expenses do not exceed on an annual basis 1.55%,
2.25%, 1.75%, 1.50%, 1.25% and 1.25% of average daily net assets, respectively,
for Class A, Class C, Class R, Class K, Class I and Advisor Class shares. This
fee waiver and/or expense reimbursement agreement may not be terminated before
June 30, 2014. Fees waived and expenses borne by the Adviser are subject to
reimbursement until July 6, 2014. No reimbursement payment will be made that
would cause the Fund's total annualized operating expenses to exceed the total
expense amount set forth above for each class or cause the total of payments to
exceed the Fund's total initial offering expenses.

ALL FUNDS

            The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is the investment adviser
to AllianceBernstein Blended Style Series, Inc., AllianceBernstein Bond Fund,
Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Corporate Shares,
AllianceBernstein Core Opportunities Fund, Inc., AllianceBernstein Discovery
Growth Fund, Inc., AllianceBernstein Equity Income Fund, Inc., AllianceBernstein
Exchange Reserves, AllianceBernstein Fixed-Income Shares, Inc.,
AllianceBernstein Global Bond Fund, Inc., AllianceBernstein Global Real Estate
Investment Fund, Inc., AllianceBernstein Global Risk Allocation Fund, Inc.,
AllianceBernstein Global Thematic Growth Fund, Inc., AllianceBernstein Growth
and Income Fund, Inc., AllianceBernstein High Income Fund, Inc.,
AllianceBernstein Institutional Funds, Inc., AllianceBernstein International
Growth Fund, Inc., AllianceBernstein Large Cap Growth Fund, Inc.,
AllianceBernstein Municipal Income Fund, Inc., AllianceBernstein Municipal
Income Fund II, AllianceBernstein Trust, AllianceBernstein Unconstrained Bond
Fund, Inc. AllianceBernstein Variable Products Series Fund, Inc., Sanford C.
Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc., The AllianceBernstein
Pooling Portfolios and The AllianceBernstein Portfolios, all registered open-end
investment companies; and to AllianceBernstein Global High Income Fund, Inc.,
AllianceBernstein Income Fund, Inc., AllianceBernstein National Municipal Income
Fund, Inc., Alliance California Municipal Income Fund, Inc., and Alliance New
York Municipal Income Fund, Inc. The registered investment companies for which
the Adviser serves as investment adviser are referred to collectively below as
the "AllianceBernstein Fund Complex", while all of these investment companies,
except the Sanford C. Bernstein Fund, Inc., are referred to collectively below
as the "AllianceBernstein Funds".

Board of Directors Information
------------------------------

            The Boards are comprised of the same Directors/Trustees
("Directors") for all Funds. Certain information concerning the Directors is set
forth below.


                                                                         PORTFOLIOS         OTHER PUBLIC
                                                                         IN ALLIANCE        COMPANY
                                                                         BERNSTEIN          DIRECTORSHIPS
                                                                         FUND               HELD
                                             PRINCIPAL                   COMPLEX            BY TRUSTEE
NAME, ADDRESS,*                              OCCUPATION(S)               OVERSEEN           OR DIRECTOR
AGE                                          DURING PAST FIVE            BY TRUSTEE         IN THE PAST
AND (YEAR ELECTED**)                         YEARS OR LONGER             OR DIRECTOR        FIVE YEARS
--------------------                         ----------------            ------------       ------------
                                                                                   
INDEPENDENT DIRECTORS

Chairman of the Board
William H. Foulk, Jr., +, +++                Investment Adviser and an       100             None
80                                           Independent Consultant
(1992 - Large Cap Growth, Discovery Growth,  since prior to 2007.
Small Cap Growth, Global Thematic Growth)    Previously, he was Senior
(1994 - International Growth)                Manager of Barrett
(1998 - Growth Fund)                         Associates, Inc., a
(2009 - U.S. Strategic Research)             registered investment
(2010 - International Discovery Equity)      adviser.  He was formerly
(2011 - International Focus 40)              Deputy Comptroller and
                                             Chief Investment Officer
                                             of the State of New York
                                             and, prior thereto, Chief
                                             Investment Officer of the
                                             New York Bank for Savings.
                                             He has served as a
                                             director or trustee of
                                             various AllianceBernstein
                                             Funds since 1983 and has
                                             been Chairman of the
                                             AllianceBernstein Funds
                                             and of the Independent
                                             Directors Committee of
                                             such Funds since 2003.

John H. Dobkin, +++                          Independent Consultant          100             None
70                                           since prior to 2007.
(1992 - Large Cap Growth, Discovery Growth)  Formerly, President of
(1994 - Small Cap Growth, International      Save Venice, Inc.
Growth)                                      (preservation
(1999 - Growth Fund)                         organization) from
(2005 - Global Thematic Growth)              2001-2002, Senior Advisor
(2009 - U.S. Strategic Research)             from June 1999-June 2000
(2010 - International Discovery Equity)      and President of Historic
(2011 - International Focus 40)              Hudson Valley (historic
                                             preservation) from
                                             December 1989-May 1999.
                                             Previously, Director of
                                             the National Academy of
                                             Design. He has served as a
                                             director or trustee of
                                             various AllianceBernstein
                                             Funds since 1992.

Michael J. Downey, +++                       Private Investor since          100             Asia Pacific Fund,
68                                           prior to 2007.  Formerly,                       Inc. and The Merger
(2005 - Growth Fund, Large Cap Growth,       managing partner of                             Fund since prior to
Discovery Growth, Small Cap Growth, Global   Lexington Capital, LLC                          2007 and Prospect
Thematic Growth, International Growth)       (investment advisory firm)                      Acquisition Corp.
(2009 - U.S. Strategic Research)             from December 1997 until                        (financial services)
(2010 - International Discovery)             December 2003.  From 1987                       from 2007 until 2009
(2011 - International Focus 40)              until 1993, Chairman and
                                             CEO of Prudential Mutual
                                             Fund Management, director
                                             of the Prudential mutual
                                             funds, and member of the
                                             Executive Committee of
                                             Prudential Securities Inc.
                                             He has served as a
                                             director or trustee of the
                                             AllianceBernstein Funds
                                             since 2005.

D. James Guzy, +++                           Chairman of the Board of        100             Cirrus Logic
76                                           PLX Technology                                  Corporation
(1982 - Global Thematic Growth)              (semi-conductors) and of                        (semi-conductors) and
(2005 - Growth Fund, Large Cap               SRC Computers Inc., with                        PLX Technology
Growth, Discovery Growth,                    which he has been                               (semi-conductors)
Small Cap Growth,                            associated since prior to                       since prior to 2007
International Growth)                        2007.  He was a director                        and Intel Corporation
(2009 - U.S. Strategic Research)             of Intel Corporation                            (semi-conductors)
(2010 - International Discovery Equity)      (semi-conductors) from                          since prior to 2007
(2011 - International Focus 40)              1969 until 2008, and                            until 2008
                                             served as Chairman of the
                                             Finance Committee of such
                                             company for several years
                                             until May 2008. He has
                                             served as a director or
                                             trustee of one or more of
                                             the AllianceBernstein
                                             Funds since 1982.

Nancy P. Jacklin, ++, +++                    Professorial Lecturer at        100             None
64                                           the Johns Hopkins School
(2006 - Growth Fund, Large Cap Growth,       of Advanced International
Discovery Growth,  Small Cap Growth, Global  Studies since 2008.
Thematic Growth, International Growth)       Formerly, U.S. Executive
(2009 - U.S. Strategic Research)             Director of the
(2010 - International Discovery Equity)      International Monetary
(2011 - International Focus 40)              Fund (December 2002-May
                                             2006); Partner, Clifford
                                             Chance (1992-2002); Sector
                                             Counsel, International
                                             Banking and Finance, and
                                             Associate General Counsel,
                                             Citicorp (1985-1992);
                                             Assistant General Counsel
                                             (International), Federal
                                             Reserve Board of Governors
                                             (1982-1985); and Attorney
                                             Advisor, U.S. Department
                                             of the Treasury
                                             (1973-1982).  Member of
                                             the Bar of the District of
                                             Columbia and of New York;
                                             and member of the Council
                                             on Foreign Relations. She
                                             has served as a director
                                             or trustee of the
                                             AllianceBernstein Funds
                                             since 2006.

Garry L. Moody, +++                          Independent Consultant.            100                  None
60                                           Formerly, Partner,
(2008 - Growth Fund, Large Cap Growth,       Deloitte & Touche LLP
Discovery Growth, Small Cap Growth, Global   (1995-2008) where he held
Thematic Growth, International Growth,       a number of senior
International Discovery Equity)              positions, including Vice
(2009 - U.S. Strategic Research)             Chairman, and U.S. and
(2011 - International Focus 40)              Global Investment
                                             Management Practice
                                             Managing Partner;
                                             President, Fidelity
                                             Accounting and Custody
                                             Services Company
                                             (1993-1995); and Partner,
                                             Ernst & Young LLP
                                             (1975-1993), where he
                                             served as the National
                                             Director of Mutual Fund
                                             Tax Services. He has
                                             served as a director or
                                             trustee, and as Chairman
                                             of the Audit Committee, of
                                             the AllianceBernstein
                                             Funds since 2008.

Marshall C. Turner, Jr., +++                 Private Investor since          100             Xilinx, Inc.
71                                           prior to 2007. Interim CEO                      (programmable logic
(1992 - Global Thematic Growth)              of MEMC Electronic                              semi-conductors)
(2005 - Growth Fund, Large Cap Growth,       Materials, Inc.                                 and MEMC Electronic
Discovery Growth, Small Cap Growth,          (semi-conductor and solar                       Materials, Inc. (semi-
International Growth)                        cell substrates) from                           conductor and solar
(2009 - U.S. Strategic Research)             November 2008 until March                       cell substrates) since
(2010 - International Discovery Equity)      2009.  He was Chairman and                      prior to 2007
(2011 - International Focus 40)              CEO of Dupont Photomasks,
                                             Inc. (components of
                                             semi-conductor
                                             manufacturing), 2003-2005,
                                             and President and CEO,
                                             2005-2006, after the
                                             company was acquired and
                                             renamed Toppan Photomasks,
                                             Inc. He has served as a
                                             director or trustee of one
                                             or more of the
                                             AllianceBernstein Funds
                                             since 1992.

Earl D. Weiner, +++                          Of Counsel, and Partner         100             None
73                                           prior to January 2007, of
(2007 - Growth Fund, Large Cap Growth,       the law firm Sullivan &
Discovery Growth, Small Cap Growth, Global   Cromwell LLP and member of
Thematic Growth, International Growth)       ABA Federal Regulation of
(2009 - U.S. Strategic Research)             Securities Committee Task
(2010 - International Discovery Equity)      Force to draft editions of
(2011 - International Focus 40)              the Fund Director's
                                             Guidebook. He has served
                                             as a director or trustee
                                             of the AllianceBernstein
                                             Funds since 2007 and is
                                             Chairman of the Governance
                                             and Nominating Committees
                                             of the Funds.

INTERESTED DIRECTOR

Robert M. Keith, #                           Senior Vice President of        100             None
52                                           the Adviser and head of
(2010 - Growth Fund, Large Cap Growth,       AllianceBernstein
Discovery Growth, Small Cap Growth, U.S.     Investments, Inc.
Strategic Research, Global Thematic Growth,  ("ABI")## since July 2008;
International Growth, International          Director of ABI and
Discovery Equity)                            President of the
(2011 - International Focus 40)              AllianceBernstein Mutual
                                             Funds.  Previously, he
                                             served as Executive
                                             Managing Director of ABI
                                             from December 2006 to June
                                             2008.  Prior to joining
                                             ABI in 2006, Executive
                                             Managing Director of
                                             Bernstein Global Wealth
                                             Management, and prior
                                             thereto, Senior Managing
                                             Director and Global Head
                                             of Client Service and
                                             Sales of the Adviser's
                                             institutional investment
                                             management business since
                                             2004.  Prior thereto,
                                             Managing Director and Head
                                             of North American Client
                                             Service and Sales in the
                                             Adviser's institutional
                                             investment management
                                             business.
---------------


*     The address for each of the Fund's Directors is c/o AllianceBernstein
      L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New
      York, NY 10105.
**    There is no stated term of office for the Funds' Directors.
+     Member of the Fair Value Pricing Committee.
++    Member of the Fair Value Pricing Committee for the AllianceBernstein
      Growth Fund only.
+++   Member of the Audit Committee, the Governance and Nominating Committee and
      the Independent Directors Committee.
#     Mr. Keith is an "interested person", as defined in Section 2(a)(19) of the
      1940 Act, of the Funds due to his position as a Senior Vice President of
      the Adviser.
##    The Adviser and ABI are affiliates of the Funds.

            The management of the business and affairs of each Fund are overseen
by the Board. Directors who are not "interested persons" of the Fund as defined
in the 1940 Act, are referred to as "Independent Directors", and Directors who
are "interested persons" of the Fund are referred to as "Interested Directors".
Certain information concerning the Fund's governance structure and each Director
is set forth below.

            Experience, Skills, Attributes and Qualifications of the Funds'
Directors. The Governance and Nominating Committee of each Fund's Board, which
is composed of Independent Directors, reviews the experience, qualifications,
attributes and skills of potential candidates for nomination or election by the
Board, and conducts a similar review in connection with the proposed nomination
of current Directors for re-election by stockholders at any annual or special
meeting of stockholders. In evaluating a candidate for nomination or election as
a Director, the Governance and Nominating Committee takes into account the
contribution that the candidate would be expected to make to the diverse mix of
experience, qualifications, attributes and skills that the Governance and
Nominating Committee believes contributes to good governance for the Fund.
Additional information concerning the Governance and Nominating Committee's
consideration of nominees appears in the description of the Committee below.

            Each Fund's Board believes that, collectively, the Directors have
balanced and diverse experience, qualifications, attributes and skills, which
allow the Board to operate effectively in governing the Fund and protecting the
interests of stockholders. The Board of each Fund has concluded that, based on
each Director's experience, qualifications, attributes or skills on an
individual basis and in combination with those of the other Directors, each
Director is qualified and should continue to serve as such.

            In determining that a particular Director was and continues to be
qualified to serve as a Director, each Board has considered a variety of
criteria, none of which, in isolation, was controlling. In addition, each Board
has taken into account the actual service and commitment of each Director during
his or her tenure (including the Director's commitment and participation in
Board and committee meetings, as well as his or her current and prior leadership
of standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Director, which in each case led to the Board's
conclusion that the Director should serve (or continue to serve) as trustee or
director of the Fund, is provided in the table above and in the next paragraph.

            Among other attributes and qualifications common to all Directors
are their ability to review critically, evaluate, question and discuss
information provided to them (including information requested by the Directors),
to interact effectively with the Adviser, other service providers, counsel and
the Fund's independent registered public accounting firm, and to exercise
effective business judgment in the performance of their duties as Directors. In
addition to his or her service as a Director of the Fund and other
AllianceBernstein Funds as noted in the table above: Mr. Dobkin has experience
as an executive of a number of organizations and served as Chairman of the Audit
Committee of many of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey
has experience in the investment advisory business including as Chairman and
Chief Executive Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Comptroller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), has served as Chairman of the AllianceBernstein Funds and of the
Independent Directors Committee since 2003, and is active in a number of mutual
fund related organizations and committees; Mr. Guzy has experience as a
corporate director including as Chairman of a public company and Chairman of the
Finance Committee of a large public technology company; Ms. Jacklin has
experience as a financial services regulator including as U.S. Executive
Director of the International Monetary Fund, which is responsible for ensuring
the stability of the international monetary system, and as a financial services
lawyer in private practice; Mr. Keith has experience as an executive of the
Adviser with responsibility for, among other things, the AllianceBernstein
Funds; Mr. Moody has experience as an certified public accountant including
experience as Vice Chairman and U.S. and Global Investment Management Practice
Partner for a major accounting firm, is a member of the governing council of an
organization of independent directors of mutual funds, and has served as
Chairman of the Audit Committee of the AllianceBernstein Funds since 2008; Mr.
Turner has experience as a director (including Chairman and Chief Executive
officer of a number of companies) and as a venture capital investor including
prior service as general partner of three institutional venture capital
partnerships; and Mr. Weiner has experience as a securities lawyer whose
practice includes registered investment companies and as Chairman, director or
trustee of a number of boards, and has served as Chairman of the Governance and
Nominating Committee of the AllianceBernstein Funds. The disclosure herein of a
director's experience, qualifications, attributes and skills does not impose on
such director any duties, obligations, or liability that are greater than the
duties, obligations and liability imposed on such director as a member of the
Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.

            Board Structure and Oversight Function. Each Fund's Board is
responsible for oversight of that Fund. Each Fund has engaged the Adviser to
manage the Fund on a day-to-day basis. Each Board is responsible for overseeing
the Adviser and the Fund's other service providers in the operations of that
Fund in accordance with the Fund's investment objective and policies and
otherwise in accordance with its prospectus, the requirements of the 1940 Act
and other applicable Federal, state and other securities and other laws, and the
Fund's charter and bylaws. Each Board meets in-person at regularly scheduled
meetings eight times throughout the year. In addition, the Directors may meet
in-person or by telephone at special meetings or on an informal basis at other
times. The Independent Directors also regularly meet without the presence of any
representatives of management. As described below, each Board has established
four standing committees - the Audit, Governance and Nominating, Independent
Directors, and Fair Valuation Committees - and may establish ad hoc committees
or working groups from time to time, to assist the Board in fulfilling its
oversight responsibilities. Each committee is composed exclusively of
Independent Directors. The responsibilities of each committee, including its
oversight responsibilities, are described further below. The Independent
Directors have also engaged independent legal counsel, and may, from time to
time, engage consultants and other advisors, to assist them in performing their
oversight responsibilities.

            An Independent Director serves as Chairman of each Board. The
Chairman's duties include setting the agenda for each Board meeting in
consultation with management, presiding at each Board meeting, meeting with
management between Board meetings, and facilitating communication and
coordination between the Independent Directors and management. The Directors
have determined that a Board's leadership by an Independent Director and its
committees composed exclusively of Independent Directors is appropriate because
they believe it sets the proper tone to the relationships between the Fund, on
the one hand, and the Adviser and other service providers, on the other, and
facilitates the exercise of the Board's independent judgment in evaluating and
managing the relationships. In addition, each Fund is required to have an
Independent Director as Chairman pursuant to certain 2003 regulatory settlements
involving the Adviser.

            Risk Oversight. Each Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with
respect to a Fund resides with the Adviser or other service providers (depending
on the nature of the risk), subject to supervision by the Adviser. Each Board
has charged the Adviser and its affiliates with (i) identifying events or
circumstances, the occurrence of which could have demonstrable and material
adverse effects on the Fund; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating and
maintaining a system designed to evaluate continuously, and to revise as
appropriate, the processes and controls described in (i) and (ii) above.

            Risk oversight forms part of a Board's general oversight of a Fund's
investment program and operations and is addressed as part of various regular
Board and committee activities. Each Fund's investment management and business
affairs are carried out by or through the Adviser and other service providers.
Each of these persons has an independent interest in risk management but the
policies and the methods by which one or more risk management functions are
carried out may differ from the Fund's and each other's in the setting of
priorities, the resources available or the effectiveness of relevant controls.
Oversight of risk management is provided by the Board and the Audit Committee.
The Directors regularly receive reports from, among others, management
(including the Global Heads of Investment Risk and Trading Risk of the Adviser),
a Fund's Senior Officer (who is also the Fund's chief compliance officer),
independent registered public accounting firm, and counsel, and internal
auditors for the Adviser, as appropriate, regarding risks faced by the Fund and
the Adviser's risk management programs.

            Not all risks that may affect a Fund can be identified, nor can
controls be developed to eliminate or mitigate their occurrence or effects. It
may not be practical or cost-effective to eliminate or mitigate certain risks,
the processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Fund or the Adviser, its affiliates or other service providers. Moreover, it
is necessary to bear certain risks (such as investment-related risks) to achieve
a Fund's goals. As a result of the foregoing and other factors a Fund's ability
to manage risk is subject to substantial limitations.

            Board Committees. Each Fund's Board has four standing committees --
an Audit Committee, a Governance and Nominating Committee, a Fair Value Pricing
Committee and an Independent Directors Committee. The members of the Audit,
Governance and Nominating, Fair Value Pricing and Independent Directors
Committees are identified above.

            The function of the Audit Committee is to assist the Boards in their
oversight of the Funds' financial reporting process. The Audit Committee of
Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth, U.S.
Strategic Research, Global Thematic Growth, International Growth, International
Discovery Equity and International Focus 40 each met twice during the Funds'
most recently completed fiscal year.

            The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Boards. The Governance and Nominating Committee of Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth, Global Thematic Growth, U.S.
Strategic Research, International Growth, International Discovery Equity and
International Focus 40 each met four times during the Funds' most recently
completed fiscal year.

            The Governance and Nominating Committee has a charter and, pursuant
to the charter, the Governance and Nominating Committee will consider candidates
for nomination as a trustee submitted by a shareholder or group of shareholders
who have beneficially owned at least 5% of the Fund's common stock or shares of
beneficial interest for at least two years at the time of submission and who
timely provide specified information about the candidates and the nominating
shareholder or group. To be timely for consideration by the Governance and
Nominating Committee, the submission, including all required information, must
be submitted in writing to the attention of the Secretary at the principal
executive offices of the Funds not less than 120 days before the date of the
proxy statement for the previous year's annual meeting of shareholders. If the
Funds did not hold an annual meeting of shareholders in the previous year, the
submission must be delivered or mailed and received within a reasonable amount
of time before the Funds begin to print and mail its proxy materials. Public
notice of such upcoming annual meeting of shareholders may be given in a
shareholder report or other mailing to shareholders or by other means deemed by
the Governance and Nominating Committee or the Board to be reasonably calculated
to inform shareholders.

            Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to
the Governance and Nominating Committee: (i) a statement in writing setting
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all
shares of a Fund owned of record or beneficially by the candidate; (D) any other
information regarding the candidate that is required to be disclosed about a
nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant to Section
20 of the 1940 Act and the rules and regulations promulgated thereunder; (E)
whether the shareholder believes that the candidate is or will be an "interested
person" of the Funds (as defined in the 1940 Act) and, if believed not to be an
"interested person," information regarding the candidate that will be sufficient
for the Funds to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as a
director or senior officer of public companies, directorships on the boards of
other registered investment companies and educational background; (ii) the
written and signed consent of the candidate to be named as a nominee and to
serve as a Director if elected; (iii) the written and signed agreement of the
candidate to complete a directors' and officers' questionnaire if elected; (iv)
the shareholder's consent to be named as such by the Funds; (v) the class or
series and number of all shares of a fund of the Funds owned beneficially and of
record by the shareholder and any associated person of the shareholder and the
dates on which such shares were acquired, specifying the number of shares owned
beneficially but not of record by each, and stating the names of each as they
appear on the Funds' record books and the names of any nominee holders for each;
and (vi) a description of all arrangements or understandings between the
shareholder, the candidate and/or any other person or persons (including their
names) pursuant to which the recommendation is being made by the shareholder.
"Associated person of the shareholder" means any person who is required to be
identified under clause (vi) of this paragraph and any other person controlling,
controlled by or under common control with, directly or indirectly, (a) the
shareholder or (b) the associated person of the shareholder.

            The Governance and Nominating Committee may require the shareholder
to furnish such other information as it may reasonably require or deem necessary
to verify any information furnished pursuant to the nominating procedures
described above or to determine the qualifications and eligibility of the
candidate proposed by the shareholder to serve on the Board. If the shareholder
fails to provide such other information in writing within seven days of receipt
of written request from the Governance and Nominating Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and will not be considered, by the Committee.

            The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election
at an annual meeting of shareholders. The Governance and Nominating Committee
will not consider self-nominated candidates. The Governance and Nominating
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates
submitted from other sources. These criteria include the candidate's relevant
knowledge, experience, and expertise, the candidate's ability to carry out his
or her duties in the best interests of the Funds, the candidate's ability to
qualify as an Independent Director or Trustee and such other criteria as the
Governance and Nominating Committee determines to be relevant in light of the
existing composition of the Board and any anticipated vacancies or other
factors.

            The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Funds made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Funds' NAV by more than $0.01 per share. The
Fair Value Pricing Committee of the Growth Fund, Large Cap Growth, Discovery
Growth, Small Cap Growth, U.S. Strategic Research, Global Thematic Growth,
International Growth, International Discovery Equity and International Focus 40
did not meet during the Funds' most recently completed fiscal year.

            The function of the Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the Independent Directors, such as review and
approval of the Advisory and Distribution Services Agreements. The Independent
Directors Committee of Growth Fund, Large Cap Growth, Discovery Growth, Small
Cap Growth, Global Thematic Growth and International Growth each met eight times
during the Funds' most recently completed fiscal year. The Independent Directors
Committee of U.S. Strategic Research, International Discovery Equity and
International Focus 40 each met seven times during the Fund's most recently
completed fiscal year.

            The dollar range of each Fund's securities owned by each Director or
Trustee and the aggregate dollar range of securities of funds in the
AllianceBernstein Fund Complex owned by each Director are set forth below.



                            DOLLAR RANGE             DOLLAR RANGE           DOLLAR RANGE           DOLLAR RANGE
                            OF EQUITY                OF EQUITY              OF EQUITY              OF EQUITY
                            SECURITIES IN            SECURITIES IN          SECURITIES IN          SECURITIES IN
                            THE GROWTH               LARGE CAP              DISCOVERY              SMALL CAP
                            FUND AS OF               GROWTH AS OF           GROWTH AS OF           GROWTH AS OF
                            DECEMBER 31, 2011        DECEMBER 31, 2011      DECEMBER 31, 2011      DECEMBER 31, 2011
                            -----------------        -----------------      -----------------      -----------------
                                                                                       
John H. Dobkin                 None                  $10,001-$50,000        $10,001-$50,000        None
Michael J. Downey              None                  None                   $10,001-$50,000        None
William H. Foulk, Jr.          $1-$10,000            $10,001-$50,000        $10,001-$50,000        $10,001-$50,000
D. James Guzy                  None                  None                   None                   None
Nancy P. Jacklin               None                  None                   $10,001-$50,000        None
Robert M. Keith                None                  None                   None                   None
Garry L. Moody                 None                  $10,001-$50,000        $50,001-$100,000       None
Marshall C. Turner, Jr.        None                  None                   $50,001-$100,000       None
Earl D. Weiner                 None                  $1-$10,000             $1-$10,000             None




                            DOLLAR RANGE             DOLLAR RANGE           DOLLAR RANGE
                            OF EQUITY                OF EQUITY              OF EQUITY
                            SECURITIES IN            SECURITIES IN          SECURITIES IN
                            U.S. STRATEGIC           GLOBAL THEMATIC        INTERNATIONAL
                            RESEARCH AS OF           GROWTH AS OF           GROWTH AS OF
                            DECEMBER 31, 2011        DECEMBER 31, 2011      DECEMBER 31, 2011
                            -----------------        -----------------      -----------------
                                                                   
John H. Dobkin                 None                  $50,001-$100,000       None
Michael J. Downey              None                  $50,001-$100,000       None
William H. Foulk, Jr.          None                  $10,001-$50,000        $10,001-$50,000
D. James Guzy                  None                  None                   None
Nancy P. Jacklin               None                  None                   None
Robert M. Keith                None                  None                   None
Garry L. Moody                 None                  $10,001-$50,000        None
Marshall C. Turner, Jr.        None                  $50,001-$100,000       $10,001-$50,000
Earl D. Weiner                 None                  None                   $10,001-$50,000






                            DOLLAR RANGE
                            OF EQUITY                                       AGGREGATE DOLLAR
                            SECURITIES IN            DOLLAR RANGE OF        RANGE OF EQUITY
                            INTERNATIONAL            EQUITY SECURITIES      SECURITIES IN THE
                            DISCOVERY                IN INTERNATIONAL       ALLIANCEBERNSTEIN
                            EQUITY AS OF             FOCUS 40 AS OF         FUND COMPLEX AS OF
                            DECEMBER 31, 2011        DECEMBER 31, 2011      DECEMBER 31, 2011
                            -----------------        -----------------      -----------------
                                                                   
John H. Dobkin                 None                     None                Over $100,000
Michael J. Downey              None                     None                Over $100,000
William H. Foulk, Jr.          None                     None                Over $100,000
D. James Guzy                  None                     None                Over $100,000
Nancy P. Jacklin               None                     None                Over $100,000
Robert M. Keith                None                     None                      None
Garry L. Moody                 None                     None                Over $100,000
Marshall C. Turner, Jr.        None                     None                Over $100,000
Earl D. Weiner                 None                     None                Over $100,000


Officer Information
-------------------

            Certain information concerning each Fund's officers is set forth
below.




NAME, ADDRESS,*              POSITION(S)                      PRINCIPAL OCCUPATION
AND AGE                      HELD WITH FUND                   DURING PAST FIVE YEARS
--------                     --------------                   ----------------------
                                                        
All Funds
---------

Robert M. Keith,             President and Chief              See biography above.
52                           Executive Officer

Philip L. Kirstein,          Senior Vice President and        Senior Vice President and
67                           Independent Compliance           Independent Compliance Officer
                             Officer                          of the Funds in the
                                                              AllianceBernstein Fund Complex,
                                                              with which he has been associated
                                                              since October 2004.  Prior
                                                              thereto, he was Of Counsel to
                                                              Kirkpatrick & Lockhart, LLP
                                                              from October 2003 to October 2004,
                                                              and General Counsel of Merrill Lynch
                                                              Investment Managers, L.P. since
                                                              prior to March 2003.

Emilie D. Wrapp,             Secretary                        Senior Vice President, Assistant
56                                                            General Counsel and Assistant
                                                              Secretary of ABI,** with which she
                                                              has been associated since prior
                                                              to 2007.

Joseph J. Mantineo,          Treasurer and Chief              Senior Vice President of
53                           Financial Officer                ABIS,** with which he has been
                                                              associated since prior to 2007.

Other Officers
--------------

Growth Fund
-----------

Frank V. Caruso,             Vice President                   Senior Vice President of the Adviser,**
56                                                            with which he has been associated since
                                                              prior to 2007.

John H. Fogarty,             Vice President Senior            Vice President of the Adviser,**
42                                                            with which he has been associated since
                                                              prior to 2007.

Komal Misra,                 Vice President                   Senior Vice President of the Adviser,**
45                                                            with which she has been associated since
                                                              prior to 2007.

Amy P. Raskin,               Vice President                   Senior Vice President of the Adviser,**
41                                                            with which she has been associated since
                                                              prior to 2007.

Douglas M. Wagner,           Vice President                   Senior Vice President of the Adviser** with
46                                                            which he has been associated since prior
                                                              to 2007.

David J. Wheeler,            Vice President                   Vice President of the Adviser** since
46                                                            2008. Prior thereto, he was the senior
                                                              energy research analyst at Neuberger
                                                              Berman since prior to 2007.

Vadim Zlotnikov,             Vice President                   Senior Vice President of the Adviser,**
50                                                            with which he has been associated since
                                                              prior to 2007.

Phyllis J. Clarke,           Controller                       Vice President of ABIS,** with which she
51                                                            has been associated since prior to 2007.

Large Cap Growth
----------------

Frank V. Caruso,             Vice President                   See above.
56

Vincent C. DuPont,           Vice President                   Senior Vice President of the Adviser,**
50                                                            with which he has been associated since
                                                              prior to 2007.

John H. Fogarty,             Vice President                   See above.
42

Phyllis J. Clarke,           Controller                       See above.
51

Discovery Growth
----------------

Bruce K. Aronow,             Vice President                   Senior Vice President of the Adviser,**
46                                                            with which he has been associated since
                                                              prior to 2007.

N. Kumar Kirpalani,          Vice President                   Senior Vice President of the Adviser,**
58                                                            with which he has been associated since
                                                              prior to 2007.

Samantha S. Lau,             Vice President                   Senior Vice President of the Adviser,**
40                                                            with which she has been associated since
                                                              prior to 2007.

Wen-Tse Tseng,               Vice President                   Senior Vice President of the Adviser,**
46                                                            with which he has been associated since
                                                              prior to 2007.

Stephen M. Woetzel,          Controller                       Vice President of ABIS,** with which he
40                                                            has been associated since prior to 2007.

Small Cap Growth
----------------

Bruce K. Aronow,             Senior Vice President            See above.
46

N. Kumar Kirpalani,          Vice President                   See above.
58

Samantha S. Lau,             Vice President                   See above.
40

Wen-Tse Tseng,               Vice President                   See above.
46

Phyllis J. Clarke,           Controller                       See above.
51

U.S. Strategic Research
-----------------------

Joseph G. Carson,            Senior Vice President            Senior Vice President of the Adviser,**
60                                                            with which he has been associated since
                                                              prior to 2007.

Amy P. Raskin,               Vice President                   See above.
41

Catherine D. Wood,           Vice President                   Senior Vice President of the Adviser,**
56                                                            with which she has been associated since
                                                              prior to 2007.

Vadim Zlotnikov,             Vice President                   See above.
50

Phyllis J. Clarke,           Controller                       See above.
51

Global Thematic Growth
----------------------

Joseph G. Carson,            Vice President                   See above.
60

Amy P. Raskin,               Vice President                   See above.
41

Catherine D. Wood,           Vice President                   See above.
56

Vadim Zlotnikov,             Vice President                   See above.
50

Phyllis J. Clarke,           Controller                       See above.
51

International Growth
--------------------

Robert Alster,               Vice President                   Senior Vice President of the Adviser,**
51                                                            with which he has been associated since
                                                              prior to 2007.

William A. Johnston,         Vice President                   Senior Vice President of
51                                                            AllianceBernstein Limited ("ABL")** and
                                                              Senior Vice President of the Adviser,**
                                                              with which he has been associated since
                                                              prior to 2007.

Daniel C. Roarty,            Vice President                   Senior Vice President of the Adviser**
40                                                            and Sector Head for the technology
                                                              sector of the Global International
                                                              Research Growth team, with which he has
                                                              been associated since May 2011. Prior
                                                              thereto, he was in research and
                                                              portfolio management at Nuveen
                                                              Investments since prior to 2007.

Tassos M. Stassopoulos,      Vice President                   Senior Vice President of the Adviser,**
44                                                            with which he has been associated since
                                                              November 2007.  Prior thereto, he was a
                                                              Managing Director since 2005 and a
                                                              senior analyst and sector head for Pan
                                                              European Travel and Leisure coverage at
                                                              Credit Suisse since prior to 2007.

Christopher M. Toub,         Vice President                   Senior Vice President of the Adviser,**
53                                                            with which he has been associated since
                                                              prior to 2007.

Phyllis J. Clarke,           Controller                       See above.
51

International Discovery Equity
------------------------------

Liliana C. Dearth,           Vice President                   Senior Vice President of the Adviser,**
43                                                            with which she has been associated since
                                                              prior to 2007.

Phyllis J. Clarke,           Controller                       See above.
51

International Focus 40
----------------------

Laurent Saltiel,             Vice President                   Senior Vice President of the Adviser,**
42                                                            with which he has been associated since
                                                              June 2010.  Prior thereto, he was
                                                              associated with Janus Capital as a
                                                              portfolio manager since prior to 2007.

Phyllis J. Clarke,           Controller                       See above.
51
-------------------



*     The address for each of the Funds' Officers is 1345 Avenue of the
      Americas, New York, NY 10105.
**    The Adviser, ABI, ABIS and ABL are affiliates of the Funds.

            The Funds do not pay any fees to, or reimburse expenses of, their
Directors who are considered an "interested person" (as defined in Section
2(a)(19) of the 1940 Act) of the Funds. The aggregate compensation paid to each
of the Directors by each Fund for the fiscal year ended June 30, 2012 or July
31, 2012, as applicable, the aggregate compensation paid to each of the
Directors during calendar year 2011 by the AllianceBernstein Fund Complex and
the total number of registered investment companies (and separate investment
portfolios within the companies) in the AllianceBernstein Fund Complex with
respect to which each of the Directors serves as a director, are set forth
below. Neither the Funds nor any other registered investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or
retirement benefits to any of its Directors. Each of the Directors is a director
of one or more other registered investment companies in the AllianceBernstein
Fund Complex.




                            Aggregate       Aggregate      Aggregate        Aggregate
                            Compensation    Compensation   Compensation     Compensation
Name of Trustee or          from the        from Large     from Discovery   from Small
Director                    Growth Fund     Cap Growth     Growth           Cap Growth
------------------          ------------    ------------   --------------   ------------
                                                                  
John H. Dobkin                $ 6,075         $ 6,075        $ 6,075          $  893
Michael J. Downey             $ 6,075         $ 6,075        $ 6,075          $  893
William H. Foulk, Jr.         $11,470         $11,470        $11,470          $1,607
D. James Guzy                 $ 4,610         $ 4,610        $ 4,610          $  600
Nancy P. Jacklin              $ 6,075         $ 6,075        $ 6,075          $  893
Robert M. Keith               $     0         $     0        $     0          $    0
Garry L. Moody                $ 6,750         $ 6,750        $ 6,750          $  982
Marshall C. Turner, Jr.       $ 6,075         $ 6,075        $ 6,075          $  893
Earl D. Weiner                $ 6,509         $ 6,509        $ 6,509          $  950



                            Aggregate       Aggregate      Aggregate
                            Compensation    Compensation   Compensation
                            from U.S.       from Global    from
Name of Trustee or          Strategic       Thematic       International
Director                    Research        Growth         Growth
------------------          ------------    ------------   -------------
John H. Dobkin                $  893          $ 6,075        $ 6,075
Michael J. Downey             $  893          $ 6,075        $ 6,075
William H. Foulk, Jr.         $1,607          $11,470        $11,470
D. James Guzy                 $  600          $ 4,610        $ 4,610
Nancy P. Jacklin              $  893          $ 6,075        $ 6,075
Robert M. Keith               $    0          $     0        $     0
Garry L. Moody                $  982          $ 6,750        $ 6,750
Marshall C. Turner, Jr.       $  893          $ 6,075        $ 6,075
Earl D. Weiner                $  950          $ 6,510        $ 6,510



                             Aggregate Compensation    Aggregate Compensation
Name of Trustee              from International        from International
or Director                  Discovery Equity          Focus 40
---------------              ----------------------    ----------------------
John H. Dobkin                       $  893                     $171
Michael J. Downey                    $  893                     $171
William H. Foulk, Jr.                $1,606                     $323
D. James Guzy                        $  600                     $171
Nancy P. Jacklin                     $  893                     $171
Robert M. Keith                      $    0                     $  0
Garry L. Moody                       $  981                     $190
Marshall C. Turner, Jr.              $  893                     $171
Earl D. Weiner                       $  950                     $183




                                                  Total Number
                                                  of Registered Investment
                                                  Companies in the           Total Number of
                                                  AllianceBernstein          Investment Portfolios
                                                  Fund Complex,              within the Alliance-
                           Total Compensation     including the              Bernstein Fund
                           from the               Fund, as to which          Complex, including the
                           AllianceBernstein      the Trustee                Fund, as to which the
Name of Trustee            Fund Complex,          or Director is a           Trustee or Director is a
or Director                including the Funds    Director or Trustee        Director or Trustee
---------------            -------------------    ------------------------   ------------------------
                                                                              
John H. Dobkin                 $252,000                    31                          100
Michael J. Downey              $252,000                    31                          100
William H. Foulk, Jr.          $493,700                    31                          100
D. James Guzy                  $252,000                    31                          100
Nancy P. Jacklin               $252,000                    31                          100
Robert M. Keith                $      0                    31                          100
Garry L. Moody                 $280,000                    31                          100
Marshall C. Turner, Jr.        $252,000                    31                          100
Earl D. Weiner                 $270,000                    31                          100


            As of October 5, 2012, the Directors and officers of each of the
Funds, as a group owned less than 1% of the shares of each Fund, except with
respect to International Focus 40 and International Discovery Equity, in which
the Directors and officers as a group owned 1.33% and 2.08%, respectively, of
the Funds' shares.

Additional Information About the Funds' Portfolio Managers
----------------------------------------------------------

GROWTH FUND
-----------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's U.S. Growth senior sector analysts, with
oversight by the Adviser's Investment Advisory Members. Frank V. Caruso, Amy P.
Raskin and Vadim Zlotnikov are the investment professionals(1) with the most
significant responsibility for the day-to-day management of the Fund's
portfolio. For additional information about the portfolio management of the
Fund, see "Management of the Funds - Portfolio Managers" in the Fund's
Prospectus.

----------------
(1)        Investment professionals at the Adviser include portfolio managers
           and research analysts. Investment professionals are part of
           investment groups (or teams) that service individual fund portfolios.
           The number of investment professionals assigned to a particular fund
           will vary from fund to fund.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2012 are set forth
below.

                DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND(2)

                Frank V. Caruso                     None
                Amy P. Raskin                       None
                Vadim Zlotnikov                     None

--------
(2)        The dollar range of equity securities in the Fund includes vested
           shares awarded under the Adviser's Partners Compensation Plan (the
           "Plan").


            As of July 31, 2012, employees of the Adviser had approximately
$2,256,925 invested in shares of the Fund and approximately $118,751,218
invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2012.



-----------------------------------------------------------------------------------------------------------
                                            REGISTERED INVESTMENT COMPANIES
                                                  (excluding the Fund)
-----------------------------------------------------------------------------------------------------------


                                                                    Number of            Total Assets of
                                                                    Registered           Registered
                           Total Number       Total Assets of       Investment           Investment
                           of Registered      Registered            Companies            Companies
                           Investment         Investment            Managed with         Managed
                           Companies          Companies             Performance-         with Performance-
Portfolio Manager          Managed            Managed               based Fees           based Fees
-----------------------------------------------------------------------------------------------------------


                                                                             
Frank V. Caruso                 12            $ 6,720,000,000            6               $ 3,360,000,000
Amy P. Raskin                   25            $ 5,078,000,000           13               $ 2,931,000,000
Vadim Zlotnikov                131            $21,175,000,000           66               $10,980,000,000
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                         OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                                                                    Number of            Total Assets of
                                                                    Other Pooled         Other Pooled
                           Total Number of    Total Assets of       Investment           Investment
                           Other Pooled       Other Pooled          Vehicles             Vehicles
                           Investment         Investment            Managed with         Managed with
                           Vehicles           Vehicles              Performance-         Performance-
Portfolio Manager          Managed            Managed               based Fees           based Fees
-----------------------------------------------------------------------------------------------------------

                                                                             
Frank V. Caruso                  3            $   83,000,000            None                 None
Amy P. Raskin                   58            $4,904,000,000             1               $61,000,000
Vadim Zlotnikov                122            $6,787,000,000             2               $77,000,000
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                                OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------


                                                                                        Total Assets of
                                              Total Assets          Number of Other     Other Accounts
                           Total Number of    of Other              Accounts Managed    Managed with
                           Other Accounts     Accounts              with Performance-   Performance-
Portfolio Manager          Managed            Managed               based Fees          based Fees
-----------------------------------------------------------------------------------------------------------

                                                                              
Frank V. Caruso               23,342          $2,188,000,000             None               None
Amy P. Raskin                    130          $1,899,000,000             None               None
Vadim Zlotnikov               28,666          $8,985,000,000               3             $75,000,000
-----------------------------------------------------------------------------------------------------------




LARGE CAP GROWTH
----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's U.S. Large Cap Growth Investment Team. Frank
V. Caruso, Vincent C. DuPont and John H. Fogarty are the investment
professionals with the most significant responsibility for the day-to-day
management of the Fund's portfolio. For additional information about the
portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2012 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND(3)

                 Frank V. Caruso                         None
                 Vincent C. DuPont                       None
                 John H. Fogarty                         None
--------
(3)        The dollar range of equity securities in the Fund includes vested
           shares awarded under the Plan.

            As of July 31, 2012, employees of the Adviser had approximately
$3,035,497 invested in shares of the Fund and approximately $118,751,218
invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2012.



-----------------------------------------------------------------------------------------------------------
                                       REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------


                                                                    Number of
                                                                    Registered            Total Assets of
                           Total Number        Total Assets         Investment            Registered
                           of Registered       of Registered        Companies             Investment
                           Investment          Investment           Managed with          Companies Managed
                           Companies           Companies            Performance-          with Performance-
Portfolio Manager          Managed             Managed              based Fees            based Fees
-----------------------------------------------------------------------------------------------------------

                                                                               
Frank V. Caruso                12              $6,720,000,000            6                 $3,360,000,000
Vincent C. DuPont               8              $5,418,000,000            4                 $2,709,000,000
John H. Fogarty                14              $6,766,000,000            7                 $3,383,000,000
-----------------------------------------------------------------------------------------------------------








-----------------------------------------------------------------------------------------------------------
                                        OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                                                                    Number of
                                                                    Other Pooled           Total Assets of
                           Total Number of     Total Assets of      Investment             Other Pooled
                           Other Pooled        Other Pooled         Vehicles               Investment Vehicles
                           Investment          Investment           Managed with           Managed with
                           Vehicles            Vehicles             Performance-           Performance-
Portfolio Manager          Managed             Managed              based Fees             based Fees
-----------------------------------------------------------------------------------------------------------

                                                                               
Frank V. Caruso                 3               $83,000,000             None                    None
Vincent C. DuPont              None                None                 None                    None
John H. Fogarty                 1               $2,000,000                7                $3,383,000,000
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                                OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------


                                                                                           Total Assets of
                                               Total Assets         Number of Other        Other Accounts
                           Total Number of     of Other             Accounts Managed       Managed with
                           Other Accounts      Accounts             with Performance-      Performance-
Portfolio Manager          Managed             Managed              based Fees             based Fees
-----------------------------------------------------------------------------------------------------------

                                                                                    
Frank V. Caruso               23,342           $2,188,000,000            None                   None
Vincent C. DuPont                  8           $  237,000,000            None                   None
John H. Fogarty                   10           $  371,000,000            None                   None
-----------------------------------------------------------------------------------------------------------



DISCOVERY GROWTH
----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Small/Mid Cap Growth Investment Team. Bruce
K. Aronow, N. Kumar Kirpalani, Samantha S. Lau and Wen-Tse Tseng are the
investment professionals primarily responsible for the day-to-day management of
the Fund's portfolio. For additional information about the portfolio management
of the Fund, see "Management of the Funds - Portfolio Managers" in the Fund's
Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2012 are set forth
below.


                DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND(4)

                Bruce K. Aronow                   None
                N. Kumar Kirpalani                None(5)
                Samantha S. Lau                   None
                Wen-Tse Tseng                     None(6)

----------------

(4)        The dollar range of equity securities in the Fund includes vested
           shares awarded under the Plan.

(5)        For information presented as of the fiscal year ended July 31, 2012,
           with respect to Mr. Kirpalani, if unvested shares awarded for
           calendar years prior to 2009 under the Plan were included, the range
           would be $10,001-$50,000.

(6)        For information presented as of the fiscal year ended July 31, 2012,
           with respect to Mr. Tseng, if unvested shares awarded for calendar
           years prior to 2009 under the Plan were included, the range would be
           $10,001-$50,000.

            As of July 31, 2012, employees of the Adviser had approximately
$2,207,727 invested in shares of the Fund and approximately $118,751,218
invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2012.



-----------------------------------------------------------------------------------------------------------
                                      REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------


                                                                    Number of
                                                                    Registered            Total Assets of
                           Total Number of     Total Assets of      Investment            Registered
                           Registered          Registered           Companies             Investment
                           Investment          Investment           Managed with          Companies Managed
                           Companies           Companies            Performance-          with Performance-
Portfolio Manager          Managed             Managed              based Fees            based Fees
-----------------------------------------------------------------------------------------------------------

                                                                               
Bruce K. Aronow                65              $7,310,000,000            33                $4,118,000,000
N. Kumar Kirpalani             61              $7,113,000,000            31                $4,020,000,000
Samantha S. Lau                61              $7,113,000,000            31                $4,020,000,000
Wen-Tse Tseng                  61              $7,113,000,000            31                $4,020,000,000
-----------------------------------------------------------------------------------------------------------




-----------------------------------------------------------------------------------------------------------
                                        OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                                                                    Number of Other
                                                                    Pooled                Total Assets of
                                                                    Investment            Other Pooled
                           Total Number of     Total Assets of      Vehicles              Investment Vehicles
                           Other Pooled        Other Pooled         Managed with          Managed with
                           Investment          Investment Vehicles  Performance-          Performance-
Portfolio Manager          Vehicles Managed    Managed              based Fees            based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                    
Bruce K. Aronow                 52             $157,000,000             None                    None
N. Kumar Kirpalani              51             $155,000,000             None                    None
Samantha S. Lau                 51             $155,000,000             None                    None
Wen-Tse Tseng                   52             $155,000,000             None                    None
-----------------------------------------------------------------------------------------------------------




-----------------------------------------------------------------------------------------------------------
                                                OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------

                                                                                          Total Assets of
                                                                    Number of Other       Other Accounts
                           Total Number of     Total Assets of      Accounts Managed      Managed with
                           Other Accounts      Other Accounts       with Performance-     Performance-
Portfolio Manager          Managed             Managed              based Fees            based Fees
-----------------------------------------------------------------------------------------------------------
                                                                              
Bruce K. Aronow                  30            $1,907,000,000             3               $324,000,000
N. Kumar Kirpalani               28            $1,773,000,000             3               $324,000,000
Samantha S. Lau                  28            $1,773,000,000             3               $324,000,000
Wen-Tse Tseng                    28            $1,773,000,000             3               $324,000,000
-----------------------------------------------------------------------------------------------------------


SMALL CAP GROWTH
-----------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Small Cap Growth Investment Team. Bruce K.
Aronow, N. Kumar Kirpalani, Samantha S. Lau and Wen-Tse Tseng are the investment
professionals with the most significant responsibility for the day-to-day
management of the Fund's portfolio. For additional information about the
portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2012 are set forth
below.

               DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND(7)

                      Bruce K. Aronow                  None(8)
                      N. Kumar Kirpalani               None(9)
                      Samantha S. Lau                  None
                      Wen-Tse Tseng                    None(10)

--------
(7)        The dollar range of equity securities in the Fund includes vested
           shares awarded under the Plan.

(8)       For information presented as of the fiscal year ended July 31, 2012,
           with respect to Mr. Aronow, if unvested shares awarded for calendar
           years prior to 2009 under the Plan were included, the range would be
           $100,001-$500,000.

(9)       For information presented as of the fiscal year ended July 31, 2012,
           with respect to Mr. Kirpalani, if unvested shares awarded for
           calendar years prior to 2009 under the Plan were included, the range
           would be $10,001-$50,000.

(10)       For information presented as of the fiscal year ended July 31, 2012,
           with respect to Mr. Tseng, if unvested shares awarded for calendar
           years prior to 2009 under the Plan were included, the range would be
           $10,001-$50,000.

            As of July 31, 2012, employees of the Adviser had approximately
$3,031,545 invested in shares of the Fund and approximately $118,751,218
invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2012.



-----------------------------------------------------------------------------------------------------------
                                      REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------
                                                                      Number of            Total Assets of
                                                                      Registered           Registered
                          Total Number of     Total Assets of         Investment           Investment
                          Registered          Registered              Companies            Companies
                          Investment          Investment              Managed with         Managed with
                          Companies           Companies               Performance-         Performance-
Portfolio Manager         Managed             Managed                 based Fees           based Fees
-----------------------------------------------------------------------------------------------------------
                                                                               
Bruce K. Aronow               65              $7,474,000,000               33              $4,118,000,000
N. Kumar Kirpalani            61              $7,277,000,000               31              $4,020,000,000
Samantha S. Lau               61              $7,277,000,000               31              $4,020,000,000
Wen-Tse Tseng                 61              $7,277,000,000               31              $4,020,000,000
-----------------------------------------------------------------------------------------------------------




-----------------------------------------------------------------------------------------------------------
                                     OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                                                                      Number of Other      Total Assets of
                                                                      Pooled               Other Pooled
                                                                      Investment           Investment
                          Total Number of     Total Assets of         Vehicles             Vehicles
                          Other Pooled        Other Pooled            Managed with         Managed with
                          Investment          Investment              Performance-         Performance-
Portfolio Manager         Vehicles Managed    Vehicles Managed        Based Fees           Based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                    
Bruce K. Aronow                52               $157,000,000               None                 None
N. Kumar Kirpalani             51               $155,000,000               None                 None
Samantha S. Lau                51               $155,000,000               None                 None
Wen-Tse Tseng                  51               $155,000,000               None                 None
-----------------------------------------------------------------------------------------------------------





-----------------------------------------------------------------------------------------------------------
                                              OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------


                                                                                           Total Assets of
                                              Total Assets of         Number of Other      Other Accounts
                          Total Number of     Other                   Accounts Managed     Managed with
                          Other Accounts      Accounts                with Performance-    Performance-
Portfolio Manager         Managed             Managed                 based Fees           based Fees
-----------------------------------------------------------------------------------------------------------
                                                                               
Bruce K. Aronow                 30            $1,907,000,000               3               $324,000,000
N. Kumar Kirpalani              28            $1,773,000,000               3               $324,000,000
Samantha S. Lau                 28            $1,773,000,000               3               $324,000,000
Wen-Tse Tseng                   28            $1,773,000,000               3               $324,000,000
-----------------------------------------------------------------------------------------------------------


U.S. STRATEGIC RESEARCH
-----------------------


            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Strategic Research Investment Team. Joseph
G. Carson, Amy P. Raskin, Catherine D. Wood and Vadim Zlotnikov are the
investment professionals with the most significant responsibility for the
day-to-day management of the Fund's portfolio. For additional information about
the portfolio management of the Fund, see "Management of the Funds - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of June 30, 2012 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

                     Joseph G. Carson                  None
                     Amy P. Raskin                     None
                     Catherine D. Wood                 None
                     Vadim Zlotnikov                   None

            As of June 30, 2012, employees of the Adviser had approximately
$118,422,119 invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2012.




-----------------------------------------------------------------------------------------------------------
                                       REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------

                                                                    Number of              Total Assets of
                           Total Number of                          Registered             Registered
                           Registered          Total Assets of      Investment Companies   Investment
                           Investment          Registered           Managed with           Companies Managed
                           Companies           Investment           Performance-           with Performance-
Portfolio Manager          Managed             Companies Managed    based Fees             based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                   
Joseph G. Carson                33              $ 4,326,000,000         None                     None
Amy P. Raskin                   12              $ 2,960,000,000         None                     None
Catherine D. Wood                8              $ 1,207,000,000         None                     None
Vadim Zlotnikov                 67              $11,040,000,000         None                     None
-----------------------------------------------------------------------------------------------------------





-----------------------------------------------------------------------------------------------------------
                                      OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------

                                                                    Number of
                                                                    Other Pooled       Total Assets of
                           Total Number of     Total Assets of      Investment         Other Pooled
                           Other Pooled        Other Pooled         Vehicles           Investment Vehicles
                           Investment          Investment           Managed with       Managed with
                           Vehicles            Vehicles             Performance-       Performance-
Portfolio Manager          Managed             Managed              based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                           
Joseph G. Carson                 46             $3,018,000,000          None               None
Amy P. Raskin                    58             $4,872,000,000           1             $60,000,000
Catherine D. Wood                33             $2,763,000,000          None               None
Vadim Zlotnikov                 123             $6,733,000,000           2             $76,000,000
-----------------------------------------------------------------------------------------------------------




-----------------------------------------------------------------------------------------------------------
                                                  OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------
                                                                                            Total Assets of
                                                                    Number of Other         Other Accounts
                           Total Number of     Total Assets of      Accounts Managed        Managed with
                           Other Accounts      Other Accounts       with Performance-       Performance-
Portfolio Manager          Managed             Managed              based Fees              based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                 
Joseph G. Carson                133            $1,908,000,000            None                    None
Amy P. Raskin                   143            $2,527,000,000             3                  $411,000,000
Catherine D. Wood               122            $  575,000,000            None                    None
Vadim Zlotnikov              28,906            $9,549,000,000             5                  $462,000,000
-----------------------------------------------------------------------------------------------------------


GLOBAL THEMATIC GROWTH
----------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Global Thematic Growth Investment Team.
Joseph G. Carson, Amy P. Raskin, Catherine D. Wood and Vadim Zlotnikov are the
investment professionals primarily responsible for the day-to-day management of
the Fund's portfolio. For additional information about the portfolio management
of the Fund, see "Management of the Funds - Portfolio Managers" in the Fund's
Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of July 31, 2012 are set forth
below.

               DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND(11)

                 Joseph G. Carson                    None
                 Amy P. Raskin                  $50,001-$100,000
                 Catherine D. Wood              Over $1,000,000
                 Vadim Zlotnikov                     None
--------
(11)       The dollar range of equity securities in the Fund includes vested
           shares awarded under the Plan.

            As of July 31, 2012, employees of the Adviser had approximately
$6,199,772 invested in shares of the Fund and approximately $118,751,218
invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of July 31,
2012.



-----------------------------------------------------------------------------------------------------------
                                       REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------


                                                                    Number of
                                                                    Registered           Total Assets of
                           Total Number of     Total Assets of      Investment           Registered
                           Registered          Registered           Companies            Investment
                           Investment          Investment           Managed with         Companies Managed
                           Companies           Companies            Performance-         with Performance-
Portfolio Manager          Managed             Managed              based Fees           based Fees
-----------------------------------------------------------------------------------------------------------
                                                                             
Joseph G. Carson               63              $ 7,778,000,000           32              $ 4,281,000,000
Amy P. Raskin                  25              $ 5,078,000,000           13              $ 2,431,000,000
Catherine D. Wood              17              $ 1,566,000,000            9              $ 1,175,000,000
Vadim Zlotnikov               131              $21,175,000,000           66              $10,980,000,000
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                       OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                                                                     Number of Other     Total Assets of
                           Total Number of     Total Assets of       Pooled Investment   Other Pooled
                           Pooled              Other Pooled          Vehicles            Investment Vehicles
                           Investment          Investment            Managed with        Managed with
                           Vehicles            Vehicles              Performance-        Performance-
Portfolio Manager          Managed             Managed               based Fees          based Fees
-----------------------------------------------------------------------------------------------------------

                                                                                
Joseph G. Carson               46              $3,040,000,000             None                  None
Amy P. Raskin                  58              $4,904,000,000               1               $61,000,000
Catherine D. Wood              33              $2,772,000,000             None                  None
Vadim Zlotnikov               122              $6,787,000,000               2               $77,000,000
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                                OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------

                                                                                         Total Assets
                                                                    Number of Other      of Other
                           Total Number of     Total Assets of      Accounts Managed     Accounts Managed
                           Other Accounts      Other Accounts       with Performance-    with Performance-
Portfolio Manager          Managed             Managed              based Fees           based Fees
-----------------------------------------------------------------------------------------------------------


                                                                                
Joseph G. Carson                129            $2,072,000,000             None                 None
Amy P. Raskin                   130            $1,899,000,000             None                 None
Catherine D. Wood               118            $  570,000,000             None                 None
Vadim Zlotnikov              28,666            $8,985,000,000               2               $77,000,000
-----------------------------------------------------------------------------------------------------------




INTERNATIONAL GROWTH
--------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's International Growth sector heads, with
oversight by the Adviser's International Growth Investment Advisory Members.
Robert Alster, William A. Johnston, Daniel C. Roarty, Tassos Stassopoulos and
Christopher M. Toub are the investment professionals with the most significant
responsibility for the day-to-day management of the Fund's portfolio. For
additional information about the portfolio management of the Fund, see
"Management of the Funds - Portfolio Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio managers as of June 30, 2012 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND(12)

                 Robert Alster                        None
                 William A. Johnston                  None
                 Daniel C. Roarty                     None
                 Tassos Stassopoulos                  None(13)
                 Christopher M. Toub                  None(14)

--------------------
(12)       The dollar range of equity securities in the Fund includes vested
           shares awarded under the Plan.

(13)       For information presented as of the fiscal year ended June 30, 2012,
           with respect to Mr. Stassopoulos, if unvested shares awarded for
           calendar years prior to 2009 under the Plan were included, the range
           would be $10,001-$50,000.

(14)       For information presented as of the fiscal year ended June 30, 2012,
           with respect to Mr. Toub, if unvested shares awarded for calendar
           years prior to 2009 under the Plan were included, the range would be
           $500,001-$1,000,000.
            As of June 30, 2012, employees of the Adviser had approximately
$3,017,747 invested in shares of the Fund and approximately $118,422,119
invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Fund's portfolio managers also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of June 30,
2012.



-----------------------------------------------------------------------------------------------------------
                                       REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------


                                                                    Number of
                                                                    Registered              Total Assets
                            Total Number of    Total Assets of      Investment              of Registered
                            Registered         Registered           Companies               Investment
                            Investment         Investment           Managed with            Companies Managed
                            Companies          Companies            Performance-            with Performance-
Portfolio Manager           Managed            Managed              based Fees              based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                    
Robert Alster                     4            $  445,000,000           None                      None
William A. Johnston               3            $  437,000,000           None                      None
Daniel C. Roarty                  3            $  437,000,000           None                      None
Tassos Stassopoulos               3            $  437,000,000           None                      None
Christopher M. Toub              30            $4,473,000,000           None                      None
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                       OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                            Total Number                            Number of Other      Total Assets of
                            of Other           Total Assets of      Pooled Investment    Other Pooled
                            Pooled             Other Pooled         Vehicles             Investment Vehicles
                            Investment         Investment           Managed with         Managed with
                            Vehicles           Vehicles             Performance-         Performance-
Portfolio Manager           Managed            Managed              based Fees           based Fees
-----------------------------------------------------------------------------------------------------------

                                                                               
Robert Alster                    26            $2,114,000,000              1                $60,000,000
William A. Johnston              26            $2,114,000,000              1                $60,000,000
Daniel C. Roarty                 25            $2,109,000,000              1                $60,000,000
Tassos Stassopoulos              25            $2,109,000,000              1                $60,000,000
Christopher M. Toub              90            $4,045,000,000              2                $76,000,000
-----------------------------------------------------------------------------------------------------------






-----------------------------------------------------------------------------------------------------------
                                             OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------


                                                                                            Total Assets of
                            Total Number       Total Assets         Number of Other         Other Accounts
                            of Other           of Other             Accounts Managed        Managed with
                            Accounts           Accounts             with Performance-       Performance-
Portfolio Manager           Managed            Managed              based Fees              based Fees
-----------------------------------------------------------------------------------------------------------

                                                                                  
Robert Alster                    27            $2,611,000,000               3                  $411,000,000
William A. Johnston              27            $2,611,000,000               3                  $411,000,000
Daniel C. Roarty                 23            $2,087,000,000               3                  $411,000,000
Tassos Stassopoulos              23            $2,087,000,000               3                  $411,000,000
Christopher M. Toub              30            $2,674,000,000               4                  $445,000,000
-----------------------------------------------------------------------------------------------------------


INTERNATIONAL DISCOVERY EQUITY
-------------------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by Liliana C. Dearth, a Senior Vice President of the Adviser,
with which she has been associated in a substantially similar capacity to her
current position since prior to 2007. For additional information about the
portfolio management of the Fund, see "Management of the Fund - Portfolio
Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of June 30, 2012 are set forth
below.
                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

                  Liliana C. Dearth                   None(15)

--------
(15)       As of October 5, 2012, Ms. Dearth's dollar range of equity
           securities in the Fund was $100,001 to $500,000.




            As of June 30, 2012, employees of the Adviser had approximately
$118,422,119 invested in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Portfolio Manager also has day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of June 30, 2012.



-----------------------------------------------------------------------------------------------------------
                                      REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------


                                                                      Number of
                                                                      Registered         Total Assets of
                           Total Number                               Investment         Registered
                           of Registered     Total Assets of          Companies          Investment
                           Investment        Registered               Managed with       Companies Managed
                           Companies         Investment               Performance-       with Performance-
Portfolio Manager          Managed           Companies Managed        based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                   
Liliana C. Dearth              None                 None                  None                 None
-----------------------------------------------------------------------------------------------------------





-----------------------------------------------------------------------------------------------------------
                                     OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------


                                                                      Number of
                                                                      Other Pooled       Total Assets of
                           Total Number                               Investment         Other Pooled
                           of Other Pooled   Total Assets of          Vehicles           Investment
                           Investment        Other Pooled             Managed with       Vehicles Managed
                           Vehicles          Investment               Performance-       with Performance-
Portfolio Manager          Managed           Vehicles Managed         based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                  
Liliana C. Dearth               None                None                 None                 None
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                               OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------


                                                                      Number of          Total Assets
                           Total Number                               Other Accounts     of Other
                           of Other          Total Assets             Managed with       Accounts Managed
                           Accounts          of Other                 Performance-       with Performance-
Portfolio Manager          Managed           Accounts Managed         based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                  
Liliana C. Dearth               None                None                 None                 None
-----------------------------------------------------------------------------------------------------------




INTERNATIONAL FOCUS 40
----------------------

            Laurent Saltiel is the investment professional primarily responsible
for the day-to-day management of the Fund's portfolio. For additional
information about the portfolio management of the Fund, see "Management of the
Fund - Portfolio Managers" in the Fund's Prospectus.

            The dollar ranges of the Fund's equity securities owned directly or
beneficially by the Fund's portfolio manager as of June 30, 2012 are set forth
below.

                 DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND

                  Laurent Saltiel            $500,001-$1,000,000

            As of June 30, 2012, employees of the Adviser had approximately
$118,422,119 in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Portfolio Manager also has day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of June 30, 2012.



-----------------------------------------------------------------------------------------------------------
                                      REGISTERED INVESTMENT COMPANIES
                                            (excluding the Fund)
-----------------------------------------------------------------------------------------------------------

                                                                      Number of          Total Assets of
                                                                      Registered         Registered
                           Total Number                               Investment         Investment
                           of Registered     Total Assets of          Companies          Companies
                           Investment        Registered               Managed with       Managed with
                           Companies         Investment               Performance-       Performance-
Portfolio Manager          Managed           Companies Managed        based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                 
Laurent Saltiel                 26             $4,033,000,000             None                None
-----------------------------------------------------------------------------------------------------------







-----------------------------------------------------------------------------------------------------------
                                       OTHER POOLED INVESTMENT VEHICLES
-----------------------------------------------------------------------------------------------------------

                                                                      Number of
                           Total Number                               Other Pooled       Total Assets of
                           of Other                                   Investment         Other Pooled
                           Pooled                                     Vehicles           Investment
                           Investment        Total Assets of Other    Managed with       Vehicles Managed
                           Vehicles          Pooled Investment        Performance-       with Performance-
Portfolio Manager          Managed           Vehicles Managed         based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                                
Laurent Saltiel                62              $1,928,000,000             1                 $16,000,000
-----------------------------------------------------------------------------------------------------------





-----------------------------------------------------------------------------------------------------------
                                               OTHER ACCOUNTS
-----------------------------------------------------------------------------------------------------------


                                                                      Number of          Total Assets of
                           Total Number                               Other Accounts     Other Accounts
                           of Other                                   Managed with       Managed with
                           Accounts          Total Assets of Other    Performance-       Performance-
Portfolio Manager          Managed           Accounts Managed         based Fees         based Fees
-----------------------------------------------------------------------------------------------------------
                                                                               
Laurent Saltiel                7               $587,000,000               1                $34,000,000
-----------------------------------------------------------------------------------------------------------




Investment Professional Conflict of Interest Disclosure
-------------------------------------------------------

            As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.

            Employee Personal Trading. The Adviser has adopted a Code of
Business Conduct and Ethics that is designed to detect and prevent conflicts of
interest when investment professionals and other personnel of the Adviser own,
buy or sell securities which may be owned by, or bought or sold for, clients.
Personal securities transactions by an employee may raise a potential conflict
of interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, the Adviser permits its
employees to engage in personal securities transactions, and also allows them to
acquire investments in certain Funds managed by the Adviser. The Adviser's Code
of Business Conduct and Ethics requires disclosure of all personal accounts and
maintenance of brokerage accounts with designated broker-dealers approved by the
Adviser. The Code of Business Conduct and Ethics also requires preclearance of
all securities transactions (except transactions in U.S. Treasuries and open-end
mutual funds) and imposes a 90-day holding period for securities purchased by
employees to discourage short-term trading.

            Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of
interest relating to the management of multiple accounts for multiple clients.
Conflicts of interest may arise when an investment professional has
responsibilities for the investments of more than one account because the
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each
client may have responsibilities for managing all or a portion of the
investments of multiple accounts with a common investment strategy, including
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable
foundations. Among other things, the Adviser's policies and procedures provide
for the prompt dissemination to investment professionals of initial or changed
investment recommendations by analysts so that investment professionals are
better able to develop investment strategies for all accounts they manage. In
addition, investment decisions by investment professionals are reviewed for the
purpose of maintaining uniformity among similar accounts and ensuring that
accounts are treated equitably. Investment professional compensation reflects a
broad contribution in multiple dimensions to long-term investment success for
our clients and is generally not tied specifically to the performance of any
particular client's account, nor is it generally tied directly to the level or
change in level of assets under management.

            Allocating Investment Opportunities. The investment professionals at
the Adviser routinely are required to select and allocate investment
opportunities among accounts. The Adviser has adopted policies and procedures
intended to address conflicts of interest relating to the allocation of
investment opportunities. These policies and procedures are designed to ensure
that information relevant to investment decisions is disseminated promptly
within its portfolio management teams and investment opportunities are allocated
equitably among different clients. The policies and procedures require, among
other things, objective allocation for limited investment opportunities (e.g.,
on a rotational basis), and documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account. Portfolio holdings, position sizes,
and industry and sector exposures tend to be similar across similar accounts,
which minimizes the potential for conflicts of interest relating to the
allocation of investment opportunities. Nevertheless, access to portfolio funds
or other investment opportunities may be allocated differently among accounts
due to the particular characteristics of an account, such as size of the
account, cash position, tax status, risk tolerance and investment restrictions
or for other reasons.

            The Adviser's procedures are also designed to address potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which the
Adviser could share in investment gains.

Portfolio Manager Compensation
------------------------------

            The Adviser's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the
highest caliber employees. The compensation program for investment professionals
is designed to reflect their ability to generate long-term investment success
for our clients, including shareholders of the AllianceBernstein Mutual Funds.
The Portfolio Managers of the Funds do not receive any direct compensation based
upon the investment returns of any individual client account, and compensation
is not tied directly to the level or change in level of assets under management.
The Portfolio Managers' annual compensation is comprised of the following:

            (i) Fixed base salary: The base salary is a fixed cash amount within
a similar range for all senior investment professionals. The base salary does
not change significantly from year-to-year and hence, is not particularly
sensitive to performance.

            (ii) Discretionary incentive compensation in the form of an annual
cash bonus: The Adviser's overall profitability determines the total amount of
incentive compensation available to Portfolio Managers. Incentive compensation
paid to a Portfolio Manager is determined subjectively based on qualitative and
quantitative factors. Quantitative factors, which are weighted more heavily, are
driven by investment performance, including measures of absolute, relative and
risk-adjusted performance. Relative and risk-adjusted returns are determined
based on the benchmark in the Fund's prospectus and versus peers over one-,
three- and five-year calendar periods, with more weight given to longer time
periods. There are no specific formulas used to determine this part of a
Portfolio Manager's compensation and the compensation is not tied to any
pre-determined or specified level of performance.

            The qualitative component of incentive compensation incorporates the
investment professional's contributions to the investment process and Fund
success. Among the important assets are: thought leadership, collaboration with
other investment professionals at the Adviser, contributions to risk-adjusted
returns in other portfolios, building a strong talent pool, mentoring newer
investment professionals and being a good corporate citizen. Other factors that
can play a part in determining investment professional compensation include
complexity of investment strategies managed, volume of assets managed and
experience.

            Incentive compensation is in the form of an annual cash bonus and
awards under the Adviser's Incentive Compensation Award Plan ("deferred
awards"). Deferred awards vest over a four-year period and are forfeited if the
employee resigns and then competes with the Adviser. Deferred awards are in the
form of restricted grants of the Adviser's Master Limited Partnership Units and
award recipients have the ability to receive a portion of their awards (no more
than half up to a certain cap) in deferred cash.

            (iii) Contributions under the Adviser's Profit Sharing/401(k) Plan:
The contributions are based on the Adviser's overall profitability. The amount
and allocation of the contributions are determined at the sole discretion of the
Adviser.

--------------------------------------------------------------------------------

                             EXPENSES OF THE FUNDS

--------------------------------------------------------------------------------

Distribution Services Arrangements
----------------------------------
            Each Fund has entered into a Distribution Services Agreement (the
"Agreement") with ABI, the Fund's principal underwriter, to permit ABI to
distribute the Fund's shares and to permit the Fund to pay distribution services
fees to defray expenses associated with distribution of its Class A shares,
Class B shares, Class C shares, and for all Funds, its Class R shares and Class
K shares, in accordance with a plan of distribution that is included in the
Agreement and that has been duly adopted and approved in accordance with Rule
12b-1 adopted by the SEC under the 1940 Act (each a "Plan" and collectively the
"Plans").

            In approving the Plan, the Directors determined that there was a
reasonable likelihood that the Plan would benefit each Fund and its
shareholders. The distribution services fee of a particular class will not be
used to subsidize the provision of distribution services with respect to any
other class.

            The Adviser may, from time to time, and from its own funds or such
other resources as may be permitted by rules of the SEC, make payments for
distribution services to ABI; the latter may in turn pay part or all of such
compensation to brokers or other persons for their distribution assistance.

            The Plans will continue in effect with respect to each Fund and each
class of shares thereof for successive one-year periods provided that such
continuance is specifically approved at least annually by a majority of the
Independent Directors who have no direct or indirect financial interest in the
operation of the Plans or any agreement related thereto the ("Qualified
Directors") and by a majority of the entire Board at a meeting called for that
purpose. Most recently, the Directors approved the continuance of the Plans for
an additional term at meetings held on May 1-3, 2012.

            All material amendments to the Plans will become effective only upon
approval as provided in the preceding paragraph, and the Plans may not be
amended in order to increase materially the costs that the Fund may bear
pursuant to the Agreement without the approval of a majority of the holders of
the outstanding voting shares of the Fund or the class or classes of the Fund
affected. The Agreement may be terminated (a) by the Fund without penalty at any
time by a majority vote of the holders of the Fund's outstanding voting
securities, voting separately by class, or by a majority vote of the Qualified
Directors or (b) by ABI. To terminate the Plan or Agreement, any party must give
the other parties 60 days' written notice except that a Fund may terminate the
Plan without giving prior notice to ABI. The Agreement will terminate
automatically in the event of its assignment. The Plan is of a type known as a
"reimbursement plan", which means that it reimburses the distributor for the
actual costs of services rendered.

            In the event that a Plan is terminated by either party or not
continued with respect to the Class A, Class B, Class C, Class R or Class K
shares, (i) no distribution services fees (other than current amounts accrued
but not yet paid) would be owed by the Fund to ABI with respect to that class
and (ii) the Fund would not be obligated to pay ABI for any amounts expended
under the Plan not previously recovered by ABI from distribution services fees
in respect of shares of such class or through deferred sales charges.

            Distribution services fees are accrued daily and paid monthly and
charged as expenses of each Fund as accrued. The distribution services fees
attributable to the Class B, Class C, Class R and Class K shares are designed to
permit an investor to purchase such shares through broker-dealers without the
assessment of an initial sales charge and at the same time to permit ABI to
compensate broker-dealers in connection with the sale of such shares. In this
regard the purpose and function of the combined contingent deferred sales charge
("CDSC") and respective distribution services fee on the Class B shares and
Class C shares and distribution services fees on the Class R shares and the
Class K shares are the same as those of the initial sales charge and
distribution services fee with respect to the Class A shares in that in each
case the sales charge and/or distribution services fee provide for the financing
of the distribution of the relevant class of the Fund's shares.

            With respect to Class A shares of each Fund, distribution expenses
accrued by ABI in one fiscal year may not be paid from distribution services
fees received from the Fund in subsequent fiscal years. ABI's compensation with
respect to Class B, Class C, Class R and Class K shares under the Plan is
directly tied to the expenses incurred by ABI. Actual distribution expenses for
Class B, Class C, Class R and Class K shares for any given year, however, will
probably exceed the distribution services fees payable under the Plan with
respect to the class involved and, in the case of Class B and Class C shares,
payments received from CDSCs. The excess will be carried forward by ABI and
reimbursed from distribution services fees payable under the Plan with respect
to the class involved and, in the case of Class B and Class C shares, payments
subsequently received through CDSCs, so long as the Plan is in effect.

            During the fiscal year ended July 31, 2012 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth
and during the fiscal year ended June 30, 2012 for U.S. Strategic Research,
International Growth, International Discovery Equity and International Focus 40
with respect to Class A shares, the distribution services fees for expenditures
payable to ABI were as follows:



                                                           Percentage per annum
                                                           of the aggregate
                                Distribution services      average daily net
                                fees for expenditures      assets attributable
Fund                            payable to ABI             to Class A shares
----                            ---------------------      --------------------
Growth Fund                         $1,466,786                    .30%
Large Cap Growth                    $2,842,038                    .30%
Discovery  Growth                   $1,061,612                    .23%
Small Cap Growth                    $  637,694                    .27%
Global Thematic Growth              $2,059,647                    .30%
U.S. Strategic Research             $    9,349                    .30%
International Growth                $1,989,598                    .30%
International Discovery Equity      $      907                    .30%
International Focus 40              $       90                    .30%

            For the fiscal year ended July 31, 2012 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth and during
the fiscal year ended June 30, 2012 for U.S. Strategic Research, International
Growth, International Discovery Equity and International Focus 40 expenses
incurred by each Fund and costs allocated to each Fund in connection with
activities primarily intended to result in the sale of Class A shares were as
follows:



    Category of                                Large Cap       Discovery       Small Cap      U.S. Strategic
      Expense             Growth Fund          Growth          Growth          Growth         Research
    -----------           -----------          ---------       ---------       ---------      --------------
                                                                                    
Advertising/
Marketing                      $5,295             $4,191            $760          $2,694            $1,497

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders           $1,137             $1,431            $659            $381              $147

Compensation to
Underwriters                 $223,666           $245,811        $112,655         $89,209            $9,441

Compensation to Dealers    $1,455,216         $2,866,739      $1,061,327        $689,284           $34,921

Compensation to Sales
Personnel                      $8,676            $72,904         $54,357         $97,756            $1,725

Interest, Carrying or
Other Financing Charges            $0                 $0              $0              $0                $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)         $201,459           $204,924         $88,125         $86,250           $37,992

Totals                     $1,895,449         $3,396,000      $1,317,883        $965,574           $85,723





    Category of          Global Thematic      International   International        International
      Expense            Growth               Growth          Discovery Equity     Focus 40
    -----------          ---------------      -------------   ----------------     -------------
                                                                           
Advertising/
Marketing                      $4,538             $5,811            $466                $11

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders             $737             $1,846             $41                 $4

Compensation to
Underwriters                 $283,329           $298,751          $4,861                $49

Compensation to Dealers    $2,055,788         $2,005,278            $444               $450

Compensation to Sales
Personnel                     $47,517            $87,600             $18                $11

Interest, Carrying or
Other Financing Charges            $0                 $0              $0                 $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)         $274,913           $272,392          $7,047               $427

Totals                     $2,666,822         $2,671,678         $12,877               $952


            During the fiscal year ended July 31, 2012 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth
and during the fiscal year ended June 30, 2012 for International Growth with
respect to Class B shares, the distribution services fees for expenditures
payable to ABI were as follows:




                                                        Percentage per annum
                                                        of the aggregate average
                               Distribution services    daily net assets
                               fees for expenditures    attributable
Fund                           payable to ABI           to Class B shares
----                           ---------------------    ------------------------
Growth Fund                    $285,278                         1.00%
Large Cap Growth               $655,993                         1.00%
Discovery Growth               $69,635                          1.00%
Small Cap Growth               $72,627                          1.00%
Global Thematic Growth         $377,503                         1.00%
International Growth           $286,506                         1.00%

            For the fiscal year ended July 31, 2012 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth and during
the fiscal year ended June 30, 2012 for International Growth, expenses incurred
by each Fund and costs allocated to each Fund in connection with activities
primarily intended to result in the sale of Class B shares were as follows:



    Category of                                Large Cap       Discovery       Small Cap    Global Thematic
      Expense             Growth Fund          Growth          Growth          Growth       Growth
    -----------           -----------          ---------       ---------       ---------    ---------------
                                                                                 
Advertising/
Marketing                        $892               $226              $1              $3            $243

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders             $258                $50              $3              $2             $33

Compensation to
Underwriters                  $48,411            $10,383            $376            $238         $11,982

Compensation to Dealers      $121,533           $258,252         $23,811         $24,863        $148,806

Compensation to Sales
Personnel                      $1,754             $3,271            $171            $226          $1,981

Interest, Carrying or
Other Financing Charges            $0                 $0              $0              $0              $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)          $42,404             $9,203            $300            $195         $11,921

Totals                       $215,252           $281,385         $24,662         $25,527        $174,966



      Category of            International
        Expense              Growth
      -----------            -------------

Advertising/
Marketing                         $34

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders               $7

Compensation to
Underwriters                   $1,440

Compensation to Dealers       $86,926

Compensation to Sales
Personnel                        $406

Interest, Carrying or
Other Financing Charges            $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)           $1,332

Totals                        $90,145

            During the fiscal year ended July 31, 2012 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth
and during the fiscal year ended June 30, 2012 for U.S. Strategic Research,
International Growth, International Discovery Equity and International Focus 40
with respect to Class C shares, the distribution services fees for expenditures
payable to ABI were as follows:



                                                        Percentage per annum of
                                                        the aggregate average
                              Distribution services     daily net assets
                              fees for expenditures     attributable to
Fund                          payable to ABI            Class C shares
----                          ---------------------     -----------------------
Growth Fund                      $  596,897                     1.00%
Large Cap Growth                 $1,935,123                     1.00%
Discovery Growth                 $  217,728                     1.00%
Small Cap Growth                 $  226,781                     1.00%
Global Thematic Growth           $  965,289                     1.00%
U.S. Strategic Research          $   11,348                     1.00%
International Growth             $1,172,428                     1.00%
International
Discovery Equity                 $      298                     1.00%
International Focus 40           $       84                     1.00%

            For the fiscal year ended July 31, 2012 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth and during
the fiscal year ended June 30, 2012 for U.S. Strategic Research, International
Growth, International Discovery Equity and International Focus 40 expenses
incurred by each Fund and costs allocated to each Fund in connection with
activities primarily intended to result in the sale of Class C shares were as
follows:



    Category of                                Large Cap        Discovery     Small Cap      Global Thematic
      Expense             Growth Fund          Growth           Growth        Growth         Growth
    -----------           -----------          ---------        ---------     ---------      ---------------
                                                                                  
Advertising/
Marketing                        $784               $585             $130          $350              $301

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders             $174                $72              $72           $29               $52

Compensation to
Underwriters                  $32,667            $17,195          $14,564        $8,136           $19,261

Compensation to Dealers      $609,424         $1,995,909         $203,364      $316,166          $955,655

Compensation to Sales
Personnel                      $1,230             $5,613           $7,721       $13,814            $2,359

Interest, Carrying or
Other Financing Charges            $0                 $0               $0            $0                $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)          $30,861            $17,227          $12,154        $8,464           $19,364

Totals                       $675,140         $2,036,601         $238,005      $346,959          $996,992






    Category of            U.S. Strategic     International    International        International
      Expense              Research           Growth           Discovery Equity     Focus 40
    -----------            --------------     -------------    ----------------     -------------
                                                                           
Advertising/
Marketing                        $347               $335              $38                 $0

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders              $24                $99             $157                 $4

Compensation to
Underwriters                   $6,954            $16,402          $15,176                 $0

Compensation to Dealers        $5,000         $1,211,539              $87               $309

Compensation to Sales
Personnel                        $275             $4,687              $30                 $9

Interest, Carrying or
Other Financing Charges            $0                 $0               $0                 $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)           $6,181            $15,076              $10,581               $245

Totals                        $18,781         $1,248,138              $26,069               $567


            During the fiscal year ended July 31, 2012 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth
and during the fiscal year ended June 30, 2012 for U.S. Strategic Research,
International Growth, International Discovery Equity and International Focus
40 with respect to Class R shares, the distribution services fees for
expenditures payable to ABI were as follows:

                                                         Percentage per annum of
                                                         the aggregate average
                               Distribution services     daily net assets
                               fees for expenditures     attributable to
Fund                           payable to ABI            Class R shares
----                           ---------------------     -----------------------
Growth Fund                       $  7,373                    .50%
Large Cap Growth                  $ 52,197                    .50%
Discovery Growth                  $ 19,447                    .50%
Small Cap Growth                  $ 83,999                    .50%
Global Thematic Growth            $ 36,676                    .50%
U.S. Strategic Research*          $     54                    .50%
International Growth              $156,969                    .50%
International Discovery
Equity                            $     46                    .50%
International Focus 40            $     42                    .50%

*For U.S. Strategic Research $52 may be used to offset the distribution services
fees paid in future years.

            For the fiscal year ended July 31, 2012 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth and during
the fiscal year ended June 30, 2012 for U.S. Strategic Research, International
Growth, International Discovery Equity and International Focus 40 expenses
incurred by each Fund and costs allocated to each Fund in connection with
activities primarily intended to result in the sale of Class R shares were as
follows:



    Category of                                Large Cap        Discovery     Small Cap      Global Thematic
      Expense             Growth Fund          Growth           Growth        Growth         Growth
    -----------           -----------          ---------        ---------     ---------      ---------------
                                                                                  
Advertising/
Marketing                        $264               $825              $37          $328              $855

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders              $57                $69              $25           $60               $89

Compensation to
Underwriters                  $13,911            $21,241           $4,993       $11,782           $35,688

Compensation to Dealers        $8,136            $53,451          $21,455       $92,744           $40,401

Compensation to Sales
Personnel                        $678             $7,133           $2,728       $13,739            $5,059

Interest, Carrying or
Other Financing Charges            $0                 $0               $0            $0                $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)          $11,456            $21,799           $3,699       $11,006           $35,909

Totals                        $34,502           $104,518          $32,937      $129,659          $118,001




    Category of               U.S. Strategic     International    International        International
      Expense                 Research           Growth           Discovery Equity     Focus 40
    -----------               --------------     -------------    ----------------     -------------
                                                                              
Advertising/
Marketing                          $0                 $744             $0                   $0

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders               $0                 $207             $0                   $4

Compensation to
Underwriters                       $2              $32,842             $0                   $0

Compensation to Dealers            $0             $168,822             $0                 $309

Compensation to Sales
Personnel                          $0              $10,012             $0                   $9

Interest, Carrying or
Other Financing Charges            $0                   $0             $0                   $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)               $0              $30,173             $0                 $246

Totals                             $2             $242,800             $0                 $568


            During the fiscal year ended July 31, 2012 for the Growth Fund,
Large Cap Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth
and during the fiscal year ended June 30, 2012 for U.S. Strategic Research,
International Growth, International Discovery Equity and International Focus 40
with respect to Class K shares, the distribution services fees for expenditures
payable to ABI were as follows:

                                                         Percentage per annum of
                                                         the aggregate average
                               Distribution services     daily net assets
                               fees for expenditures     attributable to
Fund                           payable to ABI            Class K shares
----                           ---------------------     -----------------------
Growth Fund                          $ 2,728                     .25%
Large Cap Growth                     $99,356                     .25%
Discovery Growth                     $13,322                     .25%
Small Cap Growth                     $50,119                     .25%
Global Thematic Growth               $19,583                     .25%
U.S. Strategic Research*             $    27                     .25%
International Growth                 $25,998                     .25%
International Discovery
Equity                               $    23                     .25%
International Focus 40               $    30                     .25%

*  For U.S. Strategic Research $25 may be used to offset the distribution
services fees paid in future years.

            For the fiscal year ended July 31, 2012 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth and during
the fiscal year ended June 30, 2012 for U.S. Strategic Research, International
Growth, International Discovery Equity and International Focus 40 expenses
incurred by each Fund and costs allocated to each Fund in connection with
activities primarily intended to result in the sale of Class K shares were as
follows:



    Category of                                Large Cap        Discovery     Small Cap      Global Thematic
      Expense             Growth Fund          Growth           Growth        Growth         Growth
    -----------           -----------          ---------        ---------     ---------      ---------------
                                                                                  
Advertising/
Marketing                         $85             $1,431              $63          $720              $212

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders               $9                $91              $42           $30               $26

Compensation to
Underwriters                   $2,962            $26,592           $7,682       $14,683           $10,325

Compensation to Dealers        $2,763           $102,022          $14,001       $54,929           $20,034

Compensation to Sales
Personnel                        $112             $9,803           $3,996       $20,325            $1,960

Interest, Carrying or
Other Financing Charges            $0                 $0               $0            $0                $0

Other (Includes
Personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)           $3,120            $30,374           $5,880       $16,331            $9,949

Totals                         $9,051           $170,313          $31,664      $107,018           $42,506




    Category of               U.S. Strategic     International    International        International
      Expense                 Research           Growth           Discovery Equity     Focus 40
    -----------               --------------     -------------    ----------------     -------------
                                                                              
Advertising/
Marketing                         $0                  $145              $0                  $110

Printing and
Mailing of
Prospectuses and
Semi-Annual and
Annual Reports to
Other than Current
Shareholders                      $0                   $72              $0                    $5

Compensation to
Underwriters                      $2               $10,196              $0                   $10

Compensation to
Dealers                           $0               $30,400              $0                $1,219

Compensation to
Sales Personnel                   $0                $2,692              $0                    $9

Interest, Carrying
or Other Financing
Charges                           $0                    $0              $0                    $0

Other (Includes
Personnel costs of
those home office
employees involved
in the distribution
effort and the
travel-related
expenses incurred
by the marketing
personnel
conducting
seminars)                        $0                 $8,274              $0                $1,549

Totals                           $2                $51,779              $0                $2,902


            For the fiscal year ended July 31, 2012 for Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth and Global Thematic Growth and during
the fiscal year ended June 30, 2012 for U.S. Strategic Research, International
Growth, International Discovery Equity and International Focus 40 the amount of,
and percentage of each class's net assets, of unreimbursed distribution expenses
incurred and carried over of reimbursement in future years in respect of the
Class B (except for U.S. Strategic Research, International Discovery Equity and
International Focus 40), Class C, Class R and Class K shares of each Fund were
as follows:



         Class                    Growth Fund        Large Cap Growth    Discovery Growth   Small Cap Growth
         -----                    -----------        ----------------    ----------------   ---------------

                                                                                  
Class B                                 $0             $178,250,267         $5,836,353        $20,317,684

(% of the net assets of Class B)        0%                  315.52%            107.48%            328.01%

Class C                                 $0              $17,221,696         $2,549,640         $2,510,018

(% of the net assets of Class C)        0%                    9.02%             10.02%              0.56%

Class R                                 $0                 $145,360           $234,636           $188,753

(% of the net assets of Class R)        0%                    1.08%              4.74%              0.75%

Class K                                 $0                 $277,048           $210,637           $110,515

(% of the net assets of Class K)        0%                    0.65%              3.31%              0.33%



                                  Global Thematic  U.S. Strategic  International
         Class                        Growth          Research         Growth
         -----                    ---------------  --------------  -------------

Class B                            $68,844,990          N/A          $5,473,495

(% of the net assets of Class B)       255.34%          N/A              24.08%

Class C                             $7,874,460         $7,433        $4,027,489

(% of the net assets of Class C)        10.04%          .68%              4.45%

Class R                               $247,376           $0            $692,458

(% of the net assets of Class R)         3.28%           0%               2.61%

Class K                                $57,647           $0            $187,871

(% of the net assets of Class K)         0.68%           0%               2.18%


                                     International
                                       Discovery       International
         Class                          Equity            Focus 40
         -----                       -------------     -------------

Class B                                      $0              N/A

(% of the net assets of Class B)             0%              N/A

Class C                                 $25,771             $483

(% of the net assets of Class C)         71.28%            5.85%

Class R                                      $0             $526

(% of the net assets of Class R)             0%            6.37%

Class K                                      $0           $2,872

(% of the net assets of Class K)             0%           13.04%

Transfer Agency Agreement
-------------------------

            ABIS, an indirect wholly-owned subsidiary of the Adviser, located
principally at 8000 IH 10 W, 4th Floor, San Antonio, Texas 78230, receives a
transfer agency fee per account holder of each of the Class A shares, Class B
shares, Class C shares, Class R shares, Class K shares, Class I shares and
Advisor Class shares of the Funds plus reimbursement for out-of-pocket expenses.
The transfer agency fee with respect to the Class B and Class C shares is higher
than the transfer agency fee with respect to the Class A, Class R, Class K,
Class I and Advisor Class shares, reflecting the additional costs associated
with the Class B and Class C CDSCs. For the fiscal year ended July 31, 2012 for
Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Global
Thematic Growth and for the fiscal year or period ended June 30, 2012 for U.S.
Strategic Research, International Growth, International Discovery Equity and
International Focus 40, the Fund paid ABIS $1,179,154, $2,153,754, $620,582,
$478,587, $1,903,444, $17,810, $805,304, $17,970 and $6,059, respectively, for
transfer agency services.

            ABIS acts as the transfer agent for each Fund. ABIS registers the
transfer, issuance and redemption of Fund shares and disburses dividends and
other distributions to Fund shareholders.

            Many Fund shares are owned by selected dealers or selected agents,
as defined below, financial intermediaries or other financial representatives
("financial intermediaries") for the benefit of their customers. In those cases,
the Funds often do not maintain an account for you. Thus, some or all of the
transfer agency functions for these accounts are performed by the financial
intermediaries. Each Fund, ABI and/or the Adviser pay to these financial
intermediaries, including those that sell shares of the AllianceBernstein Mutual
Funds, fees for sub-transfer agency and related recordkeeping services in
amounts ranging up to $19 per customer fund account per annum. Retirement plans
may also hold Fund shares in the name of the plan, rather than the participant.
Plan recordkeepers, who may have affiliated financial intermediaries who sell
shares of the Fund, may be paid for each plan participant fund account in
amounts up to $19 per account per annum and/or up to 0.25% per annum of the
average daily assets held in the plan. To the extent any of these payments for
recordkeeping services, transfer agency services or retirement plan accounts are
made by the Fund, they are included in your Prospectus in the Fund expense
tables under "Fees and Expenses of the Funds". In addition, financial
intermediaries may be affiliates of entities that receive compensation from the
Adviser or ABI for maintaining retirement plan "platforms" that facilitate
trading by affiliated and non-affiliated financial intermediaries and
recordkeeping for retirement plans.

            Because financial intermediaries and plan recordkeepers may be paid
varying amounts per class for sub-transfer agency and related recordkeeping
services, the service requirements of which may also vary by class, this may
create an additional incentive for financial intermediaries and their financial
advisors to favor one fund complex over another or one class of shares over
another.

--------------------------------------------------------------------------------

                               PURCHASE OF SHARES

--------------------------------------------------------------------------------

            The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds".

            Effective January 31, 2009, sales of Class B shares of the Funds to
new investors were suspended. Class B shares are only issued (i) upon the
exchange of Class B shares from another AllianceBernstein Fund, (ii) for
purposes of dividend reinvestment, (iii) through the Fund's Automatic Investment
Program for accounts that established the Program prior to January 31, 2009, and
(iv) for purchase of additional Class B shares by Class B shareholders as of
January 31, 2009. The ability to establish a new Automatic Investment Program
for accounts containing Class B shares was suspended as of January 31, 2009.

General
-------

            Shares of the Funds are offered on a continuous basis at a price
equal to its NAV plus an initial sales charge at the time of purchase (the
"Class A shares"), with a CDSC (the "Class B shares"), without any initial sales
charge and, as long as the shares are held for one year or more, without any
CDSC ("Class C shares"), to group retirement plans, as defined below, eligible
to purchase Class R shares, without any initial sales charge or CDSC ("Class R
shares"), to group retirement plans eligible to purchase Class K shares without
any initial sales charge or CDSC ("Class K shares"), to group retirement plans
and certain investment advisory clients of, and certain other persons associated
with, the Adviser and its affiliates eligible to purchase Class I shares,
without any initial sales charge or CDSC ("Class I shares"), or, to investors
eligible to purchase Advisor Class shares, without any initial sales charge or
CDSC ("Advisor Class shares"), in each case as described below. "Group
retirement plans" are defined as 401(k) plans, 457 plans, employer-sponsored
403(b) plans, profit sharing and money purchase pension plans, defined benefit
plans, and non-qualified deferred compensation plans where plan level or omnibus
accounts are held on the books of the Fund. All classes of shares of the Funds,
except Class I and Advisor Class shares, are subject to Rule 12b-1 asset-based
sales charges. Shares of the Funds that are offered subject to a sales charge
are offered through (i) investment dealers that are members of Financial
Industry Regulatory Authority and have entered into selected dealer agreements
with ABI ("selected dealers"), (ii) depository institutions and other financial
intermediaries or their affiliates, that have entered into selected agent
agreements with ABI ("selected agents"), and (iii) ABI. U.S. Strategic Research,
International Discovery Equity and International Focus 40 do not offer Class B
Shares.

            Investors may purchase shares of the Funds either through financial
intermediaries or directly through ABI. A transaction, service, administrative
or other similar fee may be charged by your financial intermediary with respect
to the purchase, sale or exchange of shares made through the financial
intermediary. Such financial intermediary may also impose requirements with
respect to the purchase, sale or exchange of shares that are different from, or
in addition to, those imposed by the Fund, including requirements as to classes
of shares available through that financial intermediary and the minimum initial
and subsequent investment amounts. The Fund is not responsible for, and has no
control over, the decision of any financial intermediary to impose such
differing requirements. Sales personnel of financial intermediaries distributing
the Fund's shares may receive differing compensation for selling different
classes of shares.

            In order to open your account, a Fund or your financial intermediary
is required to obtain certain information from you for identification purposes.
This information may include name, date of birth, permanent residential address
and social security/taxpayer identification number. It will not be possible to
establish your account without this information. If the Fund or your financial
intermediary is unable to verify the information provided, your account may be
closed and other appropriate action may be taken as permitted by law.

Frequent Purchases and Sales of Fund Shares
-------------------------------------------

            Each Fund's Board has adopted policies and procedures designed to
detect and deter frequent purchases and redemptions of Fund shares or excessive
or short-term trading that may disadvantage long-term Fund shareholders. These
policies are described below. There is no guarantee that the Funds will be able
to detect excessive or short-term trading or to identify shareholders engaged in
such practices, particularly with respect to transactions in omnibus accounts.
Shareholders should be aware that application of these policies may have adverse
consequences, as described below, and avoid frequent trading in Fund shares
through purchases, sales and exchanges of shares. Each Fund reserves the right
to restrict, reject or cancel, without any prior notice, any purchase or
exchange order for any reason, including any purchase or exchange order accepted
by any shareholder's financial intermediary.

            Risks Associated With Excessive Or Short-Term Trading Generally.
While the Funds will try to prevent market timing by utilizing the procedures
described below, these procedures may not be successful in identifying or
stopping excessive or short-term trading in all circumstances. By realizing
profits through short-term trading, shareholders that engage in rapid purchases
and sales or exchanges of a Fund's shares dilute the value of shares held by
long-term shareholders. Volatility resulting from excessive purchases and sales
or exchanges of Fund shares, especially involving large dollar amounts, may
disrupt efficient portfolio management and cause a Fund to sell shares at
inopportune times to raise cash to accommodate redemptions relating to
short-term trading. In particular, a Fund may have difficulty implementing its
long-term investment strategies if it is forced to maintain a higher level of
its assets in cash to accommodate significant short-term trading activity. In
addition, a Fund may incur increased administrative and other expenses due to
excessive or short-term trading, including increased brokerage costs and
realization of taxable capital gains.

            Funds that may invest significantly in securities of foreign issuers
may be particularly susceptible to short-term trading strategies. This is
because securities of foreign issuers are typically traded on markets that close
well before the time a Fund calculates its NAV at 4:00 p.m., Eastern time, which
gives rise to the possibility that developments may have occurred in the interim
that would affect the value of these securities. The time zone differences among
international stock markets can allow a shareholder engaging in a short-term
trading strategy to exploit differences in Fund share prices that are based on
closing prices of securities of foreign issuers established some time before the
Fund calculates its own share price (referred to as "time zone arbitrage"). The
Funds have procedures, referred to as fair value pricing, designed to adjust
closing market prices of securities of foreign issuers to reflect what is
believed to be the fair value of those securities at the time a Fund calculates
its NAV. While there is no assurance, the Funds expect that the use of fair
value pricing, in addition to the short-term trading policies discussed below,
will significantly reduce a shareholder's ability to engage in time zone
arbitrage to the detriment of other Fund shareholders.

            A shareholder engaging in a short-term trading strategy may also
target a Fund that does not invest primarily in securities of foreign issuers.
Any Fund that invests in securities that are, among other things, thinly traded,
traded infrequently or relatively illiquid has the risk that the current market
price for the securities may not accurately reflect current market values. A
shareholder may seek to engage in short-term trading to take advantage of these
pricing differences (referred to as "price arbitrage"). All Funds may be
adversely affected by price arbitrage.

            Policy Regarding Short-Term Trading. Purchases and exchanges of
shares of the Fund should be made for investment purposes only. The Funds seek
to prevent patterns of excessive purchases and sales or exchanges of Fund
shares. The Funds seek to prevent such practices to the extent they are detected
by the procedures described below, subject to the Funds' ability to monitor
purchase, sale and exchange activity. The Funds reserve the right to modify this
policy, including any surveillance or account blocking procedures established
from time to time to effectuate this policy, at any time without notice.

o          Transaction Surveillance Procedures. The Funds, through their
           agents, ABI and ABIS, maintain surveillance procedures to detect
           excessive or short-term trading in Fund shares. This surveillance
           process involves several factors, which include scrutinizing
           transactions in Fund shares that exceed certain monetary thresholds
           or numerical limits within a specified period of time. Generally,
           more than two exchanges of Fund shares during any 60-day period or
           purchases of shares followed by a sale within 60 days will be
           identified by these surveillance procedures. For purposes of these
           transaction surveillance procedures, the Funds may consider trading
           activity in multiple accounts under common ownership, control or
           influence. Trading activity identified by either, or a combination,
           of these factors, or as a result of any other information available
           at the time, will be evaluated to determine whether such activity
           might constitute excessive or short-term trading. With respect to
           managed or discretionary accounts for which the account owner gives
           his/her broker, investment adviser or other third party authority to
           buy and sell Fund shares, the Funds may consider trades initiated by
           the account owner, such as trades initiated in connection with bona
           fide cash management purposes, separately in their analysis. These
           surveillance procedures may be modified from time to time, as
           necessary or appropriate to improve the detection of excessive or
           short-term trading or to address specific circumstances.

      o     Account Blocking Procedures. If the Funds determine, in their sole
            discretion, that a particular transaction or pattern of transactions
            identified by the transaction surveillance procedures described
            above is excessive or short-term trading in nature, the Funds will
            take remedial action that may include issuing a warning, revoking
            certain account-related privileges (such as the ability to place
            purchase, sale and exchange orders over the internet or by phone) or
            prohibiting or "blocking" future purchase or exchange activity.
            However, sales of Fund shares back to a Fund or redemptions will
            continue to be permitted in accordance with the terms of the Fund's
            current Prospectus. As a result, unless the shareholder redeems his
            or her shares, which may have consequences if the shares have
            declined in value, a CDSC is applicable or adverse tax consequences
            may result, the shareholder may be "locked" into an unsuitable
            investment. A blocked account will generally remain blocked for 90
            days. Subsequent detections of excessive or short-term trading may
            result in an indefinite account block or an account block until the
            account holder or the associated broker, dealer or other financial
            intermediary provides evidence or assurance acceptable to the Fund
            that the account holder did not or will not in the future engage in
            excessive or short-term trading.

o          Applications of Surveillance Procedures and Restrictions to Omnibus
           Accounts. Omnibus account arrangements are common forms of holding
           shares of the Funds, particularly among certain brokers, dealers and
           other financial intermediaries, including sponsors of retirement
           plans and variable insurance products. The Funds apply their
           surveillance procedures to these omnibus account arrangements. As
           required by SEC rules, the Funds have entered into agreements with
           all of its financial intermediaries that require the financial
           intermediaries to provide the Funds, upon the request of the Funds or
           their agents, with individual account level information about their
           transactions. If the Funds detect excessive trading through its
           monitoring of omnibus accounts, including trading at the individual
           account level, the financial intermediaries will also execute
           instructions from the Funds to take actions to curtail the activity,
           which may include applying blocks to accounts to prohibit future
           purchases and exchanges of Fund shares. For certain retirement plan
           accounts, the Funds may request that the retirement plan or other
           intermediary revoke the relevant participant's privilege to effect
           transactions in Fund shares via the internet or telephone, in which
           case the relevant participant must submit future transaction orders
           via the U.S. Postal Service (i.e., regular mail).

Purchase of Shares
------------------

            A Fund reserves the right to suspend the sale of its shares to the
public in response to conditions in the securities markets or for other reasons.
If the Fund suspends the sale of its shares, shareholders will not be able to
acquire its shares, including through an exchange.

            The public offering price of shares of a Fund is its NAV, plus, in
the case of Class A shares of the Fund, a sales charge. On each Fund business
day on which a purchase or redemption order is received by the Fund and trading
in the types of securities in which the Fund invests might materially affect the
value of the Fund's shares, the NAV per share is computed as of the next close
of regular trading on the Exchange (currently 4:00 p.m., Eastern time) by
dividing the value of the total assets attributable to a class, less its
liabilities, by the total number of its shares then outstanding. A Fund business
day is any day on which the Exchange is open for trading.

            The respective NAVs of the various classes of shares of a Fund are
expected to be substantially the same. However, the NAVs of the Class B, Class C
and Class R shares of the Fund will generally be slightly lower than the NAVs of
the Class A, Class K, Class I and Advisor Class shares of the Fund, as a result
of the differential daily expense accruals of the higher distribution and, in
some cases, transfer agency fees applicable with respect to those classes of
shares.

            A Fund will accept unconditional orders for its shares to be
executed at the public offering price equal to its NAV next determined (plus
applicable Class A sales charges), as described below. Orders received by ABIS
prior to the close of regular trading on the Exchange on each day the Exchange
is open for trading are priced at the NAV computed as of the close of regular
trading on the Exchange on that day (plus applicable Class A sales charges). In
the case of orders for purchase of shares placed through financial
intermediaries, the applicable public offering price will be the NAV as so
determined, but only if the financial intermediary receives the order prior to
the close of regular trading on the Exchange. The financial intermediary is
responsible for transmitting such orders by a prescribed time to the Fund or its
transfer agent. If the financial intermediary fails to do so, the investor will
not receive that day's NAV. If the financial intermediary receives the order
after the close of regular trading on the Exchange, the price received by the
investor will be based on the NAV determined as of the close of regular trading
on the Exchange on the next day it is open for trading.

            A Fund may, at its sole option, accept securities as payment for
shares of the Fund if the Adviser believes that the securities are appropriate
investments for the Fund. The securities are valued by the method described
under "Net Asset Value" below as of the date the Fund receives the securities
and corresponding documentation necessary to transfer the securities to the
Portfolio. This is a taxable transaction to the shareholder.

            Following the initial purchase of the Fund's shares, a shareholder
may place orders to purchase additional shares by telephone if the shareholder
has completed the appropriate portion of the Mutual Fund Application or an
"Autobuy" application, both of which may be obtained by calling the "For
Literature" telephone number shown on the cover of this SAI. Except with respect
to certain omnibus accounts, telephone purchase orders with payment by
electronic funds transfer may not exceed $500,000. Payment for shares purchased
by telephone can be made only by electronic funds transfer from a bank account
maintained by the shareholder at a bank that is a member of the National
Automated Clearing House Association ("NACHA"). Telephone purchase requests must
be received before 4:00 p.m., Eastern time, on a Fund business day to receive
that day's public offering price. Telephone purchase requests received after
4:00 p.m., Eastern time, are automatically placed the following Fund business
day, and the applicable public offering price will be the public offering price
determined as of the close of business on such following business day.

            Full and fractional shares are credited to a shareholder's account
in the amount of his or her subscription. As a convenience, and to avoid
unnecessary expense to the Fund, the Fund will not issue share certificates
representing shares of the Fund. Ownership of the Fund's shares will be shown on
the books of the Fund's transfer agent.

            Each class of shares of the Funds represents an interest in the same
portfolio of investments of the Fund, has the same rights and is identical in
all respects, except that (i) Class A shares bear the expense of the initial
sales charge (or CDSC, when applicable) and Class B shares and Class C shares
bear the expense of the CDSC, (ii) Class B shares, Class C shares and Class R
shares each bear the expense of a higher distribution services fee than that
borne by Class A shares and Class K shares, and Class I shares and Advisor Class
shares do not bear such a fee, (iii) Class B shares and Class C shares bear
higher transfer agency costs than those borne by Class A, Class R, Class K,
Class I and Advisor Class shares, (iv) Class B shares are subject to a
conversion feature and will convert to Class A shares under certain
circumstances, and (v) each of Class A, Class B, Class C, Class R and Class K
shares has exclusive voting rights with respect to provisions of the Plan
pursuant to which its distribution services fee is paid and other matters for
which separate class voting is appropriate under applicable law, provided that,
if the Fund submits to a vote of the Class A shareholders an amendment to the
Plan that would materially increase the amount to be paid thereunder with
respect to the Class A shares, then such amendment will also be submitted to the
Class B shareholders because the Class B shares convert to Class A shares under
certain circumstances, and the Class A shareholders, and the Class B
shareholders will vote separately by class. Each class has different exchange
privileges and certain different shareholder service options available.

            The Directors of the Funds have determined that currently no
conflict of interest exists between or among the classes of shares of the Funds.
On an ongoing basis, the Directors of the Funds, pursuant to their fiduciary
duties under the 1940 Act and state law, will seek to ensure that no such
conflict arises.

Alternative Purchase Arrangements
---------------------------------
            Classes A, B and C Shares. Class A, Class B and Class C shares have
the following alternative purchase arrangements: Class A shares are generally
offered with an initial sales charge, Class B shares are generally offered with
a CDSC and Class C shares are sold to investors choosing the asset-based sales
charge alternative. Special purchase arrangements are available for group
retirement plans. See "Alternative Purchase Arrangements - Group Retirement
Plans and Tax-Deferred Accounts" below. These alternative purchase arrangements
permit an investor to choose the method of purchasing shares that is most
beneficial given the amount of the purchase, the length of time the investor
expects to hold the shares, and other circumstances. Investors should consider
whether, during the anticipated life of their investment in the Fund, the
accumulated distribution services fee and CDSC on Class B shares prior to
conversion, or the accumulated distribution services fee and CDSC on Class C
shares, would be less than the initial sales charge and accumulated distribution
services fee on Class A shares purchased at the same time, and to what extent
such differential would be offset by the higher return of Class A shares. Class
A shares will normally be more beneficial than Class B shares to the investor
who qualifies for reduced initial sales charges on Class A shares, as described
below. In this regard, ABI will reject any order (except orders from certain
group retirement plans) for more than $100,000 for Class B shares (see
"Alternative Purchase Arrangements - Group Retirement Plans and Tax-Deferred
Accounts" below). Class C shares will normally not be suitable for the investor
who qualifies to purchase Class A shares at NAV. For this reason, ABI will
reject any order for more than $1,000,000 for Class C shares.

            Class A shares are subject to a lower distribution services fee and,
accordingly, pay correspondingly higher dividends per share than Class B shares
or Class C shares. However, because initial sales charges are deducted at the
time of purchase, most investors purchasing Class A shares would not have all
their funds invested initially and, therefore, would initially own fewer shares.
Investors not qualifying for reduced initial sales charges who expect to
maintain their investment for an extended period of time might consider
purchasing Class A shares because the accumulated continuing distribution
charges on Class B shares or Class C shares may exceed the initial sales charge
on Class A shares during the life of the investment. Again, however, such
investors must weigh this consideration against the fact that, because of such
initial sales charges, not all of their funds will be invested initially.

            Other investors might determine, however, that it would be more
advantageous to purchase Class B shares or Class C shares in order to have all
of their funds invested initially, although remaining subject to higher
continuing distribution charges and being subject to a CDSC for a four-year and
one-year period, respectively. For example, based on current fees and expenses,
an investor subject to the 4.25% initial sales charge on Class A shares would
have to hold his or her investment approximately seven years for the Class C
distribution services fee to exceed the initial sales charge plus the
accumulated distribution services fee of Class A shares. In this example, an
investor intending to maintain his or her investment for a longer period might
consider purchasing Class A shares. This example does not take into account the
time value of money, which further reduces the impact of the Class C
distribution services fees on the investment, fluctuations in NAV or the effect
of different performance assumptions.

            Those investors who prefer to have all of their funds invested
initially but may not wish to retain Fund shares for the four-year period during
which Class B shares are subject to a CDSC may find it more advantageous to
purchase Class C shares.

Compensation Paid to Principal Underwriter
------------------------------------------
            During the fiscal years ended July 31, 2012, July 31, 2011 and July
31, 2010, the aggregate amounts of underwriting commissions payable with respect
to shares of the Growth Fund were $104,549, $131,297 and $145,742, respectively.
Of those amounts, ABI retained $5,096, $6,685 and $6,782, respectively,
representing that portion of the sales charges paid on Class A shares which was
not reallocated to selected dealers.

            During the fiscal years ended July 31, 2012, July 31, 2011 and July
31, 2010, the aggregate amounts of underwriting commissions payable with respect
to shares of Large Cap Growth were $302,135, $350,260 and $501,033,
respectively. Of those amounts, ABI retained $13,182, $14,246, and $19,347,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal years ended July 31, 2012, July 31, 2011 and July
31, 2010, the aggregate amounts of underwriting commissions payable with respect
to shares of Discovery Growth were $241,009, $326,511 and $72,160, respectively.
Of those amounts, ABI retained $12,108, $12,773 and $3,277, respectively,
representing that portion of the sales charges paid on Class A shares which was
not reallocated to selected dealers.

            During the fiscal years ended July 31, 2012, July 31, 2011 and July
31, 2010, the aggregate amounts of underwriting commissions payable with respect
to shares of Small Cap Growth were $377,196, $222,677 and $88,964, respectively.
Of those amounts, ABI retained $21,105, $7,196, and $3,438, respectively,
representing that portion of the sales charges paid on Class A shares which was
not reallocated to selected dealers.

            During the fiscal years ended June 30, 2012, June 30, 2011 and the
fiscal period ended June 30, 2010, the aggregate amount of underwriting
commissions payable with respect to shares of U.S. Strategic Research were
$6,865, $16,833 and $820, respectively. Of that amount, ABI retained $420,
$1,121 and $721, respectively, representing that portion of the sales charge
paid on Class A shares which was not reallocated to selected dealers.

            During the fiscal years ended July 31, 2012, July 31, 2011 and July
31, 2010, the aggregate amounts of underwriting commissions payable with respect
to shares of Global Thematic Growth were $217,362, $469,100 and $584,637,
respectively. Of those amounts, ABI retained $9,828, $26,047 and $28,251,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal years ended June 30, 2012, June 30, 2011 and June
30, 2010, the aggregate amounts of underwriting commissions payable with respect
to shares of International Growth were $161,240, $281,860 and $488,819,
respectively. Of those amounts, ABI retained $3,697, $5,641 and $15,559,
respectively, representing that portion of the sales charges paid on Class A
shares which was not reallocated to selected dealers.

            During the fiscal year ended June 30, 2012 and fiscal period ended
June 30, 2011, the aggregate amount of underwriting commissions payable with
respect to shares of International Discovery Equity was $833 and $134,
respectively. Of that amount, ABI retained $48 and $8, respectively,
representing that portion of the sales charge paid on Class A shares which was
not reallocated to selected dealers.

            During the fiscal period ended July 30, 2012, the aggregate
amounts of underwriting commissions payable with respect to shares of
International Focus 40 was $133. Of those amounts, ABI retained $0, representing
that portion of the sales charges paid on Class A shares which was not
reallocated to selected dealers.

            The following table shows the CDSCs received by ABI from each share
class during the Funds' last three fiscal years or since inception.



                                                Amounts             Amounts                Amounts
Fiscal Year                                     ABI Received        ABI Received           ABI Received
Ended                                           In CDSCs            In CDSCs               In CDSCs
July 31/                                        From                From                   From
June 30           Fund                          Class A Shares      Class B Shares         Class C Shares
-------           ----                          --------------      --------------         --------------
                                                                                 
2012              Growth Fund                       $2,466              $20,599                $1,226
2011                                                 3,138               28,337                 2,213
2010                                                 3,740               32,570                 1,688

2012              Large Cap Growth                  $6,353              $36,490                $6,959
2011                                                32,361               49,713                16,059
2010                                                21,325               67,177                 9,606

2012              Discovery Growth                 $71,429               $2,144               $14,599
2011                                                 3,716                2,749                 7,410
2010                                                 1,524                3,915                 1,501

2012              Small Cap Growth                  $2,135               $3,012                $5,142
2011                                                 3,837                5,727                 2,319
2010                                                 5,660                6,089                   917

2012              U.S. Strategic Research               $0                  N/A                $1,203
2011                                                     0                  N/A                    $2
2010                                                    55                  N/A                     0

2012              Global Thematic Growth           $13,097              $25,163               $11,362
2011                                                 6,057               41,055                12,517
2010                                                 8,313               53,055                 9,910

2012              International Growth             $16,183              $11,045                $2,227
2011                                                43,775               34,870                 5,675
2010                                                11,426               76,028                10,095

2012              International Discovery
                  Equity                                $0                  N/A                    $0
2011                                                     0                  N/A                     0

2012              International Focus 40                $0                  N/A                  $149

Class A Shares.
-----------------

            The public offering price of Class A shares is the NAV plus a sales
charge, as set forth below:

                                  Sales Charge
                                  ------------

                                                                 Discount or
                                     As %          As %           Commission
                                    of Net        of the        to Dealers or
                                    Amount        Public       Agents of up to %
Amount of Purchase                 Invested   Offering Price  of Offering Price
                                   --------   --------------  ------------------

Up to $100,000...................    4.44%         4.25%             4.00%
$100,000 up to $250,000..........    3.36          3.25              3.00
$250,000 up to $500,000..........    2.30          2.25              2.00
$500,000 up to $1,000,000*.......    1.78          1.75              1.50

--------------------
*   There is no initial sales charge on transactions of $1,000,000 or more.

            All or a portion of the initial sales charge may be paid to your
financial representative. With respect to purchases of $1,000,000 or more, Class
A shares of a Fund redeemed within one year of purchase may be subject to a CDSC
of up to 1%. The CDSC on Class A shares will be waived on certain redemptions,
as described below under "Contingent Deferred Sales Charge". A Fund receives the
entire NAV of its Class A shares sold to investors. ABI's commission is the
sales charge shown above less any applicable discount or commission "re-allowed"
to selected dealers and agents. ABI will re-allow discounts to selected dealers
and agents in the amounts indicated in the table above. In this regard, ABI may
elect to re-allow the entire sales charge to selected dealers and agents for all
sales with respect to which orders are placed with ABI. A selected dealer who
receives re-allowance in excess of 90% of such a sales charge may be deemed to
be an "underwriter" under the Securities Act.

            No initial sales charge is imposed on Class A shares issued (i)
pursuant to the automatic reinvestment of income dividends or capital gains
distributions, (ii) in exchange for Class A shares of other "AllianceBernstein
Mutual Funds" (as that term is defined under "Combined Purchase Privilege"
below), except that an initial sales charge will be imposed on Class A shares
issued in exchange for Class A shares of AllianceBernstein Exchange Reserves
that were purchased for cash without the payment of an initial sales charge and
without being subject to a CDSC, or (iii) upon the automatic conversion of Class
B shares of a Fund as described below under "Class B Shares - Conversion
Feature".

            Commissions may be paid to selected dealers or agents who initiate
or are responsible for Class A share purchases by a single shareholder in excess
of $1,000,000 that are not subject to an initial sales charge at up to the
following rates: 1.00% on purchases up to $3,000,000; 0.75% on purchases over
$3,000,000 to $5,000,000; and 0.50% on purchases over $5, 000, 000. Commissions
are paid based on cumulative purchases by a shareholder over the life of an
account with no adjustments for redemptions, transfers or market declines.

            In addition to the circumstances described above, certain types of
investors may be entitled to pay no initial sales charge in certain
circumstances described below.

            Class A Shares - Sales at NAV. A Fund may sell its Class A shares at
NAV (i.e., without any initial sales charge) to certain categories of investors
including:

         (i)           investment management clients of the Adviser or its
                       affiliates, including clients and prospective clients of
                       the Adviser's AllianceBernstein Institutional Investment
                       Management Division;

        (ii)           officers and present or former Directors of the Funds or
                       other investment companies managed by the Adviser,
                       officers, directors and present or retired full-time
                       employees and former employees (for subsequent investment
                       in accounts established during the course of their
                       employment) of the Adviser, ABI, ABIS and their
                       affiliates; officers, directors and present and full-time
                       employees of selected dealers or agents; or the spouse or
                       domestic partner, sibling, direct ancestor or direct
                       descendant (collectively, "relatives") of any such
                       person; or any trust, individual retirement account or
                       retirement plan account for the benefit of any such
                       person;

       (iii)           the Adviser, ABI, ABIS and their affiliates; certain
                       employee benefit plans for employees of the Adviser, ABI,
                       ABIS and their affiliates;

        (iv)           persons participating in a fee-based program, sponsored
                       and maintained by a broker-dealer or other financial
                       intermediary and approved by ABI, under which persons
                       pay an asset-based fee for services in the nature of
                       investment advisory or administrative services; or
                       clients of broker-dealers or other financial
                       intermediaries approved by ABI who purchase Class A
                       shares for their own accounts through an omnibus account
                       with the broker-dealers or other financial
                       intermediaries;

         (v)           certain retirement plan accounts as described under
                       "Alternative Purchase Arrangements-Group Retirement Plans

                       and Tax-Deferred Accounts"; and

        (vi)           current Class A shareholders of AllianceBernstein Mutual
                       Funds and investors who receive a "Fair Funds
                       Distribution" (a "Distribution") resulting from a SEC
                       enforcement action against the Adviser and current Class
                       A shareholders of AllianceBernstein Mutual Funds who
                       receive a Distribution resulting from any SEC enforcement
                       action related to trading in shares of AllianceBernstein
                       Mutual Funds who, in each case, purchase shares of an
                       AllianceBernstein Mutual Fund from ABI through deposit
                       with ABI of the Distribution check.

Class B Shares.
---------------

            Effective January 31, 2009, sales of Class B shares of the Funds to
new investors were suspended. Class B shares are only issued (i) upon the
exchange of Class B shares from another AllianceBernstein Fund, (ii) for
purposes of dividend reinvestment, (iii) through the Fund's Automatic Investment
Program for accounts that established the Program prior to January 31, 2009, and
(iv) for purchases of additional Class B shares by Class B shareholders as of
January 31, 2009. The ability to establish a new Automatic Investment Program
for accounts containing Class B shares was suspended as of January 31, 2009.

            Investors may purchase Class B shares at the public offering price
equal to the NAV per share of the Class B shares on the date of purchase without
the imposition of a sales charge at the time of purchase. The Class B shares are
sold without an initial sales charge so that the Fund will receive the full
amount of the investor's purchase payment.

            Conversion Feature. Eight years after the end of the calendar month
in which the shareholder's purchase order was accepted Class B shares will
automatically convert to Class A shares and will no longer be subject to a
higher distribution services fee. Such conversion will occur on the basis of the
relative NAVs of the two classes, without the imposition of any sales load, fee
or other charge. The purpose of the conversion feature is to reduce the
distribution services fee paid by holders of Class B shares that have been
outstanding long enough for ABI to have been compensated for distribution
expenses incurred in the sale of the shares.

            For purposes of conversion to Class A shares, Class B shares
purchased through the reinvestment of dividends and distributions paid in
respect of Class B shares in a shareholder's account will be considered to be
held in a separate sub-account. Each time any Class B shares in the
shareholder's account (other than those in the sub-account) convert to Class A
shares, an equal pro-rata portion of the Class B shares in the sub-account will
also convert to Class A shares.

            The conversion of Class B shares to Class A shares is subject to the
continuing availability of an opinion of counsel to the effect that the
conversion of Class B shares to Class A shares does not constitute a taxable
event under federal income tax law. The conversion of Class B shares to Class A
shares may be suspended if such an opinion is no longer available at the time
such conversion is to occur. In that event, no further conversions of Class B
shares would occur, and shares might continue to be subject to the higher
distribution services fee for an indefinite period, which may extend beyond the
period ending eight years after the end of the calendar month in which the
shareholder's purchase order was accepted.

Class C Shares.
---------------

            Investors may purchase Class C shares at the public offering price
equal to the NAV per share of the Class C shares on the date of purchase without
the imposition of a sales charge either at the time of purchase or, as long as
the shares are held for one year or more, upon redemption. Class C shares are
sold without an initial sales charge, so that the Fund will receive the full
amount of the investor's purchase payment and, as long as the shares are held
for one year or more, without a CDSC so that the investor will receive as
proceeds upon redemption the entire NAV of his or her Class C shares. The Class
C distribution services fee enables the Fund to sell Class C shares without
either an initial sales charge or CDSC, as long as the shares are held for one
year or more. Class C shares do not convert to any other class of shares of the
Fund and incur higher distribution services fees and transfer agency costs than
Class A shares and Advisor Class shares, and will thus have a higher expense
ratio and pay correspondingly lower dividends than Class A shares and Advisor
Class shares.

Contingent Deferred Sales Charge.
---------------------------------

            Class B shares that are redeemed within four years of purchase will
be subject to a CDSC at the rates set forth below charged as a percentage of the
dollar amount subject thereto. Class A share purchases of $1,000,000 or more and
Class C shares that in either case are redeemed within one year of purchase will
be subject to a CDSC of 1%, as are Class A share purchases by certain group
retirement plans (see "Alternative Purchase Arrangements - Group Retirement
Plans and Tax-Deferred Accounts" below). The charge will be assessed on an
amount equal to the lesser of the cost of the shares being redeemed or their NAV
at the time of redemption. Accordingly, no sales charge will be imposed on
increases in NAV above the initial purchase price. In addition, no charge will
be assessed on shares derived from reinvestment of dividends or capital gains
distributions.

            To illustrate, assume that an investor purchased 100 Class B shares
at $10 per share (at a cost of $1,000) and in the second year after purchase the
NAV per share is $12 and, during such time, the investor has acquired 10
additional Class B shares upon dividend reinvestment. If at such time the
investor makes his or her first redemption of 50 Class B shares (proceeds of
$600), 10 Class B shares will not be subject to the charge because of dividend
reinvestment. With respect to the remaining 40 Class B shares, the charge is
applied only to the original cost of $10 per share and not to the increase in
NAV of $2 per share. Therefore, $400 of the $600 redemption proceeds will be
charged at a rate of 3.0% (the applicable rate in the second year after purchase
as set forth below).

            For Class B shares, the amount of the CDSC, if any, will vary
depending on the number of years from the time of payment for the purchase of
Class B shares until the time of redemption of such shares.

                                           Contingent Deferred Sales Charge
                                             for the Fund as a % of Dollar
            Year Since Purchase                Amount Subject to Charge
            -------------------                ------------------------

            First                                         4.00%
            Second                                        3.00%
            Third                                         2.00%
            Fourth                                        1.00%
            Fifth and thereafter                           None

            In determining the CDSC applicable to a redemption of Class B and
Class C shares of a Fund, it will be assumed that the redemption is, first, of
any shares that are not subject to a CDSC (for example, because the shares were
acquired upon the reinvestment of dividends or distributions) and, second, of
shares held longest during the time they are subject to the sales charge. When
shares acquired in an exchange are redeemed, the applicable CDSC and conversion
schedules will be the schedules that applied at the time of the purchase of
shares of the corresponding class of the AllianceBernstein Mutual Fund
originally purchased by the shareholder. If you redeem your shares and directly
invest the proceeds in units of CollegeBoundfund, the CDSC will apply to the
units of CollegeBoundfund. The CDSC period begins with the date of your original
purchase, not the date of exchange for the other Class B shares or Class C
shares, as applicable, or purchase of CollegeBoundfund units.

            Proceeds from the CDSC are paid to ABI and are used by ABI to defray
the expenses of ABI related to providing distribution-related services to the
Fund in connection with the sale of the Fund shares, such as the payment of
compensation to selected dealers and agents for selling Fund shares. The
combination of the CDSC and the distribution services fee enables the Fund to
sell shares without a sales charge being deducted at the time of purchase.

            The CDSC is waived on redemptions of shares (i) following the death
or disability, as defined in the Code, of a shareholder, (ii) to the extent that
the redemption represents a minimum required distribution from an individual
retirement account or other retirement plan to a shareholder that has attained
the age of 70 1/2, (iii) that had been purchased by present or former Directors
of the Funds, by the relative of any such person, by any trust, individual
retirement account or retirement plan account for the benefit of any such person
or relative, or by the estate of any such person or relative, (iv) pursuant to,
and in accordance with, a systematic withdrawal plan (see "Sales Charge
Reduction Programs for Class A Shares-Systematic Withdrawal Plan" below), (v) to
the extent that the redemption is necessary to meet a plan participant's or
beneficiary's request for a distribution or loan from a group retirement plan or
to accommodate a plan participant's or beneficiary's direction to reallocate his
or her plan account among other investment alternatives available under a group
retirement plan, (vi) due to the complete termination of a trust upon the death
of the trustor/grantor, beneficiary or trustee but only if the trust termination
is specifically provided for in the trust document or (vii) that had been
purchased with proceeds from a Distribution resulting from any SEC enforcement
action related to trading in shares of AllianceBernstein Mutual Funds through
deposit with ABI of the Distribution check. The CDSC is also waived for (i)
permitted exchanges of shares, (ii) holders of Class A shares who purchased
$1,000,000 or more of Class A shares where the participating broker or dealer
involved in the sale of such shares waived the commission it would normally
receive from ABI or (iii) Class C shares sold through programs offered by
financial intermediaries and approved by ABI where such programs offer only
shares that are not subject to a CDSC, where the financial intermediary
establishes a single omnibus account for the Fund or in the case of a group
retirement plan, a single account for each plan, and where no advance commission
is paid to any financial intermediary in connection with the purchase of such
shares.

Class R Shares.
--------------

            Class R shares are offered only to group retirement plans that have
plan assets of up to $10 million. Class R shares are not available to retail
non-retirement accounts, traditional or Roth IRAs, Coverdell Education Savings
Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans and to
AllianceBernstein sponsored retirement products. Class R shares incur a .50%
distribution services fee and thus have a higher expense ratio than Class A
shares, Class K shares and Class I shares and pay correspondingly lower
dividends than Class A shares, Class K shares and Class I shares.

Class K Shares.
--------------

            Class K shares are available at NAV to group retirement plans that
have plan assets of at least $1 million. Class K shares generally are not
available to retail non-retirement accounts, traditional and Roth IRAs,
Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual
403(b) plans and AllianceBernstein sponsored retirement products. Class K shares
do not have an initial sales charge or CDSC but incur a .25% distribution
services fee and thus (i) have a lower expense ratio than Class R shares and pay
correspondingly higher dividends than Class R shares and (ii) have a higher
expense ratio than Class I shares and pay correspondingly lower dividends than
Class I shares.

Class I Shares.
--------------

            Class I shares are available at NAV to all group retirement plans
that have plan assets in excess of $10 million and to certain related group
retirement plans with plan assets of less than $10 million in assets if the
sponsor of such a plan has at least one group retirement plan with plan assets
in excess of $10 million that invests in Class I shares and to certain
investment advisory clients of, and certain other persons associated with, the
Adviser and its affiliates. Class I shares generally are not available to retail
non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings
Accounts, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b) plans and
AllianceBernstein sponsored retirement products. Class I shares do not incur any
distribution services fees and will thus have a lower expense ratio and pay
correspondingly higher dividends than Class R and Class K shares.

Advisor Class Shares.
--------------------

            Advisor Class shares may be purchased and held solely (i) through
accounts established under fee-based programs, sponsored and maintained by
registered broker-dealers or other financial intermediaries and approved by ABI,
(ii) through self-directed defined contribution employee benefit plans (e.g.,
401(k) plans) that have at least $10 million in assets and are purchased
directly by the plan without the involvement of a financial intermediary, (iii)
by officers and present or former Directors of the Funds or other investment
companies managed by the Adviser, officers, directors and present or retired
full-time employees and former employees (for subsequent investments in accounts
established during the course of their employment) of the Adviser, ABI, ABIS and
their affiliates, Relatives of any such person, or any trust, individual
retirement account or retirement plan for the benefit of any such person or (iv)
by the categories of investors described in clauses (i), (iii) and through (iv)
under "Class A Shares --Sales at NAV" (other than officers, directors and
present and full-time employees of selected dealers or agents, or relatives of
such person, or any trust, individual retirement account or retirement plan
account for the benefit of such relative, none of whom is eligible on the basis
solely of such status to purchase and hold Advisor Class shares). Generally, a
fee-based program must charge an asset-based or other similar fee and must
invest at least $250,000 in Advisor Class shares of the Fund in order to be
approved by ABI for investment in Advisor Class shares. A transaction fee may be
charged by your financial intermediary with respect to the purchase, sale or
exchange of Advisor Class shares made through such financial intermediary.
Advisor Class shares do not incur any distribution services fees, and will thus
have a lower expense ratio and pay correspondingly higher dividends than Class
A, Class B, Class C, Class R or Class K shares.

Alternative Purchase Arrangements - Group Retirement Plans and Tax-Deferred
Accounts
--------------------------------------------------------------------------------

            Each Fund offers special distribution arrangements for group
retirement plans. However, plan sponsors, plan fiduciaries and other financial
intermediaries may establish requirements as to the purchase, sale or exchange
of shares of the Fund, including maximum and minimum initial investment
requirements, that are different from those described in this SAI. Group
retirement plans also may not offer all classes of shares of the Fund. In
addition, the Class A and Class B CDSC may be waived for investments made
through certain group retirement plans. Therefore, plan sponsors or fiduciaries
may not adhere to these share class eligibility standards as set forth in the
Prospectus and this SAI. A Fund is not responsible for, and has no control over,
the decision of any plan sponsor or fiduciary to impose such differing
requirements.

            Class A Shares. Class A shares are available at NAV to all
AllianceBernstein sponsored group retirement plans, regardless of size, and to
the AllianceBernstein Link, AllianceBernstein Individual 401(k) and
AllianceBernstein SIMPLE IRA plans with at least $250,000 in plan assets or 100
or more employees. Effective June 30, 2005, for purposes of determining whether
a SIMPLE IRA plan has at least $250,000 in plan assets, all of the SIMPLE IRAs
of an employer's employees are aggregated. ABI measures the asset levels and
number of employees in these plans once monthly. Therefore, if a plan that is
not eligible at the beginning of a month for purchases of Class A shares at NAV
meets the asset level or number of employees required for such eligibility later
in that month, all purchases by the plan will be subject to a sales charge until
the monthly measurement of assets and employees. If the plan terminates the Fund
as an investment option within one year, then all plan purchases of Class A
shares will be subject to a 1%, 1-year CDSC on redemption. Class A shares are
also available at NAV to group retirement plans with plan assets in excess of
$10 million. The 1%, 1-year CDSC also generally applies. However, the 1%, 1-year
CDSC may be waived if the financial intermediary agrees to waive all commissions
or other compensation paid in connection with the sale of such shares (typically
up to a 1% advance payment for sales of Class A shares at NAV) other than the
service fee paid pursuant to the Fund's distribution service plan.

            Class B Shares. Class B shares are generally not available for
purchase by group retirement plans. However, Class B shares may continue to be
purchased by group retirement plans that have already selected Class B shares as
an investment alternative under their plan prior to September 2, 2003.

            Class C Shares. Class C shares are available to AllianceBernstein
Link, AllianceBernstein Individual 401(k) and AllianceBernstein SIMPLE IRA plans
with less than $250,000 in plan assets and less than 100 employees. Class C
shares are also available to group retirement plans with plan assets of less
than $1 million. If an AllianceBernstein Link, AllianceBernstein Individual
401(k) or AllianceBernstein SIMPLE IRA plan holding Class C shares becomes
eligible to purchase Class A shares at NAV, the plan sponsor or other
appropriate fiduciary of such plan may request ABI in writing to liquidate the
Class C shares and purchase Class A shares with the liquidation proceeds. Any
such liquidation and repurchase may not occur before the expiration of the
1-year period that begins on the date of the plan's last purchase of Class C
shares.

            Class R Shares. Class R shares are available to certain group
retirement plans with plan assets of up to $10 million. Class R shares are not
subject to front-end sales charge or CDSC, but are subject to a .50%
distribution fee.

            Class K Shares. Class K shares are available to certain group
retirement plans with plan assets of at least $1 million. Class K shares are not
subject to a front-end sales charge or CDSC, but are subject to a .25%
distribution fee.

            Class I Shares. Class I shares are available to certain group
retirement plans with plan assets of at least $10 million and certain
institutional clients of the Adviser who invest at least $2 million in a Fund.
Class I shares are not subject to a front-end sales charge, CDSC or a
distribution fee.

            Choosing a Class of Shares for Group Retirement Plans. Plan
sponsors, plan fiduciaries and other financial intermediaries may establish
requirements as to the purchase, sale or exchange of shares of the Fund,
including maximum and minimum initial investment requirements, that are
different from those described in this SAI. Plan fiduciaries should consider how
these requirements differ from the Fund's share class eligibility criteria
before determining whether to invest.

            Currently, the Funds make their Class A shares available at NAV to
group retirement plans with plan assets in excess of $10 million. Unless waived
under the circumstances described above, a 1%, 1-year CDSC applies to the sale
of Class A shares by a plan. Because Class K shares have no CDSC and lower Rule
12b-1 distribution fees and Class I shares have no CDSC or Rule 12b-1
distribution fees, plans should consider purchasing Class K or Class I shares,
if eligible, rather than Class A shares.

            In selecting among the Class A, Class K and Class R shares, plans
purchasing shares through a financial intermediary that is not willing to waive
advance commission payments (and therefore are not eligible for the waiver of
the 1%, 1-year CDSC applicable to Class A shares) should weigh the following:

      o     the lower Rule 12b-1 distribution fees (0.30%) and the 1%, 1-year
            CDSC with respect to Class A shares;

      o     the higher Rule 12b-1 distribution fees (0.50%) and the absence of a
            CDSC with respect to Class R shares; and

      o     the lower Rule 12b-1 distribution fees (0.25%) and the absence of a
            CDSC with respect to Class K shares.

            Because Class A and Class K shares have lower Rule 12b-1
distribution fees than Class R shares, plans should consider purchasing Class A
or Class K shares, if eligible, rather than Class R shares.

            As described above, effective January 31, 2009, sales of Class B
shares to new investors were suspended. While Class B shares were generally not
available to group retirement plans, Class B shares are available for continuing
contributions from plans that have already selected Class B shares as an
investment option under their plans prior to September 2, 2003. Plans should
weigh the fact that Class B shares will convert to Class A shares after a period
of time against the fact that Class A, Class R, Class K and Class I shares have
lower expenses, and therefore may have higher returns, than Class B shares,
before determining which class to make available to its plan participants.

Sales Charge Reduction Programs for Class A Shares
--------------------------------------------------

            The AllianceBernstein Mutual Funds offer shareholders various
programs through which shareholders may obtain reduced sales charges or
reductions in CDSC through participation in such programs. In order for
shareholders to take advantage of the reductions available through the combined
purchase privilege, rights of accumulation and letters of intent, the Fund must
be notified by the shareholder or his or her financial intermediary that they
qualify for such a reduction. If the Fund is not notified that a shareholder is
eligible for these reductions, the Fund will be unable to ensure that the
reduction is applied to the shareholder's account.

            Combined Purchase Privilege. Shareholders may qualify for the sales
charge reductions by combining purchases of shares of a Fund (and/or any other
AllianceBernstein Mutual Fund) into a single "purchase". By combining such
purchases, shareholders may be able to take advantage of the quantity discounts
described under "Alternative Purchase Arrangements - Class A Shares". A
"purchase" means a single purchase or concurrent purchases of shares of a Fund
or any other AllianceBernstein Mutual Fund, including AllianceBernstein
Institutional Funds, by (i) an individual, his or her spouse or domestic
partner, or the individual's children under the age of 21 years purchasing
shares for his, her or their own account(s), including certain CollegeBoundfund
accounts; (ii) a trustee or other fiduciary purchasing shares for a single
trust, estate or single fiduciary account with one or more beneficiaries
involved; or (iii) the employee benefit plans of a single employer. The term
"purchase" also includes purchases by any "company," as the term is defined in
the 1940 Act, but does not include purchases by any such company that has not
been in existence for at least six months or that has no purpose other than the
purchase of shares of the Fund or shares of other registered investment
companies at a discount. The term "purchase" does not include purchases by any
group of individuals whose sole organizational nexus is that the participants
therein are credit card holders of a company, policy holders of an insurance
company, customers of either a bank or broker-dealer or clients of an investment
adviser.

         Currently, the AllianceBernstein Mutual Funds include:

AllianceBernstein Blended Style Series, Inc.
  -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
  -AllianceBernstein 2055 Retirement Strategy
AllianceBernstein Bond Fund, Inc.
  -AllianceBernstein Bond Inflation Strategy
  -AllianceBernstein Intermediate Bond Portfolio
  -AllianceBernstein Limited Duration High Income Portfolio
  -AllianceBernstein Municipal Bond Inflation Strategy
  -AllianceBernstein Real Asset Strategy
AllianceBernstein Cap Fund, Inc.
  - AllianceBernstein Dynamic All Market Fund
  - AllianceBernstein Emerging Markets Equity Portfolio
  - AllianceBernstein Emerging Markets Multi-Asset Portfolio
  - AllianceBernstein International Discovery Equity Portfolio
  - AllianceBernstein International Focus 40 Portfolio
  - AllianceBernstein Market Neutral Strategy - Global
  - AllianceBernstein Market Neutral Strategy - U.S.
  - AllianceBernstein Select US Equity Portfolio
  - AllianceBernstein Small Cap Growth Portfolio
  - AllianceBernstein U.S. Strategic Research Portfolio
AllianceBernstein Core Opportunities Fund, Inc.
AllianceBernstein Discovery Growth Fund, Inc.
AllianceBernstein Equity Income Fund, Inc.
AllianceBernstein Exchange Reserves
AllianceBernstein Global Bond Fund, Inc.
AllianceBernstein Global Real Estate Investment Fund, Inc.
AllianceBernstein Global Risk Allocation Fund, Inc.
AllianceBernstein Global Thematic Growth Fund, Inc.
AllianceBernstein Growth and Income Fund, Inc.
AllianceBernstein High Income Fund, Inc.
AllianceBernstein International Growth Fund, Inc.
AllianceBernstein Large Cap Growth Fund, Inc.
AllianceBernstein Municipal Income Fund, Inc.
  -California Portfolio
  -National Portfolio
  -New York Portfolio
  -AllianceBernstein High Income Municipal Portfolio
AllianceBernstein Municipal Income Fund II
  -Arizona Portfolio
  -Massachusetts Portfolio
  -Michigan Portfolio
  -Minnesota Portfolio
  -New Jersey Portfolio
  -Ohio Portfolio
  -Pennsylvania Portfolio
  -Virginia Portfolio
AllianceBernstein Trust
  -AllianceBernstein Global Value Fund
  -AllianceBernstein International Value Fund
  -AllianceBernstein Discovery Value Fund
  -AllianceBernstein Value Fund
AllianceBernstein Unconstrained Bond Fund, Inc.
The AllianceBernstein Portfolios
  -AllianceBernstein Balanced Wealth Strategy
  -AllianceBernstein Conservative Wealth Strategy
  -AllianceBernstein Growth Fund
  -AllianceBernstein Tax-Managed Balanced Wealth Strategy
  -AllianceBernstein Tax-Managed Wealth Appreciation Strategy
  -AllianceBernstein Tax-Managed Conservative Wealth Strategy
  -AllianceBernstein Wealth Appreciation Strategy
Sanford C. Bernstein Fund, Inc.
  -Intermediate California Municipal Portfolio
  -Intermediate Diversified Municipal Portfolio
  -Intermediate New York Municipal Portfolio
  -International Portfolio
  -Overlay A Portfolio
  -Overlay B Portfolio
  -Short Duration Portfolio
  -Tax-Aware Overlay A Portfolio
  -Tax-Aware Overlay B Portfolio
  -Tax-Aware Overlay C Portfolio
  -Tax-Aware Overlay N Portfolio
  -Tax-Managed International Portfolio

            Prospectuses for the AllianceBernstein Mutual Funds may be obtained
without charge by contacting ABIS at the address or the "For Literature"
telephone number shown on the front cover of this SAI or on the Internet at
www.AllianceBernstein.com.

            Cumulative Quantity Discount (Right of Accumulation). An investor's
purchase of additional Class A shares of a Fund may be combined with the value
of the shareholder's existing accounts, thereby enabling the shareholder to take
advantage of the quantity discounts described under "Alternative Purchase
Arrangements - Class A Shares." In such cases, the applicable sales charge on
the newly purchased shares will be based on the total of:

         (i)     the investor's current purchase;

        (ii)     the higher of cost or NAV (at the close of business
                 on the previous day) of (a) all shares of the
                 relevant Fund held by the investor and (b) all
                 shares held by the investor of any other
                 AllianceBernstein Mutual Fund, including
                 AllianceBernstein Institutional Funds and certain
                 CollegeBoundfund accounts for which the investor,
                 his or her spouse or domestic partner, or child
                 under the age of 21 is the participant; and

       (iii)     the higher of cost or NAV of all shares described
                 in paragraph (ii) owned by another shareholder
                 eligible to combine his or her purchase with that
                 of the investor into a single "purchase" (see
                 above).

            The initial sales charge you pay on each purchase of Class A shares
will take into account your accumulated holdings in all classes of shares of
AllianceBernstein Mutual Funds. Your accumulated holdings will be calculated as
(a) the value of your existing holdings as of the day prior to your additional
investment or (b) the amount you invested including reinvested dividends but
excluding appreciation and less any amount of withdrawals, whichever is higher.

            For example, if an investor owned shares of an AllianceBernstein
Mutual Fund that were purchased for $200,000 and were worth $190,000 at their
then current NAV and, subsequently, purchased Class A shares of a Fund worth an
additional $100,000, the initial sales charge for the $100,000 purchase would be
at the 2.25% rate applicable to a single $300,000 purchase of shares of the
Fund, rather than the 3.25% rate.

            Letter of Intent. Class A investors may also obtain the quantity
discounts described under "Alternative Purchase Arrangements - Class A Shares"
by means of a written Letter of Intent, which expresses the investor's intention
to invest at least $100,000 in Class A shares of a Fund or any AllianceBernstein
Mutual Fund within 13 months. Each purchase of shares under a Letter of Intent
will be made at the public offering price or prices applicable at the time of
such purchase to a single transaction of the dollar amount indicated in the
Letter of Intent. At the investor's option, a Letter of Intent may include
purchases of shares of the Fund or any other AllianceBernstein Mutual Fund made
not more than 90 days prior to the date that the investor signs the Letter of
Intent, in which case the 13-month period during which the Letter of Intent is
in effect will begin on the date of the earliest purchase. However, sales
charges will not be reduced for purchases made prior to the date the Letter of
Intent is signed.

            Investors qualifying for the Combined Purchase Privilege described
above may purchase shares of the AllianceBernstein Mutual Funds under a single
Letter of Intent. For example, if at the time an investor signs a Letter of
Intent to invest at least $100,000 in Class A shares of the Fund, the investor
and the investor's spouse or domestic partner each purchase shares of the Fund
worth $20,000 (for a total of $40,000), it will only be necessary to invest a
total of $60,000 during the following 13 months in shares of the Fund or any
other AllianceBernstein Mutual Fund, to qualify for the 3.25% sales charge on
the total amount being invested (the sales charge applicable to an investment of
$100,000).

            The Letter of Intent is not a binding obligation upon the investor
to purchase the full amount indicated. The minimum initial investment under a
Letter of Intent is 5% of such amount. Shares purchased with the first 5% of
such amount will be held in escrow (while remaining registered in the name of
the investor) to secure payment of the higher sales charge applicable to the
shares actually purchased if the full amount indicated is not purchased, and
such escrowed shares will be involuntarily redeemed at their then NAV to pay the
additional sales charge, if necessary. Dividends on escrowed shares, whether
paid in cash or reinvested in additional Fund shares, are not subject to escrow.
When the full amount indicated has been purchased, the escrow will be released.

            Investors wishing to enter into a Letter of Intent in conjunction
with their initial investment in Class A shares of a Fund can obtain a form of
Letter of Intent by contacting ABIS at the address or telephone numbers shown on
the cover of this SAI.

            Reinstatement Privilege. A shareholder who has redeemed any or all
of his or her Class A shares may reinvest all or any portion of the proceeds
from that redemption in Class A shares of any AllianceBernstein Mutual Fund at
NAV without any sales charge, provided that such reinvestment is made within 120
calendar days after the redemption or repurchase date. Shares are sold to a
reinvesting shareholder at the NAV next determined as described above. A
reinstatement pursuant to this privilege will not cancel the redemption or
repurchase transaction; therefore, any gain or loss so realized will be
recognized for federal income tax purposes except that no loss will be
recognized to the extent that the proceeds are reinvested in shares of the Fund
within 30 calendar days after the redemption or repurchase transaction.
Investors may exercise the reinstatement privilege by written request sent to
the Fund at the address shown on the cover of this SAI.

            Dividend Reinvestment Program. Shareholders may elect to have all
income and capital gains distributions from their account paid to them in the
form of additional shares of the same class of a Fund pursuant to the Fund's
Dividend Reinvestment Program. No initial sales charge or CDSC will be imposed
on shares issued pursuant to the Dividend Reinvestment Program. Shares issued
under this program will have an aggregate NAV as of the close of business on the
declaration date of the dividend or distribution equal to the cash amount of the
distribution. Investors wishing to participate in the Dividend Reinvestment
Program should complete the appropriate section of the Mutual Fund Application.
Current shareholders should contact ABIS to participate in the Dividend
Reinvestment Program.

            In certain circumstances where a shareholder has elected to receive
dividends and/or capital gain distributions in cash but the account has been
determined to be lost due to mail being returned to us by the Postal Service as
undeliverable, such shareholder will automatically be placed within the Dividend
Reinvestment Program for future distributions. No interest will accrue on
amounts represented by uncashed distribution checks.

            Dividend Direction Plan. A shareholder who already maintains
accounts in more than one AllianceBernstein Mutual Fund may direct that income
dividends and/or capital gains paid by one AllianceBernstein Mutual Fund be
automatically reinvested, in any amount, without the payment of any sales or
service charges, in shares of the same class of the other AllianceBernstein
Mutual Fund(s). Further information can be obtained by contacting ABIS at the
address or the "For Literature" telephone number shown on the cover of this SAI.
Investors wishing to establish a dividend direction plan in connection with
their initial investment should complete the appropriate section of the Mutual
Fund Application found in your Prospectus. Current shareholders should contact
ABIS to establish a dividend direction plan.

Systematic Withdrawal Plan
--------------------------

            General. Any shareholder who owns or purchases shares of a Fund
having a current NAV of at least $5,000 may establish a systematic withdrawal
plan under which the shareholder will periodically receive a payment in a stated
amount of not less than $50 on a selected date. The $5,000 account minimum does
not apply to a shareholder owning shares through an individual retirement
account or other retirement plan who has attained the age of 70 1/2 who wishes
to establish a systematic withdrawal plan to help satisfy a required minimum
distribution. Systematic withdrawal plan participants must elect to have their
dividends and distributions from the Fund automatically reinvested in additional
shares of the Fund.

            Shares of a Fund owned by a participant in the Fund's systematic
withdrawal plan will be redeemed as necessary to meet withdrawal payments and
such payments will be subject to any taxes applicable to redemptions and, except
as discussed below with respect to Class A, Class B and Class C shares, any
applicable CDSC. Shares acquired with reinvested dividends and distributions
will be liquidated first to provide such withdrawal payments and thereafter
other shares will be liquidated to the extent necessary, and depending upon the
amount withdrawn, the investor's principal may be depleted. A systematic
withdrawal plan may be terminated at any time by the shareholder or the Fund.

            Withdrawal payments will not automatically end when a shareholder's
account reaches a certain minimum level. Therefore, redemptions of shares under
the plan may reduce or even liquidate a shareholder's account and may subject
the shareholder to the Fund's involuntary redemption provisions. See "Redemption
and Repurchase of Shares -- General." Purchases of additional shares
concurrently with withdrawals are undesirable because of sales charges
applicable when purchases are made. While an occasional lump-sum investment may
be made by a holder of Class A shares who is maintaining a systematic withdrawal
plan, such investment should normally be an amount equivalent to three times the
annual withdrawal or $5,000, whichever is less.

            Payments under a systematic withdrawal plan may be made by check or
electronically via the Automated Clearing House ("ACH") network. Investors
wishing to establish a systematic withdrawal plan in conjunction with their
initial investment in shares of a Fund should complete the appropriate portion
of the Mutual Fund Application, while current Fund shareholders desiring to do
so can obtain an application form by contacting ABIS at the address or the "For
Literature" telephone number shown on the cover of this SAI.

            CDSC Waiver for Class A Shares, Class B Shares and Class C Shares.
Under the systematic withdrawal plan, up to 1% monthly, 2% bi-monthly or 3%

quarterly of the value at the time of redemption of the Class A, Class B or
Class C shares in a shareholder's account may be redeemed free of any CDSC.

            Class B shares that are not subject to a CDSC (such as shares
acquired with reinvested dividends or distributions) will be redeemed first and
will count toward the foregoing limitations. Remaining Class B shares that are
held the longest will be redeemed next. Redemptions of Class B shares in excess
of the foregoing limitations will be subject to any otherwise applicable CDSC.

            With respect to Class A and Class C shares, shares held the longest
will be redeemed first and will count toward the foregoing limitations.
Redemptions in excess of those limitations will be subject to any otherwise
applicable CDSC.

Payments to Financial Advisors and Their Firms
----------------------------------------------

            Financial intermediaries market and sell shares of a Fund. These
financial intermediaries employ financial advisors and receive compensation for
selling shares of the Fund. This compensation is paid from various sources,
including any sales charge, CDSC and/or Rule 12b-1 fee that you or the Fund may
pay. Your individual financial advisor may receive some or all of the amounts
paid to the financial intermediary that employs him or her.

            In the case of Class A shares, all or a portion of the initial sales
charge that you pay may be paid by ABI to financial intermediaries selling Class
A shares. ABI may also pay these financial intermediaries a fee of up to 1% on
purchases of $1 million or more. Additionally, up to 100% of the Rule 12b-1 fees
applicable to Class A shares each year may be paid to financial intermediaries,
including your financial intermediary, that sell Class A shares.

            In the case of Class B shares, ABI may pay, at the time of your
purchase, a commission to financial intermediaries selling Class B shares in an
amount equal to 4% of your investment. Additionally, up to 30% of the Rule 12b-1
fees applicable to Class B shares each year may be paid to financial
intermediaries, including your financial intermediary, that sell Class B shares.

            In the case of Class C shares, ABI may pay, at the time of your
purchase, a commission to firms selling Class C shares in an amount equal to 1%
of your investment. Additionally, up to 100% of the Rule 12b-1 fee applicable to
Class C shares each year may be paid to financial intermediaries, including your
financial intermediary, that sell Class C shares.

            In the case of Class R and Class K shares up to 100% of the Rule
12b-1 fee applicable to Class R and Class K shares each year may be paid to
financial intermediaries, including your financial intermediary, that sell Class
R and Class K shares.

            In the case of Advisor Class shares, your financial advisor may
charge ongoing fees or transactional fees. ABI may pay a portion of "ticket" or
other transactional charges.

            Your financial advisor's firm receives compensation from the Fund,
ABI and/or the Adviser in several ways from various sources, which include some
or all of the following:

      o     upfront sales commissions;

      o     Rule 12b-1 fees;

      o     additional distribution support;

      o     defrayal of costs for educational seminars and training; and

      o     payments related to providing shareholder record-keeping and/or
            transfer agency services.

Other Payments for Distribution Services and Educational Support
----------------------------------------------------------------

            In addition to the commissions paid to financial intermediaries at
the time of sale and the fees described under "Asset-Based Sales Charges or
Distribution and/or Service (Rule 12b-1) Fees", in your Prospectus, some or all
of which may be paid to financial intermediaries (and, in turn, to your
financial advisor), ABI, at its expense, currently provides additional payments
to firms that sell shares of the AllianceBernstein Mutual Funds. Although the
individual components may be higher and the total amount of payments made to
each qualifying firm in any given year may vary, the total amount paid to a
financial intermediary in connection with the sale of shares of the
AllianceBernstein Mutual Funds will generally not exceed the sum of (a) 0.25% of
the current year's fund sales by that firm and (b) 0.10% of average daily net
assets attributable to that firm over the year. These sums include payments to
reimburse directly or indirectly the costs incurred by these firms and their
employees in connection with educational seminars and training efforts about the
AllianceBernstein Mutual Funds for the firms' employees and/or their clients and
potential clients. The costs and expenses associated with these efforts may
include travel, lodging, entertainment and meals.

            For 2012, ABI's additional payments to these firms for distribution
services and education support related to the AllianceBernstein Mutual Funds are
expected to be approximately 0.05% of the average monthly assets of the
AllianceBernstein Mutual Funds, or approximately $19 million. In 2011, ABI paid
approximately 0.04% of the average monthly assets of the AllianceBernstein
Mutual Funds or approximately $17 million, for distribution services and
education support related to the AllianceBernstein Mutual Funds.

            A number of factors are considered in determining the additional
payments, including each firm's AllianceBernstein Mutual Fund sales, assets and
redemption rates, and the willingness and ability of the firm to give ABI access
to its financial advisors for educational or marketing purposes. In some cases,
firms will include the AllianceBernstein Mutual Funds on a "preferred list".
ABI's goal is to make the financial advisors who interact with current and
prospective investors and shareholders more knowledgeable about the
AllianceBernstein Mutual Funds so that they can provide suitable information and
advice about the funds and related investor services.

            Each Fund and ABI also make payments for recordkeeping and other
transfer agency services to financial intermediaries that sell AllianceBernstein
Mutual Fund shares. Please see "Expenses of the Fund - Transfer Agency
Agreement" above. These expenses paid by the Fund are included in "Other
Expenses" under "Fees and Expenses of the Funds - Annual Fund Operating
Expenses" in your Prospectus.

            If one mutual fund sponsor makes greater distribution assistance
payments than another, your financial advisor and his or her firm may have an
incentive to recommend one fund complex over another. Similarly, if your
financial advisor or his or her firm receives more distribution assistance for
one share class versus another, then they may have an incentive to recommend
that class.

            Please speak with your financial advisor to learn more about the
total amounts paid to your financial advisor and his or her firm by the Fund,
the Adviser, ABI and by sponsors of other mutual funds he or she may recommend
to you. You should also consult disclosures made by your financial advisor at
the time of your purchase.

            ABI anticipates that the firms that will receive additional payments
for distribution services and/or educational support include:

         Advisor Group, Inc.
         Ameriprise Financial Services
         AXA Advisors
         Cadaret, Grant & Co.
         CCO Investment Services Corp.
         Chase Investment Services
         Commonwealth Financial Network
         Donegal Securities
         Financial Network Investment Company
         LPL Financial
         Merrill Lynch
         Morgan Stanley Wealth Management
         Multi-Financial Securities Corporation
         Northwestern Mutual Investment Services
         PrimeVest Financial Services
         Raymond James
         RBC Wealth Management
         Robert W. Baird
         UBS Financial Services
         Wells Fargo Advisors

            ABI expects that additional firms may be added to this list from
time to time.

            Although a Fund may use brokers and dealers who sell shares of the
Fund to effect portfolio transactions, the Fund does not consider the sale of
AllianceBernstein Mutual Fund shares as a factor when selecting brokers or
dealers to effect portfolio transactions.

--------------------------------------------------------------------------------

                      REDEMPTION AND REPURCHASE OF SHARES

--------------------------------------------------------------------------------

            The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds". If you are an Advisor
Class shareholder through an account established under a fee-based program, your
fee-based program may impose requirements with respect to the purchase, sale or
exchange of Advisor Class shares of the Fund that are different from those
described herein. A transaction fee may be charged by your financial
intermediary with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial intermediary. Similarly, if you are a
shareholder through a group retirement plan, your plan may impose requirements
with respect to the purchase, sale or exchange of shares of a Fund that are
different from those imposed below. Each Fund has authorized one or more brokers
to receive on its behalf purchase and redemption orders. Such brokers are
authorized to designate other intermediaries to receive purchase and redemption
orders on the Fund's behalf. In such cases, orders will receive the NAV next
computed after such order is properly received by the authorized broker or
designee and accepted by the Fund.

Redemption
----------

            Subject only to the limitations described below, each Fund will
redeem the shares tendered to them, as described below, at a redemption price
equal to their NAV as next computed following the receipt of shares tendered for
redemption in proper form. Except for any CDSC which may be applicable to Class
A, Class B or Class C shares, there is no redemption charge. Payment of the
redemption price normally will be made within seven days after the Fund's
receipt of such tender for redemption. If a shareholder is in doubt about what
documents are required by his or her fee-based program or employee benefit plan,
the shareholder should contact his or her financial intermediary.

            The right of redemption may not be suspended or the date of payment
upon redemption postponed for more than seven days after shares are tendered for
redemption, except for any period during which the Exchange is closed (other
than customary weekend and holiday closings) or during which the SEC determines
that trading thereon is restricted, or for any period during which an emergency
(as determined by the SEC) exists as a result of which disposal by the Fund of
securities owned by it is not reasonably practicable or as a result of which it
is not reasonably practicable for the Fund fairly to determine the value of its
net assets, or for such other periods as the SEC may by order permit for the
protection of security holders of the Fund.

            Payment of the redemption price normally will be made in cash but
may be made, at the option of the Fund, in kind. No interest will accrue on
uncashed redemption checks. The value of a shareholder's shares on redemption or
repurchase may be more or less than the cost of such shares to the shareholder,
depending upon the market value of the Fund's portfolio securities at the time
of such redemption or repurchase. Redemption proceeds from Class A, Class B and
Class C shares will reflect the deduction of the CDSC, if any. Payment received
by a shareholder upon redemption or repurchase of his or her shares, assuming
the shares constitute capital assets in his or her hands, will result in
long-term or short-term capital gain (or loss) depending upon the shareholder's
holding period and basis in respect of the shares redeemed.

            To redeem shares of a Fund for which no share certificates have been
issued, the registered owner or owners should forward a letter to the Fund
containing a request for redemption. The Fund may require the signature or
signatures on the letter to be Medallion Signature Guaranteed. Please contact
ABIS to confirm whether a Medallion Signature Guarantee is needed.

            To redeem shares of a Fund represented by share certificates, the
investor should forward the appropriate share certificate or certificates,
endorsed in blank or with blank stock powers attached, to the Fund with the
request that the shares represented thereby, or a specified portion thereof, be
redeemed. The stock assignment form on the reverse side of each share
certificate surrendered to the Fund for redemption must be signed by the
registered owner or owners exactly as the registered name appears on the face of
the certificate or, alternatively, a stock power signed in the same manner may
be attached to the share certificate or certificates or, where tender is made by
mail, separately mailed to the relevant Fund. The signature or signatures on the
assignment form must be guaranteed in the manner described above.

            Telephone Redemption by Electronic Funds Transfer. Each Fund
shareholder is entitled to request redemption by electronic funds transfer (of
shares for which no share certificates have been issued) by telephone at (800)
221-5672 if the shareholder has completed the appropriate portion of the Mutual
Fund Application or, if an existing shareholder has not completed this portion,
by an "Autosell" application obtained from ABIS (except for certain omnibus
accounts). A telephone redemption request by electronic funds transfer may not
exceed $100,000, and must be made by 4:00 p.m., Eastern time, on a Fund business
day as defined above. Proceeds of telephone redemptions will be sent by
electronic funds transfer to a shareholder's designated bank account at a bank
selected by the shareholder that is a member of the NACHA.

            Telephone Redemption by Check. Each Fund shareholder is eligible to
request redemption by check of Fund shares for which no share certificates have
been issued, by telephone at (800) 221-5672 before 4:00 p.m., Eastern time, on a
Fund business day in an amount not exceeding $100,000. Proceeds of such
redemptions are remitted by check to the shareholder's address of record. A
shareholder otherwise eligible for telephone redemption by check may cancel the
privilege by written instruction to ABIS, or by checking the appropriate box on
the Mutual Fund Application.

            Telephone Redemptions-General. During periods of drastic economic,
market or other developments, such as the terrorist attacks on September 11,
2001, it is possible that shareholders would have difficulty in reaching ABIS by
telephone (although no such difficulty was apparent at any time in connection
with the attacks). If a shareholder were to experience such difficulty, the
shareholder should issue written instructions to ABIS at the address shown on
the cover of this SAI. The Fund reserves the right to suspend or terminate its
telephone redemption service at any time without notice. Telephone redemption is
not available with respect to shares (i) for which certificates have been
issued, (ii) held in nominee or "street name" accounts, (iii) held by a
shareholder who has changed his or her address of record within the preceding 30
calendar days or (iv) held in any retirement plan account. Neither the Fund, the
Adviser, ABI nor ABIS will be responsible for the authenticity of telephone
requests for redemptions that the Fund reasonably believes to be genuine. The
Fund will employ reasonable procedures in order to verify that telephone
requests for redemptions are genuine, including, among others, recording such
telephone instructions and causing written confirmations of the resulting
transactions to be sent to shareholders. If the Fund did not employ such
procedures, it could be liable for losses arising from unauthorized or
fraudulent telephone instructions. Financial intermediaries may charge a
commission for handling telephone requests for redemptions.

            A Fund may redeem shares through ABI or financial intermediaries.
The repurchase price will be the NAV next determined after the ABI receives the
request (less the CDSC, if any, with respect to the Class A, Class B and Class C
shares), except that requests placed through financial intermediaries before the
close of regular trading on the Exchange on any day will be executed at the NAV
determined as of the close of regular trading on that day if received by ABI
prior to its close of business on that day (normally 5:00 p.m., Eastern time).
The financial intermediary is responsible for transmitting the request to ABI by
5:00 p.m., Eastern time, (certain financial intermediaries may enter into
operating agreements permitting them to transmit purchase information that was
received prior to the close of business to ABI after 5:00 p.m., Eastern time,
and receive that day's NAV). If the financial intermediary fails to do so, the
shareholder's right to receive that day's closing price must be settled between
the shareholder and that financial intermediary. A shareholder may offer shares
of the Fund to ABI either directly or through a financial intermediary. Neither
the Funds nor ABI charge a fee or commission in connection with the redemption
of shares (except for the CDSC, if any, with respect to Class A, Class B and
Class C shares). Normally, if shares of a Fund are offered through a financial
intermediary, the redemption is settled by the shareholder as an ordinary
transaction with or through that financial intermediary, who may charge the
shareholder for this service. The redemption of shares of a Fund as described
above with respect to financial intermediaries is a voluntary service of the
Funds and a Fund may suspend or terminate this practice at any time.

General
-------

            Each Fund reserves the right to close out an account that has
remained below $1,000 for 90 days. No CDSC will be deducted from the proceeds of
this redemption. In the case of a redemption or repurchase of shares of a Fund
recently purchased by check, redemption proceeds will not be made available
until the relevant Fund is reasonably assured that the check has cleared,
normally up to 15 calendar days following the purchase date.

--------------------------------------------------------------------------------

                              SHAREHOLDER SERVICES

--------------------------------------------------------------------------------

            The following information supplements that set forth in your
Prospectus under the heading "Investing in the Funds". The shareholder services
set forth below are applicable to all classes of shares unless otherwise
indicated. If you are an Advisor Class shareholder through an account
established under a fee-based program or a shareholder in a group retirement
plan, your fee-based program or retirement plan may impose requirements with
respect to the purchase, sale or exchange of shares of the Fund that are
different from those described herein.

Automatic Investment Program
----------------------------

            Investors may purchase shares of a Fund through an automatic
investment program utilizing electronic funds transfer drawn on the investor's
own bank account. Under such a program, pre-authorized monthly drafts for a
fixed amount are used to purchase shares through the financial intermediary
designated by the investor at the public offering price next determined after
ABI receives the proceeds from the investor's bank. The monthly drafts must be
in minimum amounts of either $50 or $200, depending on the investor's initial
purchase. If an investor makes an initial purchase of at least $2,500, the
minimum monthly amount for pre-authorized drafts is $50. If an investor makes an
initial purchase of less than $2,500, the minimum monthly amount for
pre-authorized drafts is $200 and the investor must commit to a monthly
investment of at least $200 until the investor's account balance is $2,500 or
more. In electronic form, drafts can be made on or about a date each month
selected by the shareholder. Investors wishing to establish an automatic
investment program in connection with their initial investment should complete
the appropriate portion of the Mutual Fund Application. As of January 31, 2009,
the Automatic Investment Program is available for purchase of Class B shares
only if a shareholder was enrolled in the Program prior to January 31, 2009.
Current shareholders should contact ABIS at the address or telephone numbers
shown on the cover of this SAI to establish an automatic investment program.

            Shareholders committed to monthly investments of $25 or more through
the Automatic Investment Program by October 15, 2004 are able to continue their
program despite the $50 monthly minimum.

Exchange Privilege
------------------

            You may exchange your investment in a Fund for shares of the same
class of other AllianceBernstein Mutual Funds (including AllianceBernstein
Exchange Reserves, a money market fund managed by the Adviser) if the other
AllianceBernstein Mutual Fund in which you wish to invest offers shares of the
same class. In addition, (i) present officers and full-time employees of the
Adviser, (ii) present Directors or Trustees of any AllianceBernstein Mutual
Fund, (iii) certain employee benefit plans for employees of the Adviser, ABI,
ABIS and their affiliates and (iv) certain persons participating in a fee-based
program, sponsored and maintained by a registered broker-dealer or other
financial intermediary and approved by ABI, under which such persons pay an
asset-based fee for service in the nature of investment advisory or
administrative services may, on a tax-free basis, exchange Class A or Class C
shares of the Fund for Advisor Class shares of the Fund or Class C shares of the
Fund for Class A shares of the Fund. Exchanges of shares are made at the NAV
next determined and without sales or service charges. Exchanges may be made by
telephone or written request. In order to receive a day's NAV, ABIS must receive
and confirm a telephone exchange request by 4:00 p.m., Eastern time on that day.

            Shares will continue to age without regard to exchanges for purposes
of determining the CDSC, if any, upon redemption and, in the case of Class B
shares of a Fund, for the purpose of conversion to Class A shares of that Fund.
After an exchange, your Class B shares will automatically convert to Class A
shares in accordance with the conversion schedule applicable to the Class B
shares of the AllianceBernstein Mutual Fund you originally purchased for cash
("original shares"). When redemption occurs, the CDSC applicable to the original
shares is applied.

            Please read carefully the prospectus of the AllianceBernstein Mutual
Fund into which you are exchanging before submitting the request. Call ABIS at
(800) 221-5672 to exchange uncertificated shares. Except with respect to
exchanges of Class A or Class C shares of a Fund for Advisor Class shares or
Class C shares for Class A shares of the same Fund, exchanges of shares as
described above in this section are taxable transactions for federal income tax
purposes. The exchange service may be modified, restricted, or terminated on 60
days' written notice.

            All exchanges are subject to the minimum investment requirements and
any other applicable terms set forth in the prospectus for the AllianceBernstein
Mutual Fund whose shares are being acquired. An exchange is effected through the
redemption of the shares tendered for exchange and the purchase of shares being
acquired at their respective NAVs as next determined following receipt by the
AllianceBernstein Mutual Fund whose shares are being exchanged of (i) proper
instructions and all necessary supporting documents as described in such fund's
prospectus, or (ii) a telephone request for such exchange in accordance with the
procedures set forth in the following paragraph. Exchanges involving the
redemption of shares recently purchased by check will be permitted only after
the AllianceBernstein Mutual Fund whose shares have been tendered for exchange
is reasonably assured that the check has cleared, normally up to 15 calendar
days following the purchase date. Exchanges of shares of AllianceBernstein
Mutual Funds will generally result in the realization of a capital gain or loss
for federal income tax purposes.

            Each Fund shareholder and the shareholder's financial intermediary
are authorized to make telephone requests for exchanges unless ABIS receives
written instruction to the contrary from the shareholder, or the shareholder
declines the privilege by checking the appropriate box on the Mutual Fund
Application. Such telephone requests cannot be accepted with respect to shares
then represented by share certificates. Shares acquired pursuant to a telephone
request for exchange will be held under the same account registration as the
shares redeemed through such exchange.

            Eligible shareholders desiring to make an exchange should telephone
ABIS with their account number and other details of the exchange at (800)
221-5672 before 4:00 p.m., Eastern time, on the Fund business day as defined
above. Telephone requests for exchange received before 4:00 p.m., Eastern time,
on the Fund business day will be processed as of the close of business on that
day. During periods of drastic economic, market or other developments, such as
the terrorist attacks on September 11, 2001, it is possible that shareholders
would have difficulty in reaching ABIS by telephone (although no such difficulty
was apparent at any time in connection with the attacks). If a shareholder were
to experience such difficulty, the shareholder should issue written instructions
to ABIS at the address shown on the cover of this SAI.

            A shareholder may elect to initiate a monthly "Auto Exchange"
whereby a specified dollar amount's worth of his or her Fund shares (minimum
$25) is automatically exchanged for shares of another AllianceBernstein Mutual
Fund.

            None of the AllianceBernstein Mutual Funds, the Adviser, ABI or ABIS
will be responsible for the authenticity of telephone requests for exchanges
that the Fund reasonably believes to be genuine. The Fund will employ reasonable
procedures in order to verify that telephone requests for exchanges are genuine,
including, among others, recording such telephone instructions and causing
written confirmations of the resulting transactions to be sent to shareholders.
If the Fund did not employ such procedures, it could be liable for losses
arising from unauthorized or fraudulent telephone instructions. Financial
intermediaries may charge a commission for handling telephone requests for
exchanges.

            The exchange privilege is available only in states where shares of
the AllianceBernstein Mutual Funds being acquired may legally be sold. Each
AllianceBernstein Mutual Fund reserves the right, at any time on 60 days' notice
to its shareholders, to reject any order to acquire its shares through exchange
or otherwise to modify, restrict or terminate the exchange privilege.

Statements and Reports
----------------------

            Each shareholder receives semi-annual and annual reports which
include a portfolio of investments, financial statements and, in the case of the
annual report, the report of the Funds' independent registered public accounting
firm, Ernst & Young LLP, as well as a confirmation of each purchase and
redemption. By contacting his or her financial intermediary or ABIS, a
shareholder can arrange for copies of his or her account statements to be sent
to another person.

--------------------------------------------------------------------------------

                                NET ASSET VALUE

--------------------------------------------------------------------------------

            The NAV of each Fund is computed at the next close of regular
trading on the Exchange (ordinarily 4:00 p.m., Eastern time) following receipt
of a purchase or redemption order by the Fund on each Fund business day on which
such an order is received and on such other days as the Board deems appropriate
or necessary in order to comply with Rule 22c-1 under the 1940 Act. The Fund's
per share NAV is calculated by dividing the value of the Fund's total assets,
less its liabilities, by the total number of its shares then outstanding. A Fund
business day is any weekday on which the Exchange is open for trading.

            Portfolio securities are valued at current market value or at fair
value as determined in accordance with applicable rules under the 1940 Act and
the Fund's pricing policies and procedures (the "Pricing Policies") established
by and under the general supervision of the Boards. The Boards have delegated to
the Adviser, subject to the Boards' continuing oversight, certain of its duties
with respect to the Pricing Policies.

            Whenever possible, securities are valued based on market information
on the business day as of which the value is being determined as follows:

            (a) a security listed on the Exchange, or on another national or
foreign exchange (other than securities listed on the NASDAQ Stock Exchange
("NASDAQ")), is valued at the last sale price reflected on the consolidated tape
at the close of the exchange. If there has been no sale on the relevant business
day, the security is valued at the last traded price from the previous day. On
the following day, the security is valued in good faith at fair value by, or in
accordance with procedures approved by, the Board;

            (b) a security traded on NASDAQ is valued at the NASDAQ Official
Closing Price;

            (c) a security traded on more than one exchange is valued in
accordance with paragraph (a) above by reference to the principal exchange on
which securities are traded;

            (d) a listed or OTC put or call option is valued at the mid level
between the current bid and asked prices (for options or futures contracts, see
item (e)). If neither a current bid or a current ask price is available, the
Adviser will have discretion to determine the best valuation (e.g., last trade
price) and then bring the issue to the Board's Valuation Committee the next day;

            (e) an open futures contract and any option thereon is valued at 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 relevant business
day, the security is valued at the last available closing settlement price;

            (f) a right is valued at the last traded price provided by approved
pricing services;

            (g) a warrant is valued at the last traded price provided by
approved pricing services. If the last traded price is not available, the bid
price will be used. Once a warrant passes maturity, it will no longer be valued;

            (h) a U.S. Government security and any other debt instrument having
60 days or less remaining until maturity generally is valued at amortized cost
if its original maturity was 60 days or less, or by amortizing its fair value as
of the 61st day prior to maturity if the original term to maturity exceeded 60
days, unless in either case the Adviser determines that this method does not
represent fair value;

            (i) a fixed-income security is typically valued on the basis of bid
prices provided by a pricing service when the Adviser believes that such prices
reflect the fair market value of the security. In certain markets, the market
convention may be to use the mid price between bid and offer. Fixed-income
securities may be valued on the basis of mid prices when the pricing service
normally provides mid prices, reflecting the conventions of the particular
markets. The prices provided by a pricing service may take into account many
factors, including institutional size trading in similar groups of securities
and any developments related to specific securities. If the Adviser determines
that an appropriate pricing service does not exist for a security in a market
that typically values such securities on the basis of a bid price or prices for
a security are not available from a pricing source, the security is valued on
the basis of a quoted bid price or spread over the applicable yield curve (a bid
spread) by a broker/dealer in such security. The second highest price will be
utilized whenever two or more quoted bid prices are obtained. If an appropriate
pricing service does not exist for a security in a market where convention is to
use the mid price, the security is valued on the basis of a quoted mid price by
a broker-dealer in such security. The second highest price will be utilized
whenever two or more quoted mid prices are obtained;

            (j) a mortgage-backed or asset-backed security is valued on the
basis of bid prices obtained from pricing services or bid prices obtained from
multiple major broker-dealers in the security when the Adviser believes that
these prices reflect the market value of the security. In cases in which
broker-dealer quotes are obtained, the Adviser has procedures for using changes
in market yields or spreads to adjust, on a daily basis, a recently obtained
quoted bid price on a security. The second highest price will be utilized
whenever two or more quoted bid prices are obtained;

            (k) bank loans are valued on the basis of bid prices provided by a
pricing service;

            (l) bridge loans are valued at par, unless it is determined by the
Valuation Committee that any particular bridge loan should be valued at
something other than par. This may occur from a significant change in the high
yield market and/or a significant change in the states of any particular issuer
or issuers of bridge loans;

            (m) residential and commercial mortgage whose loans and whose loan
pools are fair market priced by a pricing service;

            (n) forward and spot currency pricing is provided by pricing
services;

            (o) a swap is valued by the Adviser utilizing various external
sources to obtain inputs for variables in pricing models;

            (p) interest rate caps and floors are valued at the latest present
value of the terms of the agreement, which is provided by a pricing service; and

            (q) open-end mutual funds are valued at the closing NAV per share
and closed-end funds and ETFs are valued at the closing market price per share.

            Each Fund values its securities at their current market value
determined on the basis of market quotations as set forth above or, if market
quotations are not readily available or are unreliable, at "fair value" as
determined in accordance with procedures established by and under the general
supervision of the Fund's Board. When a Fund uses fair value pricing, it may
take into account any factors it deems appropriate. The Fund may determine fair
value based upon developments related to a specific security, current valuations
of foreign stock indices (as reflected in U.S. futures markets) and/or U.S.
sector or broader stock market indices. The prices of securities used by the
Fund to calculate its NAV may differ from quoted or published prices for the
same securities. Fair value pricing involves subjective judgments and it is
possible that the fair value determined for a security is materially different
than the value that could be realized upon the sale of that security.

            Each Fund expects to use fair value pricing for securities primarily
traded on U.S. exchanges only under very limited circumstances, such as the
early closing of the exchange on which a security is traded or suspension of
trading in the security. A Fund may use fair value pricing more frequently for
securities primarily traded in non-U.S. markets because, among other things,
most foreign markets close well before the Fund values its securities at 4:00
p.m., Eastern time. The earlier close of these foreign markets gives rise to the
possibility that significant events, including broad market moves, may have
occurred in the interim. For example, the Fund believes that foreign security
values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Fund may frequently value many of
its foreign equity securities using fair value prices based on third party
vendor modeling tools to the extent available.

            Subject to their oversight, the Boards have delegated responsibility
for valuing the Fund's assets to the Adviser. The Adviser has established a
Valuation Committee, which operates under the policies and procedures approved
by the Board, to value the Fund's assets on behalf of the Fund. The Valuation
Committee values Fund assets as described above.

            Each Fund's Board may suspend the determination of its NAV (and the
offering and sale of shares), subject to the rules of the SEC and other
governmental rules and regulations, at a time when: (1) the Exchange is closed,
other than customary weekend and holiday closings, (2) an emergency exists as a
result of which it is not reasonably practicable for the Fund to dispose of
securities owned by it or to determine fairly the value of its net assets, or
(3) for the protection of shareholders, the SEC by order permits a suspension of
the right of redemption or a postponement of the date of payment on redemption.

            For purposes of determining the Fund's NAV per share, all assets and
liabilities initially expressed in a foreign currency will be converted into
U.S. Dollars at the mean of the current bid and asked prices of such currency
against the U.S. Dollar last quoted by a major bank that is a regular
participant in the relevant foreign exchange market or on the basis of a pricing
service that takes into account the quotes provided by a number of such major
banks. If such quotations are not available as of the close of the Exchange, the
rate of exchange will be determined in good faith by, or under the direction of,
the Board.

            The assets attributable to the Class A shares, Class B shares, Class
C shares, Class R shares, Class K shares, Class I shares and Advisor Class
shares will be invested together in a single portfolio for each Fund. The NAV of
each class will be determined separately by subtracting the liabilities
allocated to that class from the assets belonging to that class in conformance
with the provisions of a plan adopted by the Fund in accordance with Rule 18f-3
under the 1940 Act.


--------------------------------------------------------------------------------

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

--------------------------------------------------------------------------------

            Dividends paid by the Funds, if any, with respect to Class A, Class
B, Class C, Class R, Class K, Class I and Advisor Class shares will be
calculated in the same manner at the same time on the same day and will be in
the same amount, except that the higher distribution services fee applicable to
Class B and C shares, and any incremental transfer agency costs relating to
Class B and Class C shares, will be borne exclusively by the class to which they
relate.

            The following summary addresses only the principal United States
federal income tax considerations pertinent to the Funds and to shareholders of
the Funds. This summary does not address the United States federal income tax
consequences of owning shares to all categories of investors, some of which may
be subject to special rules. This summary is based upon the advice of counsel
for the Funds and upon current law and interpretations thereof. No confirmation
has been obtained from the relevant tax authorities. There is no assurance that
the applicable laws and interpretations will not change.

            In view of the individual nature of tax consequences, each
shareholder is advised to consult the shareholder's own tax adviser with respect
to the specific tax consequences of being a shareholder of the Fund, including
the effect and applicability of federal, state, local, foreign and other tax
laws and the effects of changes therein.

United States Federal Income Taxation of Dividends and Distributions

--------------------------------------------------------------------------------

General
-------

            Each Fund intends for each taxable year to qualify to be taxed as a
"regulated investment company" under the Code. To so qualify, a Fund must, among
other things, (i) derive at least 90% of its gross income in each taxable year
from dividends, interest, payments with respect to securities loans, gains from
the sale or other disposition of stock, securities or foreign currency, certain
other income (including, but not limited to, gains from options, futures or
forward contracts) derived with respect to its business of investing in stock,
securities or currency or net income derived from interests in certain qualified
publicly traded partnerships; and (ii) diversify its holdings so that, at the
end of each quarter of its taxable year, the following two conditions are met:
(a) at least 50% of the value of the Fund's assets is represented by cash, cash
items, U.S. Government securities, securities of other regulated investment
companies and other securities with respect to which the Fund's investment is
limited, in respect of any one issuer, to an amount not greater than 5% of the
value of the Fund's assets and to not more than 10% of the outstanding voting
securities of such issuer; and (b) not more than 25% of the value of the Fund's
assets is invested in (i) securities of any one issuer (other than U.S.
Government securities or securities of other regulated investment companies),
(ii) securities (other than securities of other regulated investment companies)
of any two or more issuers which the Fund controls and which are engaged in the
same or similar trades or businesses or related trades or businesses, or (iii)
securities of one or more qualified publicly traded partnerships.

            If a Fund qualifies as a regulated investment company for any
taxable year and makes timely distributions to its shareholders of 90% or more
of its investment company taxable income for that year (calculated without
regard to its net capital gain, i.e., the excess of its net long-term capital
gain over its net short-term capital loss) it will not be subject to federal
income tax on the portion of its taxable income for the year (including any net
capital gain) that it distributes to shareholders.

            Each Fund will also avoid the 4% federal excise tax that would
otherwise apply to certain undistributed income for a given calendar year if it
makes timely distributions to the shareholders equal to at least the sum of (i)
98.2% of its ordinary income for that year, (ii) 98% of its capital gain net
income and foreign currency gains for the twelve-month period ending on October
31 of that year or later, if the Fund is permitted to so elect and so elects,
and (iii) any ordinary income or capital gain net income from the preceding
calendar year that was not distributed during such year. For this purpose,
income or gain retained by the Fund that is subject to corporate income tax will
be considered to have been distributed by the Fund during such year. For federal
income and excise tax purposes, dividends declared and payable to shareholders
of record as of a date in October, November or December of a given year but
actually paid during the immediately following January will be treated as if
paid by the Fund on December 31 of such earlier calendar year, and will be
taxable to these shareholders in the year declared, and not in the year in which
the shareholders actually receive the dividend.

            The information set forth in the Prospectus and the following
discussion relate solely to the significant United States federal income taxes
on dividends and distributions by a Fund and assume that the Fund qualifies to
be taxed as a regulated investment company. An investor should consult his or
her own tax advisor with respect to the specific tax consequences of being a
shareholder in a Fund, including the effect and applicability of federal, state,
local and foreign tax laws to his or her own particular situation and the
possible effects of changes therein.

Dividends and Distributions
---------------------------

            Each Fund intends to make timely distributions of the Fund's taxable
income (including any net capital gain) so that the Fund will not be subject to
federal income and excise taxes. Dividends of the Fund's net ordinary income and
distributions of any net realized short-term capital gain are taxable to
shareholders as ordinary income. The investment objective of the Fund is such
that only a small portion, if any, of the Fund's distributions is expected to
qualify for the dividends-received deduction for corporate shareholders.

            Some or all of the distributions from the Fund may be treated as
"qualified dividend income", taxable to individuals, trusts and estates at a
maximum rate of 15% (5% for individuals, trusts and estates in lower tax
brackets) for taxable years beginning on or before December 31, 2012. A
distribution from the Fund will be treated as qualified dividend income to the
extent that it is comprised of dividend income received by the Fund from taxable
domestic corporations and certain qualified foreign corporations, and provided
that the Fund meets certain holding period and other requirements with respect
to the security with respect to which the dividend is paid. In addition, the
shareholder must meet certain holding period requirements with respect to the
shares of the Fund in order to take advantage of this preferential tax rate. To
the extent distributions from the Fund are attributable to other sources, such
as taxable interest or short-term capital gains, dividends paid by the Fund will
not be eligible for the lower rates. The Fund will notify shareholders as to how
much of the Fund's distributions, if any, would qualify for the reduced tax
rate, assuming that the shareholder also satisfies the holding period
requirements.

            Distributions of net capital gain are taxable as long-term capital
gain, regardless of how long a shareholder has held shares in the Funds. Any
dividend or distribution received by a shareholder on shares of a Fund will have
the effect of reducing the NAV of such shares by the amount of such dividend or
distribution. Furthermore, a dividend or distribution made shortly after the
purchase of such shares by a shareholder, although in effect a return of capital
to that particular shareholder, would be taxable to him or her as described
above. Dividends are taxable in the manner discussed regardless of whether they
are paid to the shareholder in cash or are reinvested in additional shares of a
Fund.

            After the end of the calendar year, a Fund will notify shareholders
of the federal income tax status of any distributions made by the Fund to
shareholders during such year.

            Sales and Redemptions. Any gain or loss arising from a sale or
redemption of Fund shares generally will be capital gain or loss if a Fund
shares are held as a capital asset, and will be long-term capital gain or loss
if the shareholder has held such shares for more than one year at the time of
the sale or redemption; otherwise it will be short-term capital gain or loss. If
a shareholder has held shares in the Fund for six months or less and during that
period has received a distribution of net capital gain, any loss recognized by
the shareholder on the sale of those shares during the six-month period will be
treated as a long-term capital loss to the extent of the distribution. In
determining the holding period of such shares for this purpose, any period
during which a shareholder's risk of loss is offset by means of options, short
sales or similar transactions is not counted.

            Any loss realized by a shareholder on a sale or exchange of shares
of a Fund will be disallowed to the extent the shares disposed of are reacquired
within a period of 61 days beginning 30 days before and ending 30 days after the
shares are sold or exchanged. For this purpose, acquisitions pursuant to the
Dividend Reinvestment Plan would constitute a reacquisition if made within the
period. If a loss is disallowed, then such loss will be reflected in an upward
adjustment to the basis of the shares acquired.

            Cost Basis Reporting. As part of the Energy Improvement and
Extension Act of 2008, mutual funds are required to report to the Internal
Revenue Service the "cost basis" of shares acquired by a shareholder on or after
January 1, 2012 ("covered shares") and subsequently redeemed. These requirements
do not apply to investments through a tax-deferred arrangement, such as a 401(k)
plan or an individual retirement plan. The "cost basis" of a share is generally
its purchase price adjusted for dividends, return of capital, and other
corporate actions. Cost basis is used to determine whether a sale of the shares
results in a gain or loss. The amount of gain or loss recognized by a
shareholder on the sale or redemption of shares is generally the difference
between the cost basis of such shares and their sale price. If you redeem
covered shares during any year, then the Funds will report the cost basis of
such covered shares to the Internal Revenue Service (the "IRS") and you on Form
1099-B along with the gross proceeds received on the redemption, the gain or
loss realized on such redemption and the holding period of the redeemed shares.

            Your cost basis in your covered shares is permitted to be calculated
using any one of three alternative methods: Average Cost, First In-First Out
(FIFO) and Specific Share Identification. You may elect which method you want to
use by notifying the Funds. This election may be revoked or changed by you at
any time up to the date of your first redemption of covered shares. If you do
not affirmatively elect a cost basis method then a Fund's default cost basis
calculation method, which is currently the Average Cost method - will be applied
to your account(s). The default method will also be applied to all new accounts
established unless otherwise requested.

            If you hold Fund shares through a broker (or another nominee),
please contact that broker (nominee) with respect to the reporting of cost basis
and available elections for your account.

            You are encouraged to consult your tax advisor regarding the
application of the new cost basis reporting rules and, in particular, which cost
basis calculation method you should elect.

            Qualified Plans. A dividend or capital gains distribution with
respect to shares of a Fund held by a tax-deferred or qualified plan, such as an
individual retirement account, section 403(b)(7) retirement plan or corporate
pension or profit-sharing plan, generally will not be taxable to the plan.
Distributions from such plans will be taxable to individual participants under
applicable tax rules without regard to the character of the income earned by the
qualified plan.

            Backup Withholding. Any distributions and redemption proceeds
payable to a shareholder may be subject to "backup withholding" tax if such
shareholder fails to provide the Fund with his or her correct taxpayer
identification number, fails to make required certifications, or is notified by
the IRS that he or she is subject to backup withholding. Corporate shareholders
and certain other shareholders specified in the Code are exempt from such backup
withholding. Backup withholding is not an additional tax; any amounts so
withheld may be credited against a shareholder's U.S. federal income tax
liability or refunded by filing a refund claim with the IRS, provided that the
required information is furnished to the IRS.

            The backup withholding tax rate will be 28% for amounts paid through
December 31, 2012. The backup withholding rate will be 31% for amounts paid
after December 31, 2012.

            Foreign Income Taxes. Investment income received by a Fund from
sources within foreign countries may be subject to foreign income taxes,
including taxes withheld at the source. The United States has entered into tax
treaties with many foreign countries which entitle a Fund to a reduced rate of
such taxes or exemption from taxes on such income. It is impossible to determine
the effective rate of foreign tax in advance since the amount of a Fund's assets
to be invested within various countries is not known.

            If more than 50% of the value of a Fund's total assets at the close
of its taxable year consists of the stock or securities of foreign corporations,
the Fund may elect to "pass through" to the Fund's shareholders the amount of
foreign income taxes paid by the Fund. Pursuant to such election, shareholders
would be required: (i) to include in gross income (in addition to taxable
dividends actually received), their respective pro-rata shares of foreign taxes
paid by the Fund; (ii) treat their pro rata share of such foreign taxes as
having been paid by them; and (iii) either to deduct their pro rata share of
foreign taxes in computing their taxable income, or to use it as a foreign tax
credit against federal income taxes (but not both). No deduction for foreign
taxes could be claimed by a shareholder who does not itemize deductions. In
addition, certain shareholders may be subject to rules which limit their ability
to fully deduct, or claim a credit for, their pro rata share of the foreign
taxes paid by a Fund. A shareholder's foreign tax credit with respect to a
dividend received from a Fund will be disallowed unless the shareholder holds
shares in the Fund on the ex-dividend date and for at least 15 other days during
the 30-day period beginning 15 days prior to the ex-dividend date.

            Each shareholder will be notified within 60 days after the close of
each taxable year of a Fund whether the foreign taxes paid by the Fund will
"pass through" for that year, and, if so, the amount of each shareholder's
pro-rata share (by country) of (i) the foreign taxes paid, and (ii) the Fund's
gross income from foreign sources. Shareholders who are not liable for federal
income taxes, such as retirement plans qualified under section 401 of the Code,
will not be affected by any such "pass through" of foreign taxes.

            The federal income tax status of each year's distributions by a Fund
will be reported to shareholders and to the IRS. The foregoing is only a general
description of the treatment of foreign taxes under the United States federal
income tax laws. Because the availability of a foreign tax credit or deduction
will depend on the particular circumstances of each shareholder, potential
investors are advised to consult their own tax advisers.

United States Federal Income Taxation of the Funds
--------------------------------------------------

            The following discussion relates to certain significant United
States federal income tax consequences to a Fund with respect to the
determination of its "investment company taxable income" each year. This
discussion assumes that a Fund will be taxed as a regulated investment company
for each of its taxable years.

            Passive Foreign Investment Companies. If a Fund owns shares in a
foreign corporation that constitutes a "passive foreign investment company" (a
"PFIC") for federal income tax purposes and the Fund does not elect or is unable
to elect to either treat such foreign corporation as a "qualified electing fund"
within the meaning of the Code or "mark-to-market" the stock of such foreign
corporation, the Fund may be subject to United States federal income taxation on
a portion of any "excess distribution" it receives from the PFIC or any gain it
derives from the disposition of such shares, even if such income is distributed
as a taxable dividend by the Fund to its shareholders. A Fund may also be
subject to additional interest charges in respect of deferred taxes arising from
such distributions or gains. Any tax paid by a Fund as a result of its ownership
of shares in a PFIC will not give rise to a deduction or credit to the Fund or
to any shareholder. A foreign corporation will be treated as a PFIC if, for the
taxable year involved, either (i) such foreign corporation derives at least 75%
of its gross income from "passive income" (including, but not limited to,
interest, dividends, royalties, rents and annuities), or (ii) on average, at
least 50% of the value (or adjusted tax basis, if elected) of the assets held by
the corporation produce or are held for the production of "passive income". In
some cases, a Fund may be able to elect to "mark-to-market" stock in a PFIC. If
a Fund makes such an election, the Fund would include in its taxable income each
year an amount equal to the excess, if any, of the fair market value of the PFIC
stock as of the close of the taxable year over the Fund's adjusted basis in the
PFIC stock. A Fund would be allowed a deduction for the excess, if any, of the
adjusted basis of the PFIC stock over the fair market value of the PFIC stock as
of the close of the taxable year, but only to the extent of any net
mark-to-market gains included in the Fund's taxable income for prior taxable
years. A Fund's adjusted basis in the PFIC stock would be adjusted to reflect
the amounts included in, or deducted from, income under this election. Amounts
included in income pursuant to this election, as well as gain realized on the
sale or other disposition of the PFIC stock, would be treated as ordinary
income. The deductible portion of any mark-to-market loss, as well as loss
realized on the sale or other disposition of the PFIC stock to the extent that
such loss does not exceed the net mark-to-market gains previously included by
the Fund, would be treated as ordinary loss. A Fund generally would not be
subject to the deferred tax and interest charge provisions discussed above with
respect to PFIC stock for which a mark-to-market election has been made. If the
Fund purchases shares in a PFIC and the Fund elects to treat the foreign
corporation as a "qualified electing fund" under the Code, the Fund may be
required to include in its income each year a portion of the ordinary income and
net capital gains of such foreign corporation, even if this income is not
distributed to the Fund. Any such income would be subject to the 90% and
calendar year distribution requirements described above.

            Options, Futures Contracts, and Forward Foreign Currency Contracts.
Certain listed options, regulated futures contracts, and forward foreign
currency contracts are considered "section 1256 contracts" for federal income
tax purposes. Section 1256 contracts held by a Fund at the end of each taxable
year will be "marked to market" and treated for federal income tax purposes as
though sold for fair market value on the last business day of such taxable year.
Gain or loss realized by a Fund on section 1256 contracts other than forward
foreign currency contracts will be considered 60% long-term and 40% short-term
capital gain or loss. Gain or loss realized by a Fund on forward foreign
currency contracts will be treated as section 988 gain or loss and will
therefore be characterized as ordinary income or loss and will increase or
decrease the amount of the Fund's net investment income available to be
distributed to shareholders as ordinary income, as described above. The Fund can
elect to exempt its section 1256 contracts which are part of a "mixed straddle"
(as described below) from the application of section 1256.

            Gain or loss realized by a Fund on the lapse or sale of put and call
options on foreign currencies which are traded over-the-counter or on certain
foreign exchanges will be treated as section 988 gain or loss and will therefore
be characterized as ordinary income or loss and will increase or decrease the
amount of the Fund's net investment income available to be distributed to
shareholders as ordinary income, as described above. The amount of such gain or
loss shall be determined by subtracting the amount paid, if any, for or with
respect to the option (including any amount paid by the Fund upon termination of
an option written by the Fund) from the amount received, if any, for or with
respect to the option (including any amount received by the Fund upon
termination of an option held by the Fund). In general, if a Fund exercises such
an option on a foreign currency, or if such an option that a Fund has written is
exercised, gain or loss on the option will be recognized in the same manner as
if the Fund had sold the option (or paid another person to assume the Fund's
obligation to make delivery under the option) on the date on which the option is
exercised, for the fair market value of the option. The foregoing rules will
also apply to other put and call options which have as their underlying property
foreign currency and which are traded over-the-counter or on certain foreign
exchanges to the extent gain or loss with respect to such options is
attributable to fluctuations in foreign currency exchange rates.

            Tax Straddles. Any option, futures contract or other position
entered into or held by a Fund in conjunction with any other position held by
the Fund may constitute a "straddle" for federal income tax purposes. A straddle
of which at least one, but not all, the positions are section 1256 contracts may
constitute a "mixed straddle." In general, straddles are subject to certain
rules that may affect the character and timing of the Fund's gains and losses
with respect to straddle positions by requiring, among other things, that (i)
loss realized on disposition of one position of a straddle not be recognized to
the extent that the Fund has unrealized gains with respect to the other position
in such straddle; (ii) the Fund's holding period in straddle positions be
suspended while the straddle exists (possibly resulting in gain being treated as
short-term capital gain rather than long-term capital gain); (iii) losses
recognized with respect to certain straddle positions which are part of a mixed
straddle and which are non-section 1256 positions be treated as 60% long-term
and 40% short-term capital loss; (iv) losses recognized with respect to certain
straddle positions which would otherwise constitute short-term capital losses be
treated as long-term capital losses; and (v) the deduction of interest and
carrying charges attributable to certain straddle positions may be deferred.
Various elections are available to the Fund which may mitigate the effects of
the straddle rules, particularly with respect to mixed straddles. In general,
the straddle rules described above do not apply to any straddles held by the
Fund, all of the offsetting positions of which consist of section 1256
contracts.

            Currency Fluctuations -- "Section 988" Gains or Losses. Under the
Code, gains or losses attributable to fluctuations in exchange rates which occur
between the time a Fund accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities are treated as
ordinary income or ordinary loss. Similarly, gains or losses from the
disposition of foreign currencies, from the disposition of debt securities
denominated in a foreign currency, or from the disposition of a forward contract
denominated in a foreign currency which are attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the asset and
the date of disposition also are treated as ordinary income or loss. These gains
or losses, referred to under the Code as "section 988" gains or losses, increase
or decrease the amount of a Fund's investment company taxable income available
to be distributed to its shareholders as ordinary income, rather than increasing
or decreasing the amount of the Fund's net capital gain. Because section 988
losses reduce the amount of ordinary dividends a Fund will be allowed to
distribute for a taxable year, such section 988 losses may result in all or a
portion of prior dividend distributions for such year being recharacterized as a
non-taxable return of capital to shareholders, rather than as an ordinary
dividend, reducing each shareholder's basis in his or her Fund shares. To the
extent that such distributions exceed such shareholder's basis, each will be
treated as a gain from the sale of shares.

Other Taxes
-----------

            The Funds may be subject to other state and local taxes.

Taxation of Foreign Stockholders
--------------------------------

            Taxation of a shareholder who, under the Code, is a nonresident
alien individual, foreign trust or estate, foreign corporation or foreign
partnership ("foreign shareholder"), depends on whether the income from the Fund
is "effectively connected" with a U.S. trade or business carried on by the
foreign shareholder.

            If the income from a Fund is not effectively connected with the
foreign shareholder's U.S. trade or business, then, except as discussed below,
distributions of the Fund attributable to ordinary income and short-term capital
gain paid to a foreign shareholder by the Fund will be subject to U.S.
withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount
of the distribution. However, distributions of a Fund attributable to short-term
capital gains and U.S. source portfolio interest income paid during taxable
years of the Fund beginning before January 1, 2012 will not be subject to this
withholding tax if so designated.

            A foreign shareholder generally would be exempt from Federal income
tax on distributions of a Fund attributable to net long-term capital gain and on
gain realized from the sale or redemption of shares of the Fund. Special rules
apply in the case of a shareholder that is a foreign trust or foreign
partnership.

            If the income from a Fund is effectively connected with a foreign
shareholder's U.S. trade or business, then ordinary income distributions,
capital gain distributions, and any gain realized upon the sale of shares of the
Fund will be subject to Federal income tax at the rates applicable to U.S.
citizens or U.S. corporations.

            The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein.

            The tax rules of other countries with respect to an investment in a
Fund can differ from the Federal income taxation rules described above. These
foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisors as to the consequences of foreign tax rules with
respect to an investment in the Fund.

--------------------------------------------------------------------------------

                             PORTFOLIO TRANSACTIONS

--------------------------------------------------------------------------------

            Subject to the general oversight of the Directors, the Adviser is
responsible for the investment decisions and the placing of orders for portfolio
transactions of the Funds. The Adviser determines the broker or dealer to be
used in each specific transaction with the objective of negotiating a
combination of the most favorable commission (for transactions on which a
commission is payable) and the best price obtainable on each transaction
(generally defined as "best execution"). In connection with seeking best price
and execution, a Fund does not consider sales of shares of the Fund or other
investment companies managed by the Adviser as a factor in the selection of
brokers and dealers to effect portfolio transactions and has adopted a policy
and procedures reasonably designed to preclude such consideration.

            When consistent with the objective of obtaining best execution,
brokerage may be directed to persons or firms supplying investment information
to the Adviser. There may be occasions where the transaction cost charged by a
broker may be greater than that which another broker may charge if it is
determined in good faith that the amount of such transaction cost is reasonable
in relation to the value of brokerage, research and statistical services
provided by the executing broker.

            Neither the Funds nor the Adviser has entered into agreements or
understandings with any brokers regarding the placement of securities
transactions because of research services they provide. To the extent that such
persons or firms supply investment information to the Adviser for use in
rendering investment advice to the Funds, such information may be supplied at no
cost to the Adviser and, therefore, may have the effect of reducing the expenses
of the Adviser in rendering advice to the Funds. While it is impracticable to
place an actual dollar value on such investment information, its receipt by the
Adviser probably does not reduce the overall expenses of the Adviser to any
material extent.

            The investment information provided to the Adviser is of the type
described in Section 28(e)(3) of the Securities Exchange Act of 1934 and is
designed to augment the Adviser's own internal research and investment strategy
capabilities. Research services furnished by brokers through which the Fund
effects securities transactions are used by the Adviser in carrying out its
investment management responsibilities with respect to all its client accounts.

            The extent to which commissions that will be charged by
broker-dealers selected by a Fund may reflect an element of value for research
cannot presently be determined. To the extent that research services of value
are provided by broker-dealers with or through whom the Fund places portfolio
transactions, the Adviser may be relieved of expenses which it might otherwise
bear. Research services furnished by broker-dealers as a result of the placement
of portfolio brokerage could be useful and of value to the Adviser in servicing
its other clients as well as the Fund; on the other hand, certain research
services obtained by the Adviser as a result of the placement of portfolio
brokerage of other clients could be useful and of value to it in servicing the
Fund.

            A Fund may deal in some instances in securities that are not listed
on a national securities exchange but are traded in the over-the-counter market.
It may also purchase listed securities through the third market, (i.e., from a
dealer) that is not a member of the exchange on which a security is listed.
Where transactions are executed in the over-the-counter market or third market,
a Fund will seek to deal with the primary market makers; but when necessary in
order to obtain the best price and execution, they will utilize the services of
others. In all cases, a Fund will attempt to negotiate best execution.

            Investment decisions for a Fund are made independently from those
for other investment companies and other advisory accounts managed by the
Adviser. It may happen, on occasion, that the same security is held in the
portfolio of the Fund and one or more of such other companies or accounts.
Simultaneous transactions are likely when several funds or accounts are managed
by the same Adviser, particularly when a security is suitable for the investment
objectives of more than one of such companies or accounts. When two or more
companies or accounts managed by the Adviser are simultaneously engaged in the
purchase or sale of the same security, the transactions are allocated to the
respective companies or accounts both as to amount and price, in accordance with
a method deemed equitable to each company or account. In some cases this system
may adversely affect the price paid or received by the Fund or the size of the
position obtainable for the Fund.

            Allocations are made by the officers of a Fund or of the Adviser.
Purchases and sales of portfolio securities are determined by the Adviser and
are placed with broker-dealers by the order department of the Adviser.

            The Funds' portfolio transactions in equity securities may occur on
foreign stock exchanges. Transactions on stock exchanges involve the payment of
brokerage commissions. On many foreign stock exchanges these commissions are
fixed. Securities traded in foreign over-the-counter markets (including most
fixed-income securities) are purchased from and sold to dealers acting as
principal. Over-the-counter transactions generally do not involve the payment of
a stated commission, but the price usually includes an undisclosed commission or
markup. The prices of underwritten offerings, however, generally include a
stated underwriter's discount. The Adviser expects to effect the bulk of its
transactions in securities of companies based in foreign countries through
brokers, dealers or underwriters located in such countries. U.S. Government or
other U.S. securities constituting permissible investments will be purchased and
sold through U.S. brokers, dealers or underwriters.

            The aggregate brokerage commissions paid by the Funds during the
three most recent fiscal years (or since inception) and, during the most recent
fiscal year (or since inception), the aggregate amount of brokerage transactions
and related commissions allocated to persons or firms supplying research
services to the Funds or the Adviser are as follows:





                                                                                        Aggregate
                                                                 Aggregate              Amount of
                                                                 Brokerage              Brokerage
                                                                 Transactions           Commissions
                                                                 Allocated to           Allocated to
                                                                 Persons or Firms       Persons or Firms
Fiscal Year                                   Amount             Supplying              Supplying
Ended                                         of Aggregate       Research Services      Research Services
July 31/                                      Brokerage          to the Fund or         to the Fund or
June 30        Fund                           Commissions        the Adviser            the Adviser
-------        ----                           ------------       -----------------      -----------------
                                                                                  
2012           Growth Fund                        $768,197             $337,569               44%
2011                                               755,749              402,299               53%
2010                                             1,274,029

2012           Large Cap Growth                 $2,124,628           $1,113,599               52%
2011                                             2,417,817            1,143,997
2010                                             2,012,874

2012           Discovery Growth                 $1,197,449             $438,884               37%
2011                                               856,824              446,823               52%
2010                                               767,975


2012           Small Cap Growth                 $1,244,751             $654,584               53%
2011                                             1,010,126              497,510
2010                                               950,989

2012           U.S. Strategic Research             $45,099(1)           $24,070               53%
2011                                                16,641                6,491               39%
2010                                                   699


2012           Global Thematic Growth           $3,515,266           $1,647,772               47%
2011                                             3,841,603            1,629,274
2010                                             3,205,826

2012           International Growth             $2,004,337(2)          $969,163               48%
2011                                             3,463,914            1,389,080
2010                                             5,164,737

2012           International Discovery Equity      $13,827               $4,487               32%
2011                                                20,098                6,062               30%

2012           International Focus 40               $8,757               $2,591               30%


(1) The aggregate brokerage commissions paid by the Fund increased materially
in 2012 due to an increase in the number of transactions.

(2) The aggregate brokerage commissions paid by the Fund decreased materially in
2012 due to a decrease in the number of transactions.

            A Fund may, from time to time, place orders for the purchase or sale
of securities (including listed call options) with SCB & Co., an affiliate of
the Adviser (the "Affiliated Broker"). In such instances, the placement of
orders with such broker would be consistent with the Fund's objective of
obtaining the best execution and would not be dependent upon the fact that the
Affiliated Broker is an affiliate of the Adviser. With respect to orders placed
with the Affiliated Broker for execution on a national securities exchange,
commissions received must conform to Section 17(e)(2)(A) of the 1940 Act and
Rule 17e-1 thereunder, which permit an affiliated person of a registered
investment company (such as the Funds), or any affiliated person of such person,
to receive a brokerage commission from such registered investment company
provided that such commission is reasonable and fair compared to the commissions
received by other brokers in connection with comparable transactions involving
similar securities during a comparable period of time.

            The aggregate amount of brokerage commissions paid to the Affiliated
Broker during the three most recent fiscal years (or since inception) and,
during the most recent fiscal year (or since inception), the Affiliated Broker's
percentage of aggregate brokerage commissions and the aggregate dollar amount of
brokerage transactions, respectively, are as follows:



Fiscal Year                                   Aggregate           % of Fund's         % of Fund's
Ended                                         Amount              Aggregate           Aggregate Dollar
July 31/                                      of Brokerage        Brokerage           Amount of Brokerage
June 30        Fund                           Commissions         Commissions         Transactions
-------        ----                           ------------        -----------         -------------------
                                                                                
2012           Growth Fund                      $1,978                .26%                   .78%
2011                                             1,318
2010                                             4,248

2012           Large Cap Growth                   $312                .01%                   .03%
2011                                               394
2010                                             1,297

2012           Discovery Growth                 $4,322                .36%                   .40%
2011                                             3,769
2010                                                 0

2012           Small Cap Growth                $11,515                .92%                   .93%
2011                                             3,894
2010                                                 3

2012           U.S. Strategic Research             $82                .18%                   .18%
2011                                               183
2010                                                 0


2012           Global Thematic Growth          $51,707               1.47%                  1.21%
2011                                               811
2010                                             3,436


2012           International Growth            $13,076                .65%                  2.02%
2011                                             6,252
2010                                                 0

2012           International Discovery Equity      $11                .08%                   .24%
2011                                                97

2012           International Focus 40             $111               1.27%                   .46%

Disclosure of Portfolio Holdings
--------------------------------

            Each Fund believes that the ideas of the Adviser's investment staff
should benefit the Fund and its shareholders, and does not want to afford
speculators an opportunity to profit by anticipating Fund trading strategies or
using Fund information for stock picking. However, each Fund also believes that
knowledge of the Fund's portfolio holdings can assist shareholders in monitoring
their investment, making asset allocation decisions, and evaluating portfolio
management techniques.

            The Adviser has adopted, on behalf of each Fund, policies and
procedures relating to disclosure of the Fund's portfolio securities. The
policies and procedures relating to disclosure of a Fund's portfolio securities
are designed to allow disclosure of portfolio holdings information where
necessary to the Fund's operation or useful to the Fund's shareholders without
compromising the integrity or performance of the Fund. Except when there are
legitimate business purposes for selective disclosure and other conditions
(designed to protect the Fund and its shareholders) are met, the Fund does not
provide or permit others to provide information about the Fund's portfolio
holdings on a selective basis.

            Each Fund includes portfolio holdings information as required in
regulatory filings and shareholder reports, discloses portfolio holdings
information as required by federal or state securities laws and may disclose
portfolio holdings information in response to requests by governmental
authorities. In addition, the Adviser may post portfolio holdings information on
the Adviser's website (www.AllianceBernstein.com). The Adviser generally posts
on the website a complete schedule of the Fund's portfolio securities, generally
as of the last day of each calendar month, approximately 30 days after the end
of that month. This posted information generally remains accessible on the
website for three months. For each portfolio security, the posted information
includes its name, the number of shares held by the Fund, the market value of
the Fund's holdings, and the percentage of the Fund's assets represented by the
Fund's holdings. In addition to the schedule of portfolio holdings, the Adviser
may post information about the number of securities the Fund holds, a summary of
the Fund's top ten holdings (including name and the percentage of the Fund's
assets invested in each holding), and a percentage breakdown of the Fund's
investments by country, sector and industry, as applicable approximately 10-15
days after the end of the month. The day after portfolio holdings information is
publicly available on the website, it may be mailed, e-mailed or otherwise
transmitted to any person.

            The Adviser may distribute or authorize the distribution of
information about a Fund's portfolio holdings that is not publicly available, on
the website or otherwise, to the Adviser's employees and affiliates that provide
services to the Fund. In addition, the Adviser may distribute or authorize
distribution of information about the Fund's portfolio holdings that is not
publicly available, on the website or otherwise, to the Fund's service providers
who require access to the information in order to fulfill their contractual
duties relating to the Fund, to facilitate the review of the Fund by rating
agencies, for the purpose of due diligence regarding a merger or acquisition, or
for the purpose of effecting in-kind redemption of securities to facilitate
orderly redemption of portfolio assets and minimal impact on remaining Fund
shareholders. The Adviser does not expect to disclose information about the
Fund's portfolio holdings that is not publicly available to the Fund's
individual or institutional investors or to intermediaries that distribute the
Fund's shares. Information may be disclosed with any frequency and any lag, as
appropriate.

            Before any non-public disclosure of information about a Fund's
portfolio holdings is permitted, however, the Adviser's Chief Compliance Officer
(or his designee) must determine that the Fund has a legitimate business purpose
for providing the portfolio holdings information, that the disclosure is in the
best interests of the Fund's shareholders, and that the recipient agrees or has
a duty to keep the information confidential and agrees not to trade directly or
indirectly based on the information or to use the information to form a specific
recommendation about whether to invest in the Fund or any other security. Under
no circumstances may the Adviser or its affiliates receive any consideration or
compensation for disclosing the information.

            The Adviser has established procedures to ensure that each Fund's
portfolio holdings information is only disclosed in accordance with these
policies. Only the Adviser's Chief Compliance Officer (or his designee) may
approve the disclosure, and then only if he or she and a designated senior
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of the Fund and is in the best interest of
the Fund's shareholders. The Adviser's Chief Compliance Officer (or his
designee) approves disclosure only after considering the anticipated benefits
and costs to the Fund and its shareholders, the purpose of the disclosure, any
conflicts of interest between the interests of the Fund and its shareholders and
the interests of the Adviser or any of its affiliates, and whether the
disclosure is consistent with the policies and procedures governing disclosure.
Only someone approved by the Adviser's Chief Compliance Officer (or his
designee) may make approved disclosures of portfolio holdings information to
authorized recipients. The Adviser reserves the right to request certifications
from senior officers of authorized recipients that the recipient is using the
portfolio holdings information only in a manner consistent with the Adviser's
policy and any applicable confidentiality agreement. The Adviser's Chief
Compliance Officer (or his designee) or another member of the compliance team
reports all arrangements to disclose portfolio holdings information to the
Fund's Board on a quarterly basis. If the Board determines that disclosure was
inappropriate, the Adviser will promptly terminate the disclosure arrangement.

            In accordance with these procedures, each of the following third
parties have been approved to receive information concerning each Fund's
portfolio holdings: (i) the Fund's independent registered public accounting
firm, for use in providing audit opinions; (ii) RR Donnelley Financial, Data
Communique International and, from time to time, other financial printers, for
the purpose of preparing Fund regulatory filings; (iii) the Fund's custodian in
connection with its custody of the Fund's assets; (iv) Risk Metrics for proxy
voting services; and (v) data aggregators, such as Vestek. Information may be
provided to these parties at any time with no time lag. Each of these parties is
contractually and ethically prohibited from sharing the Fund's portfolio
holdings information unless specifically authorized.


--------------------------------------------------------------------------------

                              GENERAL INFORMATION

--------------------------------------------------------------------------------

Growth Fund

            The Fund is a series of The AllianceBernstein Portfolios which is
organized as a Massachusetts business trust (the "Trust") under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust
("Declaration of Trust") dated March 26, 1987, a copy of which is on file with
the Secretary of State of The Commonwealth of Massachusetts. The Trust is a
"series" company as described in Rule 18f-2 under the 1940 Act, having seven
separate portfolios, including the Fund each of which is represented by a
separate series of shares. The name of the Trust was changed from "The Alliance
Portfolios" to The "AllianceBernstein Portfolios", and the name of the Fund was
changed from "Alliance Growth Fund" to "AllianceBernstein Growth Fund" on March
31, 2003.

            The Declaration of Trust permits the Directors to issue an unlimited
number of full and fractional shares of each series and of each class of shares
thereof. The shares of the Fund and each class thereof do not have any
preemptive rights. Upon termination of the Fund or any class thereof, whether
pursuant to liquidation of the Trust or otherwise, shareholders of the Fund or
that class are entitled to share pro rata in the net assets of that Fund or that
class then available for distribution to such shareholders.

            The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust or any Fund, however, may be terminated at any time by vote of
at least a majority of the outstanding shares of the Fund affected. The
Declaration of Trust further provides that the Trustees may also terminate the
Trust upon written notice to the shareholders.

            Under Massachusetts law shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Declaration of Trust provides for indemnification out of
the Growth Fund's property for all loss and expense of any shareholder of that
Fund held liable on account of being or having been a shareholder. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund of which he or she was a
shareholder would be unable to meet its obligations.

Large Cap Growth

            The Fund is a Maryland corporation organized in 1992. The name of
the Fund became "Alliance Premier Growth Fund, Inc." on August 3, 1992, and
"AllianceBernstein Premier Growth Fund, Inc." on March 31, 2003. The Fund
changed its name to "AllianceBernstein Large Cap Growth Fund, Inc." on December
15, 2004.

Discovery Growth

            The Fund was organized as a Maryland corporation in 1979 under the
name Chemical Fund, Inc. and is the successor to a Delaware corporation of the
same name organized in 1938. The name of the Fund became "The Alliance Fund,

Inc." on March 13, 1987, "Alliance Mid-Cap Growth Fund, Inc." on February 1,
2002, "AllianceBernstein Mid-Cap Growth Fund, Inc." on March 31, 2003,

"AllianceBernstein Small/Mid Cap Growth Fund, Inc." on November 3, 2008 and
"AllianceBernstein Discovery Growth Fund, Inc." on November 1, 2012.

Small Cap Growth

            The Fund was originally organized under the name Quasar Associates,
Inc. as a Delaware corporation on August 5, 1968 and, effective April 27, 1989,
was reorganized as a corporation under the laws of Maryland under the name
"Alliance Quasar Fund, Inc." The name of the Fund was changed to
"AllianceBernstein Small Cap Growth Fund, Inc." on November 1, 2003 and became a
series of "AllianceBernstein Cap Fund, Inc." on September 8, 2004.

U.S. Strategic Research

            The Fund is a series of AllianceBernstein Cap Fund, Inc., a Maryland
corporation, organized in 2009 under the name "AllianceBernstein U.S. Strategic
Research Portfolio".

Global Thematic Growth

            The Fund is a Maryland corporation organized in 1980 under the name
"Alliance Technology Fund, Inc." The name of the Fund became "AllianceBernstein
Technology Fund, Inc." on March 31, 2003. The Fund changed its name to
"AllianceBernstein Global Technology Fund, Inc." on December 15, 2004 and
changed its name to "AllianceBernstein Global Thematic Growth Fund, Inc." on
November 3, 2008.

International Growth

            The Fund is a Maryland corporation organized in 1994 under the name
"Alliance Worldwide Privatization Fund, Inc." The name of the Fund became
"AllianceBernstein Worldwide Privatization Fund, Inc." on March 31, 2003. The
name of the Fund became "AllianceBernstein International Growth Fund, Inc." on
May 13, 2005.

International Discovery Equity

            The Fund is a series of AllianceBernstein Cap Fund, Inc., a Maryland
corporation organized in 2010 under the name "AllianceBernstein International
Discovery Equity Portfolio".

International Focus 40

            The Fund is a series of AllianceBernstein Cap Fund, Inc., a Maryland
corporation. The Fund was organized in 2011 under the name "AllianceBernstein
International Focus 40 Portfolio".

All Funds

            It is anticipated that annual shareholder meetings will not be held;
shareholder meetings will be held only when required by federal or state law.
Shareholders have available certain procedures for the removal of Directors.

            A shareholder will be entitled to share pro rata with other holders
of the same class of shares all dividends and distributions arising from the
Fund's assets and, upon redeeming shares, will receive the then-current NAV of
the Fund represented by the redeemed shares less any applicable CDSC. A Fund is
empowered to establish, without shareholder approval, additional classes of
shares within the Fund. If an additional class were established, each share of
the class would normally be entitled to one vote for all purposes. Generally,
shares of each class would vote together as a single class on matters, such as
the election of Directors, that affect each class in substantially the same
manner. Each class of shares of a Fund has the same rights and is identical in
all respects, except that each of Class A, Class B, Class C, Class R and Class K
shares of a Fund bears its own distribution expenses and Class B shares convert
to Class A shares under certain circumstances. Each class of shares of a Fund
votes separately with respect to the Fund's Rule 12b-1 distribution plan and
other matters for which separate class voting is appropriate under applicable
law. Shares are freely transferable, are entitled to dividends as determined by
the Directors and, in liquidation of the Fund, are entitled to receive the net
assets of the Fund.

Principal Holders
-----------------

            To the knowledge of each Fund, the following persons owned of record
or beneficially, 5% or more of the outstanding shares of the Fund as of October
5, 2012:



                                                                             Number of
Fund                         Name and Address                              Shares of Class       % of Class
----                         ----------------                              ---------------       ----------
                                                                                         
Class A
-------

Growth Fund                  First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       925,806                7.90%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                    1,205,410               10.29%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ 07311                           1,195,856               10.21%

Large Cap Growth             First Clearing, LLC
                             Special Custody Acct for the Exclusive
                             Benefit of the Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                     2,967,213                8.81%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                     5,204,590               15.45%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ 07311                           2,525,242                7.49%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                     2,713,708                8.05%

Discovery Growth             National Financial Services LLC
                             For the Exclusive Benefit of Our
                             Customers
                             Attn: Mutual Funds Department
                             200 Liberty Street, 5th Floor
                             One World Financial Center
                             New York, NY 10281-5503                         3,577,085                5.28%

Small Cap Growth             First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO 63103-2523                        521,729                6.26%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      712,667                8.55%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            534,152                6.41%

                             National Financial Services LLC
                             For the Exclusive Benefit of Our
                             Customers
                             Attn: Mutual Funds Department
                             200 Liberty Street, 5th Floor
                             One World Financial Center
                             New York, NY 10281-5503                           775,389                9.30%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ 07303-2052                        489,960                5.88%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                          425,837                5.11%

U.S. Strategic Research      First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO 63103-2523                         21,345                9.12%

                             National Financial Services LLC
                             For the Exclusive Benefit of Our
                             Customers
                             Attn: Mutual Funds Department
                             200 Liberty Street, 5th Floor
                             One World Financial Center
                             New York, NY 10281-5503                            48,436               20.70%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ 07303-2052                         30,522               13.04%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                           77,285               33.02%

Global Thematic Growth       First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       760,473                7.94%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      948,671                9.91%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            693,371                7.24%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                       607,727                6.35%

                             State Street Corporate TTEE
                             C/F ADP Access
                             1 Lincoln Street
                             Boston, MA  02111-2901                            677,499                7.08%

International Growth         Charles Schwab & Co.
                             For the Exclusive Benefit of
                             Customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA  94105-1905                   3,287,388                9.00%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                    3,761,609               10.30%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                          3,619,996                9.91%

                             National Financial Services LLC
                             For the Exclusive Benefit of Our
                             Customers
                             Attn: Mutual Funds Department
                             200 Liberty Street, 5th Floor
                             One World Financial Center
                             New York, NY 10281-5503                         2,428,251                6.65%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                        2,794,959                7.65%

International Discovery      Liliana Dearth & Matthew Dearth
Equity                       JTWROS
                             7 Hilltop Road
                             Bronxville, NY 10708-5118                          19,107               46.63%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                         7,013               17.11%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                            2,473                6.03%

International Focus 40       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 N. Lexington Ave
                             White Plains, NY 10601-1712                         1,000               22.22%

                             Frontier Trust Company
                             Onenet USA, Inc.
                             Miles M. Smith
                             801 4th Street
                             Hudson, WI 54016-1644                                 542                12.04%

                             National Financial Services LLC
                             For the Exclusive Benefit
                             of Our Customers
                             Attn: Mutual Funds Department
                             200 Liberty Street, 5th Floor
                             One World Financial Center
                             New York, NY 10281                                  1,256               27.91%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                         1,516               33.67%

Class B
-------

Large Cap Growth             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      259,226               11.18%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                       144,561                6.24%

Discovery Growth             Charles Schwab & Co.
                             For the Exclusive Benefit
                             Of customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA 94105-1905                       56,008                5.68%

                             First Clearing, LLC
                             Special Custody Acct For The
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO 63103-2523                         53,035                5.38%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                       71,328                7.23%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                        77,093                7.82%

Small Cap Growth             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                        14,916                7.67%

Global Thematic Growth       MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                       34,781                6.88%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                        35,636                7.05%


International Growth         First Clearing, LLC
                             Special Custody Acct for the Exclusive
                             Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       199,245               11.34%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                       282,157               16.05%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            184,886               10.52%

                             National Financial Services LLC
                             For the Exclusive Benefit
                             of Our Customers
                             Attn: Mutual Funds Department
                             200 Liberty Street, 5th Floor
                             One World Financial Center
                             New York, NY 10281                                115,687                6.58%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                       248,555               14.14%

Class C
-------

Growth Fund                  First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       192,944                9.02%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      451,982               21.12%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            327,846               15.32%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                          156,298                7.30%

Large Cap Growth             First Clearing, LLC
                             Special Custody Account for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       886,157               11.16%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                    2,180,573               27.46%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            909,835               11.46%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                       479,274                6.03%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                          583,785                7.35%

Discovery Growth             First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       517,643               10.26%

                             MLPF&S For the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      800,561               15.87%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            452,429                8.97%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                       320,993                6.36%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Blvd., 5th Floor
                             Weehawken NJ 07086-6761                           304,727                6.04%

Small Cap Growth             First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       137,604               10.72%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      411,192               32.05%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            178,758               13.93%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                        65,493                5.10%

U.S. Strategic Research      First Clearing, LLC
                             Special Custody Account for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                         5,791                6.31%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ 07311                              37,566               40.96%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                        11,997               13.08%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                           14,174               15.46%

Global Thematic Growth       First Clearing, LLC
                             Special Custody Account for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       155,935               10.35%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                      261,235               17.34%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ 07311                             269,980               17.92%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                        94,539                6.28%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                           82,558                5.48%

International Growth         First Clearing, LLC
                             Special Custody Acct for the
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                       645,954                9.31%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                     1,803,726               26.00%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                          1,507,810               21.74%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                       363,527                5.24%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                          412,653                5.95%

International Discovery      AllianceBernstein L.P.
Equity                       Attn: Brent Mather-Seed Acct
                             1 N. Lexington Ave.
                             White Plains, NY  10601-1712                        1,000               10.22%

                             Marcus Bremner & Mary Bremner
                             Com Prop
                             847 W. Kimball Ave.                                 1,060               10.84%
                             Visalia, CA 93277-6567

                             Thomas K Hollandsworth
                             50410 Lagae St.
                             New Baltimore, MI 48047-4229                        2,174               22.22%

                             Marci Kimura Nishijima
                             207 El Caminito Ave.
                             Campbell, CA 95008-3411                               561                5.74%

                             Pershing LLC
                             P.O. Box 2052
                             Jersey City, NJ  07303-2052                         1,347               13.76%

                             UBS WM USA
                             Omni Account M/F
                             Attn: Department Manager
                             1000 Harbor Boulevard, 5th Floor
                             Weehawken, NJ 07086-6761                            2,068               21.14%

International Focus 40       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               96.26%

Advisor Class
-------------

Growth Fund                  Charles Schwab & Co.
                             For the Exclusive Benefit
                             Of Customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA 94105-1905                       47,154               29.50%

                             First Clearing, LLC
                             Special Custody Acct for the Exclusive
                             Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO 63103-2523                         37,457               23.44%

                             MLPF&S for the Sole Benefit of Its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                        21,924               13.72%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                             20,733               12.97%

Large Cap Growth             CollegeBound Fund
                             CBF-Premier Growth
                             Customized Allocation 529 Plan
                             1345 Avenue of the Americas
                             New York, NY  10105-0302                        1,735,232               14.23%

                             MLPF&S for the Sole Benefit of Its
                             Customers
                             Attn:  Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                     1,114,283                9.14%

Discovery Growth             CollegeBound Fund
                             CBF-Small/Mid-Cap Growth
                             Customized Portfolio 529 Plan
                             1345 Avenue of the Americas
                             New York, NY  10105-0302                        4,575,235                7.92%

Small Cap Growth             First Clearing, LLC
                             Special Custody Acct for the Exclusive
                             Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO 63103-2523                        460,802                9.86%

                             MLPF&S for the Sole Benefit of Its
                             Customers
                             Attn:  Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                       341,635                7.31%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                          2,213,690               47.36%

U.S. Strategic Research      AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                    1,628,742               69.17%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            146,793                6.23%

                             Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             FL 17
                             White Plains, NY 10601-1785                       158,990                6.75%

Global Thematic Growth       Charles Schwab & Co.
                             For the Exclusive Benefit of Customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA 94105-1905                      132,027               11.72%

                             CollegeBound Fund
                             CBF-Global Thematic Growth Customized
                             Allocation
                             1345 Avenue of the Americas
                             New York, NY  10105-0302                          206,687               18.35%

                             First Clearing, LLC
                             Special Custody Acct for the Exclusive
                             Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO 63103-2523                         71,287                6.33%

                             MLPF&S for the Sole Benefit of Its
                             Customers
                             Attn:  Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                       123,133               10.93%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            191,816               17.03%

International Growth         Charles Schwab & Co.
                             For the Exclusive Benefit of
                             Customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA  94104-4151                     449,495                6.53%

                             Massmutual Financial Group Cust FBO
                             Massachusetts Mutual Insurance
                             Company
                             1295 State Street, #C105
                             Springfield, MA  01111-0001                     1,403,858               20.39%

                             First Clearing, LLC
                             Special Custody Acct For The
                             Exclusive Benefit of Customer
                             2801 Market Street
                             Saint Louis, MO  63103-2523                     1,092,513               15.87%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                       982,428               14.27%

                             Morgan Stanley Smith Barney
                             Harborside Financial Center
                             Plaza II, 3rd Floor
                             Jersey City, NJ  07311                            902,188               13.10%

                             Taynik & Co. 401K Plan
                             c/o State Street Bank
                             200 Clarendon Street
                             Boston, MA 02116-5021                             577,404                8.39%

International Discovery      Sanford Bernstein & Co., LLC
Equity                       One North Lexington Avenue
                             FL 17
                             White Plains, NY 10601-1785                        50,052               42.04%

                             Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             FL 17
                             White Plains, NY 10601-1785                        21,203               17.81%

                             Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             FL 17
                             White Plains, NY 10601-1785                         6,559                5.51%

                             Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             FL 17
                             White Plains, NY 10601-1785                        29,879               25.10%

International Focus 40       Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             White Plains, NY 10601-1785                        82,918               66.11%

                             Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             FL 17
                             White Plains, NY 10601-1785                        35,486               28.29%

Class R
-------

Growth Fund                  Hartford Life Insurance Company
                             Separate Account
                             Attn: UIT Operations
                             P.O. Box 2999
                             Hartford, CT  06104-2999                           36,425               89.82%

Large Cap Growth             Capital Bank & Trust Company TTEE F
                             CHC Retirement Savings Plan
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-50002                  48,996                9.25%

                             Frontier Trust Co FBO
                             Jack H Olender & Associates PC
                             P.O. Box 10758
                             Fargo, ND 58106-0758                               32,384                6.12%

                             Helmet House Inc. TTEE FBO
                             Helmet House Inc. 401k
                             C/O Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-5002                   34,841                6.58%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                        35,412                6.69%

Discovery Growth             American United Life Cust
                             FBO AUL American Group
                             Retirement Annuity
                             Separate Accounts Administration
                             P.O. Box 368
                             Indianapolis, IN  46206-0368                      127,882               16.22%

                             American United Life Cust FBO American
                             United Trust
                             Separate Accounts Administration
                             P.O. Box 368
                             Indianapolis, IN 46206-0368                       135,296               17.16%

                             Hartford Securities Distribution Company
                             INC/PRG
                             Attn: UIT Operations
                             P.O. Box 2999
                             Hartford, CT  06104-2999                          155,805               19.76%

Small Cap Growth             American United Life Cust
                             FBO American United Trust
                             Separate Accounts Administration
                             P.O. Box 368
                             Indianapolis, IN  46206-0368                       47,780               6.24%

                             American United Life Cust
                             FBO AUL American Group Retirement Annuity
                             Separate Accounts Administration
                             P.O. Box 368
                             Indianapolis, IN  46206-0368                       90,540               11.83%

                             State Street Corporation TTEE
                             C/F ADP Access
                             1 Lincoln Street
                             Boston, MA  02111-2901                            206,998               27.05%

U.S. Strategic Research      AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               99.98%

Global Thematic Growth       Capital Bank & Trust Company TTEE F
                             National Veterinary Assoc Inc. 401K
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-50002                  17,402               14.71%

                             Hartford Securities Distribution
                             Company INC/PRG
                             Attn: UIT Operations
                             P.O. Box 2999
                             Hartford, CT 06104-2999                            17,422               14.72%

                             State Street Corporation TTEE
                             C/F ADP Access
                             1 Lincoln Street
                             Boston, MA 02111-2901                              31,897               26.95%

                             State Street Bank & Trust
                             FBO ADP/MSDW Alliance
                             Attn: Ralph Campbell
                             105 Rosemont Road
                             Westwood, MA 02090-2318                             6,080                5.14%

International Growth         AIG Retirement Services Company
                             FBO AIGFSB Cust TTEE FBO
                             West Virginia Univ Hosp
                             2929 Allen Parkway A6-20
                             Houston, TX 77019-2155                            107,883                5.74%

                             Hartford Life Insurance Company
                             Separate Account
                             Attn: UIT Operations
                             P.O. Box 2999
                             Hartford, CT  06104-2999                          485,884               25.86%

                             Hartford Securities Distribution
                             Company Inc/PRG
                             Attn: UIT Operations
                             P.O. Box 2999
                             Hartford, CT  06104-2999                          168,749                8.98%

                             ING
                             Enhanced K-Choice
                             Trustee: Reliance Trust Company
                             400 Atrium Drive
                             Somerset, NJ  08873-4162                          114,253                6.08%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                       186,112                9.91%

International Discovery      AllianceBernstein L.P.
Equity                       Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               99.98%

International Focus 40       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               99.98%

Class K
-------

Growth Fund                  Great-West Trust Company, LLC
                             TTEE F
                             Aaronson Dickerson Cohn & Lanzonie
                             APC 401K
                             C/O Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                   1,847                7.06%

                             Great-West Trust Company, LLC
                             TTEE C
                             The Office Furniture Warehouse PSP
                             C/O Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                   2,047                7.82%


                             Great-West Trust Company, LLC
                             TTEE C
                             Lynn Tillotson Pinker & Cox LLP 401
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                   3,137               11.99%

                             Great-West Trust Company, LLC
                             TTEE C
                             Sucherman-Insalaco LLP
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                   6,709               25.64%

                             Great-West Trust Company, LLC
                             TTEE C
                             Rowbotham & Company LLP 401K
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                   3,218               12.30%

                             Joseph R. Burlin 401(K) Profit
                             Sharing Plan
                             1805 North Carolina St., Ste. 405
                             Stockton, CA  95204                                 3,606               13.78%

                             Luciano Prida & Company PA
                             401K Plan
                             1106 N. Franklin Street
                             Tampa, FL 33602-3841                                2,328                8.90%

Large Cap Growth             Capital Bank & Trust Company
                             TTEE F
                             NEP Broadcasting LLC 401K Plan
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-5002                  173,462               11.49%

                             Great-West Trust Company LLC TTEE
                             F Fragomen Del Ray Bernsen & Loewy
                             LLP 401K
                             C/O Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-5002                   115,539                7.65%

Discovery Growth             Nationwide Trust Company FSB
                             C/O IPO Portfolio Accounting
                             P.O. Box 182029
                             Columbus, OH  43218-2029                          174,030               17.38%

                             Capital Bank & Trust Company
                             TTEE F
                             QNB Bank RSP 401K
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                 124,821               12.46%

Small Cap Growth             Charles Schwab & Co.
                             For the Exclusive Benefit of Customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA 94105-1905                      332,634               31.47%

                             FIIOC As Agent for Certain Employee
                             Benefit Plans
                             100 Magellan Way KWIC
                             Covington, KY 41015-1987                           53,587                5.07%

                             Great-West Trust Company LLC
                             TTEE FBO Fragomen Del Ray
                             Bernsen & Loewy LLP 401K
                             C/O Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-5002                   60,768                5.75%

                             Nationwide Trust Company FSB
                             c/o IPO Portfolio Accounting
                             P.O. Box 182029
                             Columbus, OH  43218-2029                           82,534                7.81%

                             NFS LLC FEBO
                             Transamerica Life Ins. Co.
                             1150 S. Olive St.
                             Los Angeles, CA 90015-2211                        107,159               10.14%

U.S. Strategic Research      AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               99.98%

Global Thematic Growth       Great-West Trust Company LLC
                             TTEE F Fragomen Del Ray
                             Bernsen & Loewy LLP
                             C/O Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-5002                   89,604               63.16%

                             Stanley Creations Inc. PSP
                             1414 Willow Ave.
                             Melrose Park, PA 19027-3197                         9,165                6.46%

International Growth         Nationwide Trust Company FSB
                             c/o IPO Portfolio Accounting
                             P.O. Box 182029
                             Columbus, OH  43218-2029                          168,483               30.22%

                             MLPF&S for the Sole Benefit of
                             its Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL 32246-6484                        94,279               16.91%

                             Wilmington Trust Co. Custodian
                             FBO The Univ of Texas Sys Orp
                             c/o Mutual Funds
                             P.O. Box 8880
                             Wilmington, DE  19899-8880                         32,633                5.85%

                             Wilmington Trust Co. Custodian FBO
                             FBO Texas A&M Univ Sys Optional
                             Retirement
                             c/o Mutual Funds
                             P.O. Box 8880
                             Wilmington, DE  19899-8880                         38,848                6.97%

International Discovery
Equity                       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               99.98%

International Focus 40       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               36.14%

                             Great-West Trust Company LLC
                             TTEE F
                             Richardson Kontogouris Emerson
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO 80111-5002                    1,767               63.85%

Class I
-------

Growth Fund                  AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                          304               99.48%

Large Cap Growth             Charles Schwab & Co.
                             For the Exclusive Benefit of Customers
                             Mutual Fund Operations
                             211 Main Street
                             San Francisco, CA 94105-1905                      102,745                9.22%

                             NFS LLC FEBO
                             State Street Bank Trust Co
                             TTEE Various Retirement Plans
                             440 Mamaroneck Avenue
                             Harrison, NY  10528-2418                          675,431               60.59%

                             Great-West Trust Company, LLC
                             TTEE C
                             George Little Mgmt LLC 401k P
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                  57,208                5.13%

                             Great-West Trust Company, LLC
                             TTEE C
                             Webcor Builders 401K PSP
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                  79,531                7.13%

Discovery Growth             Great-West Trust Company, LLC TTEE C
                             Webcor Builders 401K PSP
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                 208,496               20.48%

                             Sanford Bernstein & Co., LLC
                             FL 17
                             1 North Lexington Avenue
                             White Plains, NY  10601-1785                      574,955               56.49%

                             Sanford Bernstein & Co., LLC
                             1 North Lexington Avenue
                             FL 17
                             White Plains, NY  10601-1785                      135,050               13.27%

Small Cap Growth             CollegeBound Fund
                             CBF-Small Cap Growth
                             529 Plan
                             1345 Avenue of the Americas
                             New York, NY 10105-0302                           333,789                5.49%

                             FIIOC as Agent for Certain Employee
                             Benefit Plans
                             100 Magellan Way (KWIC)
                             Covington, KY  41015-1987                       1,831,322               30.13%

                             Mercer Trust Company TTEE FBO
                             CCE Matched Employee Savings
                             And Investment Plan
                             Attn: DC Plan Admin MS N-2-G
                             1 Investors Way
                             Norwood, MA 02062-1599                          1,511,510               24.87%

                             MLPF&S for the Sole Benefit of its
                             Customers
                             Attn: Fund Admin
                             4800 Deer Lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                    1,043,248               17.16%

                             PIMS/Prudential Retirement
                             As Nominee for the TTEE/CUST
                             Greenville Hospital System Reti
                             701 Grove Road
                             Greenville, SC  29605-5611                        458,771                7.55%

U.S. Strategic Research      AllianceBernstein L.
                             Attn: Brent Mather-Seed Acct P.
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                        1,000               99.98%

Global Thematic Growth       MLPF&S for the Sole Benefit of
                             its Customers
                             Attn: Fund Admin
                             4800 Deer lake Drive East
                             2nd Floor
                             Jacksonville, FL  32246-6484                       30,724               17.67%

                             Sanford Bernstein & Co., LLC
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                       20,358               11.71%

                             Sanford Bernstein & Co., LLC
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                      118,600               68.23%

International Growth         Sanford Bernstein & Co., LLC
                             One North Lexington Avenue
                             17th FL
                             White Plains, NY  10601-1785                      375,232               24.30%

                             Sanford Bernstein & Co., LLC
                             17th FL
                             One North Lexington Avenue
                             White Plains, NY  10601-1785                      652,131               42.23%

                             Wells Fargo Bank NA FBO
                             Good Sam Hosp PP
                             P.O. Box 1533
                             Minneapolis, MN 55480-1533                        204,812               13.26%

                             Wells Fargo Bank NA Custodian
                             City of Torrance DCP & 401A
                             c/o Fascore LLC
                             8515 East Orchard Road, #2T2
                             Greenwood Village, CO  80111-5002                 207,106               13.41%

International Discovery
Equity                       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                      745,000              100.00%

International Focus 40       AllianceBernstein L.P.
                             Attn: Brent Mather-Seed Acct
                             1 North Lexington Avenue
                             White Plains, NY  10601-1712                      295,000              100.00%

Custodian and Accounting Agent
------------------------------

            State Street Bank and Trust Company ("State Street"), One Lincoln
Street, Boston, MA 02111 acts as the custodian for the Growth Fund, Large Cap
Growth, Discovery Growth, Small Cap Growth, U.S. Strategic Research, Global
Thematic Growth, International Discovery Equity and International Focus 40, but
plays no part in deciding the purchase or sale of portfolio securities. Subject
to the supervision of each Fund's Directors, State Street may enter into
subcustodial agreements for the holding of the Fund's securities outside of the
United States.

            Brown Brothers Harriman & Co. ("Brown Brothers"), 40 Water Street,
Boston, MA 02109, will act as the custodian for the assets of International
Growth but plays no part in deciding the purchase or sale of portfolio
securities. Subject to the supervision of the Fund's Directors, Brown Brothers
may enter into sub-custodial agreements for the holding of the Fund's foreign
securities.


Principal Underwriter
---------------------

            ABI, an indirect, wholly-owned subsidiary of the Adviser, located at
1345 Avenue of the Americas, New York, NY 10105, is the principal underwriter of
shares of the Funds. Under the Distribution Services Agreement, the Funds have
agreed to indemnify ABI, in the absence of its willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations thereunder, against
certain civil liabilities, including liabilities under the Securities Act.

Counsel
-------

            Legal matters in connection with the issuance of the shares of
Common Stock offered hereby are passed upon by Seward & Kissel LLP, New York,
NY.

Independent Registered Public Accounting Firm
---------------------------------------------

            Ernst & Young LLP, 5 Times Square, New York, NY 10036, has been
appointed as the independent registered public accounting firm for the Funds.

Code of Ethics and Proxy Voting Policies and Procedures
-------------------------------------------------------

            The Funds, the Adviser and ABI have each adopted Codes of Ethics
pursuant to Rule 17j-1 of the Act. These codes of ethics permit personnel
subject to the codes to invest in securities, including securities that may be
purchased or held by the Funds.

            The Funds have adopted the Adviser's proxy voting policies and
procedures. The Adviser's proxy voting policies and procedures are attached as
Appendix A.

            Information regarding how each Fund voted proxies related to
portfolio securities during the most recent 12-month period ended June 30, 2012
is available (1) without charge, upon request, by calling (800) 227-4618; or on
or through the Fund's website at www.AllianceBernstein.com; or both; and (2) on
the SEC's website at www.sec.gov.

Additional Information
----------------------

            Shareholder inquiries may be directed to the shareholder's financial
intermediary or to ABIS at the address or telephone numbers shown on the front
cover of this SAI. This SAI does not contain all the information set forth in
the Registration Statement filed by the Funds with the SEC under the Securities
Act. Copies of the Registration Statement may be obtained at a reasonable charge
from the SEC or may be examined, without charge, at the offices of the SEC in
Washington, D.C.




--------------------------------------------------------------------------------

                        FINANCIAL STATEMENTS AND REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

--------------------------------------------------------------------------------

The financial statements of each of the Growth Fund, Large Cap Growth, Discovery
Growth, Small Cap Growth and Global Thematic Growth for the fiscal year ended
July 31, 2012 and the report of Ernst & Young LLP, independent registered public
accounting firm, are incorporated herein by reference to the Funds' annual
reports. The annual reports were filed on Form N-CSR with the SEC on October 9,
2012. These reports are available without charge upon request by calling ABIS at
(800) 227-4618 or on the Internet at www.AllianceBernstein.com.

The financial statements of each of International Discovery Equity, U.S.
Strategic Research, International Focus 40 and International Growth for the
fiscal year ended June 30, 2012 and the report of Ernst & Young LLP, independent
registered public accounting firm, are incorporated herein by reference to the
Funds' annual reports. The annual reports were filed on Form N-CSR with the SEC
on September 7, 2012. These reports are available without charge upon request by
calling ABIS at (800) 227-4618 or on the Internet at www.AllianceBernstein.com.




--------------------------------------------------------------------------------

                                  APPENDIX A:

                           STATEMENT OF POLICIES AND
                          PROCEDURES FOR PROXY VOTING

--------------------------------------------------------------------------------

1.    Introduction

      As a registered investment adviser, AllianceBernstein L.P.
      ("AllianceBernstein", "we" or "us") has a fiduciary duty to act solely in
      the best interests of our clients. We recognize that this duty requires us
      to vote client securities in a timely manner and make voting decisions
      that are intended to maximize long-term shareholder value. Generally, our
      clients' objective is to maximize the financial return of their portfolios
      within appropriate risk parameters. We have long recognized that
      environmental, social and governance ("ESG") issues can impact the
      performance of investment portfolios. Accordingly, we have sought to
      integrate ESG factors into our investment process to the extent that the
      integration of such factors is consistent with our fiduciary duty to help
      our clients achieve their investment objectives and protect their economic
      interests. Our Statement of Policy Regarding Responsible Investment ("RI
      Policy") is attached to this Statement as an Exhibit.

      We consider ourselves shareholder advocates and take this responsibility
      very seriously. Consistent with our commitments, we will disclose our
      clients' voting records only to them and as required by mutual fund vote
      disclosure regulations. In addition, our proxy committees may, after
      careful consideration, choose to respond to surveys so long as doing so
      does not compromise confidential voting.

      This statement is intended to comply with Rule 206(4)-6 of the Investment
      Advisers Act of 1940. It sets forth our policies and procedures for voting
      proxies for our discretionary investment advisory clients, including
      investment companies registered under the Investment Company Act of 1940.
      This statement applies to AllianceBernstein's investment groups investing
      on behalf of clients in both U.S. and non-U.S. securities.

2.    Proxy Policies

      Our proxy voting policies are principle-based rather than rules-based. We
      adhere to a core set of principles that are described in this Statement
      and in our Proxy Voting Manual. We assess each proxy proposal in light of
      those principles. Our proxy voting "litmus test" will always be what we
      view as most likely to maximize long-term shareholder value. We believe
      that authority and accountability for setting and executing corporate
      policies, goals and compensation should generally rest with the board of
      directors and senior management. In return, we support strong investor
      rights that allow shareholders to hold directors and management
      accountable if they fail to act in the best interests of shareholders. In
      addition, if we determine that ESG issues that arise with respect to an
      issuer's past, current or anticipated behaviors are, or are reasonably
      likely to become, material to its future earnings, we address these
      concerns in our proxy voting and engagement.

      This statement is designed to be responsive to the wide range of proxy
      voting subjects that can have a significant effect on the investment value
      of the securities held in our clients' accounts. These policies are not
      exhaustive due to the variety of proxy voting issues that we may be
      required to consider. AllianceBernstein reserves the right to depart from
      these guidelines in order to make voting decisions that are in our
      clients' best interests. In reviewing proxy issues, we will apply the
      following general policies:

      2.1.  Corporate Governance

            We recognize the importance of good corporate governance in our
            proxy voting policies and engagement practices in ensuring that
            management and the board of directors fulfill their obligations to
            shareholders. We favor proposals promoting transparency and
            accountability within a company. We support the appointment of a
            majority of independent directors on key committees and generally
            support separating the positions of chairman and chief executive
            officer, except in cases where a company has sufficient
            counter-balancing governance in place. Because we believe that good
            corporate governance requires shareholders to have a meaningful
            voice in the affairs of the company, we generally will support
            shareholder proposals which request that companies amend their
            by-laws to provide that director nominees be elected by an
            affirmative vote of a majority of the votes cast. Furthermore, we
            have written to the SEC in support of shareholder access to
            corporate proxy statements under specified conditions with the goal
            of serving the best interests of all shareholders.

      2.2.  Elections of Directors

            Unless there is a proxy fight for seats on the Board or we determine
            that there are other compelling reasons to oppose directors, we will
            vote in favor of the management proposed slate of directors. That
            said, we believe that directors have a duty to respond to
            shareholder actions that have received significant shareholder
            support. Therefore, we may vote against directors (or withhold votes
            for directors where plurality voting applies) who fail to act on key
            issues such as failure to implement proposals to declassify the
            board, failure to implement a majority vote requirement, failure to
            submit a rights plan to a shareholder vote or failure to act on
            tender offers where a majority of shareholders have tendered their
            shares. In addition, we will vote against directors who fail to
            attend at least seventy-five percent of board meetings within a
            given year without a reasonable excuse, and we may abstain or vote
            against directors of non-U.S. issuers where there is insufficient
            information about the nominees disclosed in the proxy statement.
            Also, we will generally not oppose directors who meet the definition
            of independence promulgated by the primary exchange on which the
            company's shares are traded or set forth in the code we determine to
            be best practice in the country where the subject company is
            domiciled. Finally, because we believe that cumulative voting in
            single shareholder class structures provides a disproportionately
            large voice to minority shareholders in the affairs of a company, we
            will generally vote against such proposals and vote for management
            proposals seeking to eliminate cumulative voting. However, in dual
            class structures (such as A&B shares) where the shareholders with a
            majority economic interest have a minority voting interest, we will
            generally vote in favor of cumulative voting.


      2.3.  Appointment of Auditors

            AllianceBernstein believes that the company is in the best position
            to choose its auditors, so we will generally support management's
            recommendation. However, we recognize that there are inherent
            conflicts when a company's independent auditor performs substantial
            non-audit services for the company. The Sarbanes-Oxley Act of 2002
            prohibits certain categories of services by auditors to U.S.
            issuers, making this issue less prevalent in the U.S. Nevertheless,
            in reviewing a proposed auditor, we will consider the fees paid for
            non-audit services relative to total fees and whether there are
            other reasons for us to question the independence or performance of
            the auditors.

      2.4.  Changes in Legal and Capital Structure

            Changes in a company's charter, articles of incorporation or by-laws
            are often technical and administrative in nature. Absent a
            compelling reason to the contrary, AllianceBernstein will cast its
            votes in accordance with management's recommendations on such
            proposals. However, we will review and analyze on a case-by-case
            basis any non-routine proposals that are likely to affect the
            structure and operation of the company or have a material economic
            effect on the company. For example, we will generally support
            proposals to increase authorized common stock when it is necessary
            to implement a stock split, aid in a restructuring or acquisition,
            or provide a sufficient number of shares for an employee savings
            plan, stock option plan or executive compensation plan. However, a
            satisfactory explanation of a company's intentions must be disclosed
            in the proxy statement for proposals requesting an increase of
            greater than 100% of the shares outstanding. We will oppose
            increases in authorized common stock where there is evidence that
            the shares will be used to implement a poison pill or another form
            of anti-takeover device. We will support shareholder proposals that
            seek to eliminate dual class voting structures.

      2.5.  Corporate Restructurings, Mergers and Acquisitions

            AllianceBernstein believes proxy votes dealing with corporate
            reorganizations are an extension of the investment decision.

            Accordingly, we will analyze such proposals on a case-by-case basis,
            weighing heavily the views of our research analysts that cover the
            company and our investment professionals managing the portfolios in
            which the stock is held.

      2.6.  Proposals Affecting Shareholder Rights

            AllianceBernstein believes that certain fundamental rights of
            shareholders must be protected. We will generally vote in favor of
            proposals that give shareholders a greater voice in the affairs of
            the company and oppose any measure that seeks to limit those rights.
            However, when analyzing such proposals we will weigh the financial
            impact of the proposal against the impairment of shareholder rights.

      2.7.  Anti-Takeover Measures

            AllianceBernstein believes that measures that impede corporate
            transactions (such as takeovers) or entrench management not only
            infringe on the rights of shareholders but may also have a
            detrimental effect on the value of the company. Therefore, we will
            generally oppose proposals, regardless of whether they are advanced
            by management or shareholders, when their purpose or effect is to
            entrench management or excessively or inappropriately dilute
            shareholder ownership. Conversely, we support proposals that would
            restrict or otherwise eliminate anti-takeover or anti-shareholder
            measures that have already been adopted by corporate issuers. For
            example, we will support shareholder proposals that seek to require
            the company to submit a shareholder rights plan to a shareholder
            vote. We will evaluate, on a case-by-case basis, proposals to
            completely redeem or eliminate such plans. Furthermore, we will
            generally oppose proposals put forward by management (including the
            authorization of blank check preferred stock, classified boards and
            supermajority vote requirements) that appear to be anti-shareholder
            or intended as management entrenchment mechanisms.

      2.8.  Executive Compensation

            AllianceBernstein believes that company management and the
            compensation committee of the board of directors should, within
            reason, be given latitude to determine the types and mix of
            compensation and benefits offered to company employees. Whether
            proposed by a shareholder or management, we will review proposals
            relating to executive compensation plans on a case-by-case basis to
            ensure that the long-term interests of management and shareholders
            are properly aligned. In general, we will analyze the proposed plan
            to ensure that shareholder equity will not be excessively diluted
            taking into account shares available for grant under the proposed
            plan as well as other existing plans. We generally will oppose plans
            that allow stock options to be granted with below market value
            exercise prices on the date of issuance or permit re-pricing of
            underwater stock options without shareholder approval. Other factors
            such as the company's performance and industry practice will
            generally be factored into our analysis. In markets where
            remuneration reports or advisory votes on executive compensation are
            not required for all companies, we will generally support
            shareholder proposals asking the board to adopt a policy (i.e., "say
            on pay") that the company's shareholders be given the opportunity to
            vote on an advisory resolution to approve the compensation practices
            of the company. Although "say on pay" votes are by nature only broad
            indications of shareholder views, they do lead to more
            compensation-related dialogue between management and shareholders
            and help ensure that management and shareholders meet their common
            objective: maximizing the value of the company. In markets where
            votes to approve remuneration reports or advisory votes on executive
            compensation are required, we review the compensation practices on a
            case-by-case basis. With respect to companies that have received
            assistance through government programs such as TARP, we will
            generally oppose shareholder proposals that seek to impose greater
            executive compensation restrictions on subject companies than are
            required under the applicable program because such restrictions
            could create a competitive disadvantage for the subject company. We
            believe the U.S. Securities and Exchange Commission ("SEC") took
            appropriate steps to ensure more complete and transparent disclosure
            of executive compensation when it issued modified executive
            compensation and corporate governance disclosure rules in 2006 and

            February 2010. Therefore, while we will consider them on a
            case-by-case basis, we generally vote against shareholder proposals
            seeking additional disclosure of executive and director
            compensation, including proposals that seek to specify the
            measurement of performance-based compensation, if the company is
            subject to SEC rules. We will support requiring a shareholder vote
            on management proposals to provide severance packages that exceed
            2.99 times the sum of an executive officer's base salary plus bonus
            that are triggered by a change in control. Finally, we will support
            shareholder proposals requiring a company to expense compensatory
            employee stock options (to the extent the jurisdiction in which the
            company operates does not already require it) because we view this
            form of compensation as a significant corporate expense that should
            be appropriately accounted for.

      2.9.  ESG

            We are appointed by our clients as an investment manager with a
            fiduciary responsibility to help them achieve their investment
            objectives over the long term. Generally, our clients' objective is
            to maximize the financial return of their portfolios within
            appropriate risk parameters. We have long recognized that ESG issues
            can impact the performance of investment portfolios. Accordingly, we
            have sought to integrate ESG factors into our investment and proxy
            voting processes to the extent that the integration of such factors
            is consistent with our fiduciary duty to help our clients achieve
            their investment objectives and protect their economic interests.
            For additional information regarding our approach to incorporating
            ESG issues in our investment and decision-making processes, please
            refer to our RI Policy, which is attached to this Statement as an
            Exhibit.

            Shareholder proposals relating to environmental, social (including
            political) and governance issues often raise complex and
            controversial issues that may have both a financial and
            non-financial effect on the company. And while we recognize that the
            effect of certain policies on a company may be difficult to
            quantify, we believe it is clear that they do affect the company's
            long-term performance. Our position in evaluating these proposals is
            founded on the principle that we are a fiduciary. As such, we
            carefully consider any factors that we believe could affect a
            company's long-term investment performance (including ESG issues) in
            the course of our extensive fundamental, company-specific research
            and engagement, which we rely on in making our investment and proxy
            voting decisions. Maximizing long-term shareholder value is our
            overriding concern when evaluating these matters, so we consider the
            impact of these proposals on the future earnings of the company. In
            so doing, we will balance the assumed cost to a company of
            implementing one or more shareholder proposals against the positive
            effects we believe implementing the proposal may have on long-term
            shareholder value.

3.    Proxy Voting Procedures

      3.1.  Proxy Voting Committees

            Our growth and value investment groups have formed separate proxy
            voting committees ("Proxy Committees") to establish general proxy
            policies for AllianceBernstein and consider specific proxy voting
            matters as necessary. These Proxy Committees periodically review
            these policies and new types of environmental, social and governance
            issues, and decide how we should vote on proposals not covered by
            these policies. When a proxy vote cannot be clearly decided by an
            application of our stated policy, the appropriate Proxy Committee
            will evaluate the proposal. In addition, the Proxy Committees, in
            conjunction with the analyst that covers the company, may contact
            corporate management, interested shareholder groups and others as
            necessary to discuss proxy issues. Members of the Proxy Committees
            include senior investment personnel and representatives of the Legal
            and Compliance Department.

            Different investment philosophies may occasionally result in
            different conclusions being drawn regarding certain proposals and,
            in turn, may result in the Proxy Committees making different voting
            decisions on the same proposal for value and growth holdings.
            Nevertheless, the Proxy Committees always vote proxies with the goal
            of maximizing the value of the securities in client portfolios.

            It is the responsibility of the Proxy Committees to evaluate and
            maintain proxy voting procedures and guidelines, to evaluate
            proposals and issues not covered by these guidelines, to evaluate
            proxies where we face a potential conflict of interest (as discussed
            below), to consider changes in policy and to review the Proxy Voting
            Statement and the Proxy Voting Manual no less frequently than
            annually. In addition, the Proxy Committees meet as necessary to
            address special situations.

      3.2.  Engagement

            In evaluating proxy issues and determining our votes, we welcome and
            seek out the points of view of various parties. Internally, the
            Proxy Committees may consult chief investment officers, directors of
            research, research analysts across our value and growth equity
            platforms, portfolio managers in whose managed accounts a stock is
            held and/or other Investment Policy Group members. Externally, the
            Proxy Committees may consult company management, company directors,
            interest groups, shareholder activists and research providers. If we
            believe an ESG issue is, or is reasonably likely to become,
            material, we engage a company's management to discuss the relevant
            issues.

            Our engagement with companies and interest groups continues to
            expand as we have had more such meetings in the past few years.

      3.3.  Conflicts of Interest

            AllianceBernstein recognizes that there may be a potential conflict
            of interest when we vote a proxy solicited by an issuer whose
            retirement plan we manage or administer, who distributes
            AllianceBernstein-sponsored mutual funds, or with whom we have, or
            one of our employees has, a business or personal relationship that
            may affect (or may be reasonably viewed as affecting) how we vote on
            the issuer's proxy. Similarly, AllianceBernstein may have a
            potentially material conflict of interest when deciding how to vote
            on a proposal sponsored or supported by a shareholder group that is
            a client. We believe that centralized management of proxy voting,
            oversight by the proxy voting committees and adherence to these
            policies ensures that proxies are voted based solely on our clients'
            best interests. Additionally, we have implemented procedures to
            ensure that our votes are not the product of a material conflict of
            interest, including: (i) on an annual basis, the Proxy Committees
            taking reasonable steps to evaluate (A) the nature of
            AllianceBernstein's and our employees' material business and
            personal relationships (and those of our affiliates) with any
            company whose equity securities are held in client accounts and (B)
            any client that has sponsored or has a material interest in a
            proposal upon which we will be eligible to vote; (ii) requiring
            anyone involved in the decision making process to disclose to the
            chairman of the appropriate Proxy Committee any potential conflict
            that he or she is aware of (including personal relationships) and
            any contact that he or she has had with any interested party
            regarding a proxy vote; (iii) prohibiting employees involved in the
            decision making process or vote administration from revealing how we
            intend to vote on a proposal in order to reduce any attempted
            influence from interested parties; and (iv) where a material
            conflict of interests exists, reviewing our proposed vote by
            applying a series of objective tests and, where necessary,
            considering the views of third party research services to ensure
            that our voting decision is consistent with our clients' best
            interests.

            Because under certain circumstances AllianceBernstein considers the
            recommendation of third party research services, the Proxy
            Committees takes reasonable steps to verify that any third party
            research service is, in fact, independent taking into account all of
            the relevant facts and circumstances. This includes reviewing the
            third party research service's conflict management procedures and
            ascertaining, among other things, whether the third party research
            service (i) has the capacity and competency to adequately analyze
            proxy issues, and (ii) can make recommendations in an impartial
            manner and in the best interests of our clients.

      3.4.  Proxies of Certain Non-U.S. Issuers

            Proxy voting in certain countries requires "share blocking."

            Shareholders wishing to vote their proxies must deposit their shares
            shortly before the date of the meeting with a designated depositary.
            During this blocking period, shares that will be voted at the
            meeting cannot be sold until the meeting has taken place and the
            shares are returned to the clients' custodian banks. Absent
            compelling reasons to the contrary, AllianceBernstein believes that
            the benefit to the client of exercising the vote is outweighed by
            the cost of voting (i.e., not being able to sell the shares during
            this period). Accordingly, if share blocking is required we
            generally choose not to vote those shares.

            AllianceBernstein seeks to vote all proxies for securities held in
            client accounts for which we have proxy voting authority. However,
            in non-US markets administrative issues beyond our control may at
            times prevent AllianceBernstein from voting such proxies. For
            example, AllianceBernstein may receive meeting notices after the
            cut-off date for voting or without sufficient time to fully consider
            the proxy. As another example, certain markets require periodic
            renewals of powers of attorney that local agents must have from our
            clients prior to implementing AllianceBernstein's voting
            instructions.

      3.5.  Loaned Securities

            Many clients of AllianceBernstein have entered into securities
            lending arrangements with agent lenders to generate additional
            revenue. AllianceBernstein will not be able to vote securities that
            are on loan under these types of arrangements. However, under rare
            circumstances, for voting issues that may have a significant impact
            on the investment, we may request that clients recall securities
            that are on loan if we determine that the benefit of voting
            outweighs the costs and lost revenue to the client or fund and the
            administrative burden of retrieving the securities.

      3.6. Proxy Voting Records

            Clients may obtain information about how we voted proxies on their
            behalf by contacting their AllianceBernstein administrative
            representative. Alternatively, clients may make a written request
            for proxy voting information to: Mark R. Manley, Senior Vice
            President & Chief Compliance Officer, AllianceBernstein L.P., 1345
            Avenue of the Americas, New York, NY 10105.

            [ALTERNATIVE LANGUAGE FOR U.S. MUTUAL FUNDS]


            You may obtain 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 web site at www.alliancebernstein.com, go to the
            Securities and Exchange Commission's web site at www.sec.gov or call
            AllianceBernstein at (800) 227-4618.


                                                                        Exhibit

                         Statement of Policy Regarding
                             Responsible Investment
                     Principles for Responsible Investment,
                    ESG, and Socially Responsible Investment

1. Introduction
AllianceBernstein L.P. ("AllianceBernstein" or "we") is appointed by our clients
as an investment manager with a fiduciary responsibility to help them achieve
their investment objectives over the long term. Generally, our clients'
objective is to maximize the financial return of their portfolios within
appropriate risk parameters. AllianceBernstein has long recognized that
environmental, social and governance ("ESG") issues can impact the performance
of investment portfolios. Accordingly, we have sought to integrate ESG factors
into our investment process to the extent that the integration of such factors
is consistent with our fiduciary duty to help our clients achieve their
investment objectives and protect their economic interests.

Our policy draws a distinction between how the Principles for Responsible
Investment ("PRI" or "Principles"), and Socially Responsible Investing ("SRI")
incorporate ESG factors. PRI is based on the premise that, because ESG issues
can affect investment performance, appropriate consideration of ESG issues and
engagement regarding them is firmly within the bounds of a mainstream investment
manager's fiduciary duties to its clients. Furthermore, PRI is intended to be
applied only in ways that are consistent with those mainstream fiduciary duties.

SRI, which refers to a spectrum of investment strategies that seek to integrate
ethical, moral, sustainability and other non-financial factors into the
investment process, generally involves exclusion and/or divestment, as well as
investment guidelines that restrict investments. AllianceBernstein may accept
such guideline restrictions upon client request.

2. Approach to ESG
Our long-standing policy has been to include ESG factors in our extensive
fundamental research and consider them carefully when we believe they are
material to our forecasts and investment decisions. If we determine that these
aspects of an issuer's past, current or anticipated behavior are material to its
future expected returns, we address these concerns in our forecasts, research
reviews, investment decisions and engagement. In addition, we have
well-developed proxy voting policies that incorporate ESG issues and engagement.

3. Commitment to the PRI
In recent years, we have gained greater clarity on how the PRI initiative, based
on information from PRI Advisory Council members and from other signatories,
provides a framework for incorporating ESG factors into investment research and
decision-making. Furthermore, our industry has become, over time, more aware of
the importance of ESG factors. We acknowledge these developments and seek to
refine what has been our process in this area.

After careful consideration, we determined that becoming a PRI signatory would
enhance our current ESG practices and align with our fiduciary duties to our
clients as a mainstream investment manager. Accordingly, we became a signatory,
effective November 1, 2011.

In signing the PRI, AllianceBernstein as an investment manager publicly commits
to adopt and implement all six Principles, where consistent with our fiduciary
responsibilities, and to make progress over time on implementation of the
Principles.

The six Principles are:

1. We will incorporate ESG issues into investment research and decision-making
processes. AllianceBernstein Examples: ESG issues are included in the research
analysis process. In some cases, external service providers of ESG-related tools
are utilized; we have conducted proxy voting training and will have continued
and expanded training for investment professionals to incorporate ESG issues
into investment analysis and decision-making processes across our firm.

2. We will be active owners and incorporate ESG issues into our ownership
policies and practices.

AllianceBernstein Examples: We are active owners through our proxy voting
process (for additional information, please refer to our Statement of Policies
and Procedures for Proxy Voting Manual); we engage issuers on ESG matters in our
investment research process (we define "engagement" as discussions with
management about ESG issues when they are, or we believe they are reasonably
likely to become, material).

3. We will seek appropriate disclosure on ESG issues by the entities in which we
invest.

AllianceBernstein Examples: Generally, we support transparency regarding ESG
issues when we conclude the disclosure is reasonable. Similarly, in proxy
voting, we will support shareholder initiatives and resolutions promoting ESG
disclosure when we conclude the disclosure is reasonable.

4. We will promote acceptance and implementation of the Principles within the
investment industry.

AllianceBernstein Examples: By signing the PRI, we have taken an important first
step in promoting acceptance and implementation of the six Principles within our
industry.

5. We will work together to enhance our effectiveness in implementing the
Principles.

AllianceBernstein Examples: We will engage with clients and participate in
forums with other PRI signatories to better understand how the PRI are applied
in our respective businesses. As a PRI signatory, we have access to information,
tools and other signatories to help ensure that we are effective in our
endeavors to implement the PRI.

6. We will report on our activities and progress towards implementing the
Principles. AllianceBernstein Examples: We will respond to the 2012 PRI
questionnaire and disclose PRI scores from the questionnaire in response to
inquiries from clients and in requests for proposals; we will provide examples
as requested concerning active ownership activities (voting, engagement or
policy dialogue).

4. RI Committee
Our firm's RI Committee provides AllianceBernstein stakeholders, including
employees, clients, prospects, consultants and service providers alike, with a
resource within our firm on which they can rely for information regarding our
approach to ESG issues and how those issues are incorporated in different ways
by the PRI and SRI. Additionally, the RI Committee is responsible for assisting
AllianceBernstein personnel to further implement our firm's RI policies and
practices, and, over time, to make progress on implementing all six Principles.

The RI Committee has a diverse membership, including senior representatives from
investments, distribution/sales and legal. The Committee is chaired by Linda
Giuliano, Senior Vice President and Chief Administrative Officer-Equities.

If you have questions or desire additional information about this Policy, we
encourage you to contact the RI Committee at RIinquiries@alliancebernstein.com
or reach out to a Committee member:

Erin Bigley: SVP-Fixed Income, New York
Alex Chaloff: SVP-Private Client, Los Angeles
Nicholas Davidson: SVP-Value, London
Kathy Fisher: SVP-Private Client, New York
Linda Giuliano: SVP-Equities, New York
Christopher Kotowicz: VP-Growth, Chicago
David Lesser: VP-Legal, New York
Mark Manley: SVP-Legal, New York
Takuji Oya: VP-Growth, Japan
Guy Prochilo: SVP-Institutional Investments, New York
Nitish Sharma: VP-Institutional Investments, Australia
Liz Smith: SVP-Institutional Investments, New York
Chris Toub: SVP-Equities, New York
Willem Van Gijzen: VP-Institutional Investments, Netherlands


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