ALLIANCEBERNSTEIN

                                         ALLIANCEBERNSTEIN BLENDED STYLE SERIES
                                                   ALLIANCEBERNSTEIN BOND FUNDS
                                            ALLIANCEBERNSTEIN EXCHANGE RESERVES
                                  ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH FUND
                                       ALLIANCEBERNSTEIN GREATER CHINA `97 FUND
                                                 ALLIANCEBERNSTEIN GROWTH FUNDS
                                  ALLIANCEBERNSTEIN MUNICIPAL INCOME PORTFOLIOS
                                   ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO
                                                  ALLIANCEBERNSTEIN VALUE FUNDS
                                        ALLIANCEBERNSTEIN RETIREMENT STRATEGIES
                                            ALLIANCEBERNSTEIN WEALTH STRATEGIES
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Supplement dated December 1, 2008 to:

The  AllianceBernstein  Municipal Income Portfolios Prospectus offering Class A,
Class  B,  Class  C  and  Advisor  Class  shares  dated  February  1,  2008,  as
supplemented  August  6,  2008 and  September  24,  2008,  of  AllianceBernstein
Municipal Income Fund and AllianceBernstein Municipal Income Fund II;

The AllianceBernstein  Value Funds Prospectus offering Class A, Class B, Class C
and Advisor Class shares dated March 3, 2008, as  supplemented  May 13, 2008, of
AllianceBernstein  Value  Fund,  AllianceBernstein  Small/Mid  Cap  Value  Fund,
AllianceBernstein  Growth and Income Fund,  AllianceBernstein  Focused  Growth &
Income Fund, AllianceBernstein Balanced Shares, AllianceBernstein Utility Income
Fund,  AllianceBernstein  Global Real Estate Investment Fund,  AllianceBernstein
International Value Fund and AllianceBernstein Global Value Fund;

The  AllianceBernstein  Bond Funds Prospectus offering Class A, Class B, Class C
and Advisor Class shares dated January 28, 2008, as supplemented  June 26, 2008,
of the AllianceBernstein  Intermediate Bond Fund,  AllianceBernstein Global Bond
Fund, AllianceBernstein Diversified Yield Fund and AllianceBernstein High Income
Fund;

The AllianceBernstein Growth Funds Prospectus offering Class A, Class B, Class C
and Advisor  Class  dated  November 3, 2008 of  AllianceBernstein  Growth  Fund,
AllianceBernstein Large Cap Growth Fund,  AllianceBernstein Small/Mid Cap Growth
Fund,  AllianceBernstein Global Growth Fund and AllianceBernstein  International
Growth Fund;

The Prospectus offering Class A, Class B, Class C and Advisor Class shares dated
November 3, 2008 of AllianceBernstein Greater China `97 Fund;

The Prospectus offering Class A, Class B, Class C, Class R, Class K, Class I and
Advisor Class shares dated November 3, 2008 of AllianceBernstein Global Thematic
Growth Fund;

The Prospectus offering Class A, Class B, Class C, Class R, Class K, Class I and
Advisor  Class  shares  dated  November 3, 2008 of  AllianceBernstein  Small Cap
Growth Portfolio;


The AllianceBernstein Blended Style Series Prospectus offering Class A, Class B,
Class C and Advisor Class shares dated December 31, 2007, as  supplemented  July
15, 2008, of U.S. Large Cap Portfolio;

The  AllianceBernstein  Retirement Strategies Prospectus offering Class A, Class
B, Class C and Advisor Class shares dated December 24, 2007, as supplemented May
6,  2008 and July  15,  2008,  of the  AllianceBernstein  Retirement  Strategies
Series;

The  AllianceBernstein  Wealth Strategies  Prospectus offering Class A, Class B,
Class C and Advisor Class shares dated December 31, 2007, as  supplemented  July
15, 2008, of the AllianceBernstein Wealth Strategies Series; and

The Prospectus offering Class A, Class B, Class C and Advisor Class shares dated
February 1, 2008,  as amended  October 6, 2008,  of  AllianceBernstein  Exchange
Reserves.

All of the funds listed above are hereinafter referred to as the "Funds".

                                    * * * * *

The following  information amends certain  information in the Prospectuses under
the heading " HOW TO BUY SHARES Class A, Class B and Class C Shares".

Effective  January  31,  2009,  sales  of  Class B  shares  of the  Funds to new
investors  will be  suspended.  Class B shares  will only be 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) by Class B shareholders  as of January 31, 2009. The ability to establish a
new Automatic  Investment Program for accounts containing Class B shares will be
suspended as of January 31, 2009.

                                    * * * * *

The following  information amends certain  information in the Prospectuses under
the heading "Class B Shares - Deferred Sales Charge Alternative".

Class B Shares
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Effective  January  31,  2009,  sales  of  Class B  shares  of the  Funds to new
investors  will be  suspended.  Class B shares  will only be 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) by Class B shareholders  as of January 31, 2009. The ability to establish a
new Automatic  Investment Program for accounts containing Class B shares will be
suspended as of January 31, 2009.

                                    * * * * *

The following information amends certain information in the Prospectuses under
the heading " CDSC WAIVERS AND OTHER PROGRAMS Reinstatement Privilege".

The reinstatement privilege for Class B shares will no longer be available after
January 31, 2009.

                                    * * * * *

This Supplement should be read in conjunction with the Prospectus for the Funds.

You should retain this Supplement with your Prospectus for future reference.

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



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