UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05088

The AllianceBernstein Portfolios

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: August 31, 2012

Date of reporting period: August 31, 2012

ITEM 1. REPORTS TO STOCKHOLDERS.

ANNUAL REPORT

AllianceBernstein

Tax-Managed Wealth Strategies

Wealth Appreciation Strategy

Balanced Wealth Strategy

Conservative Wealth Strategy

August 31, 2012

Annual Report

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

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

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

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

October 22, 2012

Annual Report

This report provides management’s discussion of fund performance for the portfolios of AllianceBernstein Tax-Managed Wealth Strategies (the “Strategies” and individually a “Strategy”) for the annual reporting period ended August 31, 2012.

AllianceBernstein Tax-Managed Wealth Appreciation Strategy

Investment Objective and Policies

AllianceBernstein Tax-Managed Wealth Appreciation Strategy’s investment objective is long-term growth of capital. The Strategy invests in a portfolio of equity securities that is designed as a solution for investors who seek tax-efficient equity returns but also want broad diversification of the related risks across styles, capitalization ranges and geographic regions. In managing the Strategy, AllianceBernstein L.P. (the “Adviser”) efficiently diversifies between growth and value equity investment styles, and between U.S. and non-U.S. markets. Normally, the Strategy targets an equal weighting of growth and value style stocks (50% each), with approximately 60% of each equity style invested in U.S. companies and the remaining 40% in non-U.S. companies. The Adviser will allow the relative weightings of the Strategy’s growth and value components, and U.S. and non-U.S. companies (and the subcomponents defined by capitalization ranges) to change in response to market conditions, but ordinarily only by ±5% of the portfolio. Beyond those ranges, the Adviser will rebalance the portfolio toward the targeted blends. However, under

extraordinary circumstances, such as when the Adviser believes that market conditions favoring one investment style are compelling, the range may expand to ±10% of the portfolio.

The Strategy invests approximately 20% of its assets in the AllianceBernstein Pooling Portfolios—AllianceBernstein Volatility Management Portfolio (the “Portfolio”), which is managed by the Adviser. The Portfolio is designed to reduce the overall effect of equity market volatility on the Strategy’s portfolio and the effects of adverse market conditions on its performance. The Portfolio will normally be considered to be part of the Strategy’s equity asset allocation. Under normal market conditions, the Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Portfolio’s equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy’s investments in equity securities.

The Strategy also may enter into forward commitments, make short sales of securities or maintain a short position, invest in rights or warrants, and may invest in the securities of companies in emerging markets.

Effective January 1, 2012, the Strategy’s secondary benchmark changed to the Morgan Stanley Capital International (“MSCI”) All Country World Index (“ACWI”) ex-U.S. from the MSCI Europe Australasia Far East (“EAFE”) Index. Its composite benchmark changed from 70%

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 1

Standard & Poor’s (“S&P”) 500 Index/30% MSCI EAFE Index to 60% S&P 500 Index/40% MSCI ACWI ex-U.S.

AllianceBernstein Tax-Managed Balanced Wealth Strategy Investment Objective and Policies

AllianceBernstein Tax-Managed Balanced Wealth Strategy’s investment objective is to achieve the highest total return consistent with the Adviser’s determination of reasonable risk. The Strategy invests in a portfolio of equity and debt securities that is designed as a solution for investors who seek a moderate tilt toward tax-efficient equity returns but also want the risk diversification offered by tax-exempt debt securities and the broad diversification of their equity risk across styles, capitalization ranges and geographic regions. In managing the Strategy, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile of the Strategy. The Strategy targets a weighting of 50% equities and 50% tax-exempt debt securities with a goal of providing moderate upside potential without excessive volatility.

Within the Strategy’s equity component, the targeted blend is an equal weighting of growth and value style stocks (50% each), with approximately 60% of each equity style invested in U.S. companies and the remaining 40% in non-U.S. companies. The Adviser will allow the relative weightings of the Strategy’s debt and equity components, the equity component’s growth and value and U.S. and non-U.S. companies’ weightings (and

the equity subcomponents defined by capitalization ranges) to change in response to market conditions, but ordinarily only by ±5% of the portfolio. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to ±10% of the portfolio.

The Strategy invests approximately 15% of its assets in the AllianceBernstein Pooling Portfolios—AllianceBernstein Volatility Management Portfolio (the “Portfolio”), which is managed by the Adviser. The Portfolio is designed to reduce the overall effect of equity market volatility on the Strategy’s portfolio and the effects of adverse market conditions on its performance. The Portfolio will normally be considered to be part of the Strategy’s equity asset allocation. Under normal market conditions, the Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Portfolio’s equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy’s investments in equity securities.

The Strategy intends to meet the tax requirement for passing municipal bond interest through to Strategy shareholders as tax exempt interest dividends (currently requires that at least 50% of the Strategy’s assets be invested in tax-exempt debt securities). In the event that the Internal Revenue Code or the related rules, regulations and interpretations of the Internal Revenue Service

2 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

should, in the future, change so as to permit the Strategy to pass through tax-exempt dividends when the Strategy invests less than 50% of its assets in tax-exempt debt securities, the targeted blend for the Strategy will become 60% equity securities and 40% debt securities.

With the goal of protecting against inflation risk, the Strategy may (i) allocate approximately 10% of the Strategy’s portfolio from traditional municipal bonds to inflation-protected securities, including inflation-protected municipal securities, (ii) enter into inflation (“CPI”) swap agreements or other types of swap agreements that the Adviser believes offer protection against inflation risk, with a combined notional amount of approximately 10% of the Strategy’s assets, or (iii) use a combination of the foregoing so that approximately 10% of the Strategy’s assets are “inflation-protected”.

The Strategy also may enter into forward commitments, make short sales of securities or maintain a short position, invest in rights and warrants, and invest up to 10% of its total assets in the securities of companies in emerging markets.

Effective January 1, 2012, the Strategy’s primary benchmark changed from the S&P 500 Index to the Barclays Capital (“BC”) 5-Year General Obligation (“GO”) Municipal Bond Index. Its composite benchmark is 50% BC 5-Year GO Municipal Bond Index /50% S&P 500 Index.

AllianceBernstein Tax-Managed Conservative Wealth Strategy Investment Objective and Policies

AllianceBernstein Tax-Managed Conservative Wealth Strategy’s investment objective is to achieve a high total return without, in the opinion of the Adviser, undue risk to principal. The Strategy invests in a portfolio of equity and debt securities that is designed as a solution for investors who seek some opportunity for tax-efficient equity returns if the related risks are broadly diversified and overall portfolio volatility reflects a preponderance of debt securities. The Strategy targets a weighting of 30% equity securities and 70% tax-exempt debt securities with a goal of providing reduced volatility and modest upside potential. In managing the Strategy, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile of the Strategy. Within the equity component, the Strategy’s targeted blend is an equal weighting of growth and value style stocks (50% each), with approximately 60% of each equity style invested in U.S. companies and the remaining 40% in non-U.S. companies. The Adviser will allow the relative weightings of the Strategy’s debt and equity components, the equity component’s growth and value weightings and U.S. and non-U.S. companies (and the equity subcomponents defined by capitalization ranges) to change in response to market conditions, but ordinarily only by ±5% of the portfolio. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to ±10% of the portfolio.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 3

The Strategy invests approximately 10% of its assets in the AllianceBernstein Pooling Portfolios—AllianceBernstein Volatility Management Portfolio (the “Portfolio”), which is managed by the Adviser. The Portfolio is designed to reduce the overall effect of equity market volatility on the Strategy’s portfolio and the effects of adverse market conditions on its performance. The Portfolio will normally be considered to be part of the Strategy’s equity asset allocation. Under normal market conditions, the Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Portfolio’s equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy’s investments in equity securities.

All fixed-income securities held by the Strategy will be of investment grade at the time of purchase. In the event that the rating of any security held by the Strategy falls below investment grade, the Strategy will not be obligated to dispose of such security and may continue to hold the obligation if, in the opinion of the Adviser, such investment is appropriate under the circumstances.

With the goal of protecting against inflation risk, the Strategy may (i) allocate approximately 10% of the Strategy’s portfolio from traditional municipal bonds to inflation-protected securities, including inflation-protected municipal securities, (ii) enter into inflation (“CPI”) swap agreements or other types of swap agreements that the

Adviser believes offer protection against inflation risk, with a combined notional amount of approximately 10% of the Strategy’s assets, or (iii) use a combination of the foregoing so that approximately 10% of the Strategy’s assets are inflation-protected.

The Strategy also may enter into forward commitments, make short sales of securities or maintain a short position, invest in rights or warrants, and invest up to 10% of its total assets in the securities of companies in emerging markets.

Investment Results

The tables on pages 10-15 show performance for each Strategy compared to their respective benchmarks for the six- and 12-month periods ended August 31, 2012. Each Strategy’s composite benchmark is as follows: AllianceBernstein Tax-Managed Wealth Appreciation Strategy, 60% S&P 500 Index/40% MSCI ACWI ex-U.S.; AllianceBernstein Tax-Managed Balanced Wealth Strategy, 50% S&P 500 Index/50% BC 5-Year GO Municipal Bond Index; and AllianceBernstein Tax-Managed Conservative Wealth Strategy, 70% BC 5-Year GO Municipal Bond Index/30% S&P 500 Index.

For the 12-month period ended August 31, 2012, the Strategies all rose in absolute terms. Class A shares of the Tax-Managed Wealth Appreciation Strategy underperformed its primary benchmark, the S&P 500, and Class A shares of the Tax-Managed Balanced Wealth and Tax-Managed Conservative Wealth outperformed their primary benchmark, the BC

4 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

5-Year GO Municipal Bond Index, before sales charges. At the component level, equity sleeves—U.S. Value, Non-U.S. Value and Non-U.S. Growth—trailed their style benchmarks, with non-U.S. Value detracting most heavily from performance, as international equities fell for much of the last 12 months on deteriorating macroeconomic conditions. Inflation-Protection Bonds detracted significantly from the Tax Managed Conservative Wealth Strategy as well. Intermediate-Term Municipal Bonds boosted the performance of the Tax-Managed Balanced Wealth and the Tax-Managed Conservative Wealth Strategies, the latter of which also benefited from holding Short-Term Municipal Bonds.

For the six-month period ended August 31, 2012, all Strategies fell in absolute terms and Class A shares of all Strategies underperformed their primary benchmarks, before sales charges. At the component level, Non-U.S. Growth outperformed in all of the Strategies, while U.S. Value and Non-U.S. Value lagged in all three Strategies. Inflation-Protection Bonds underperformed in Tax-Managed Balanced Wealth and Tax-Managed Conservative Wealth Strategies while Intermediate-Term Municipal Bonds outperformed in Tax-Managed Balanced Wealth and Conservative Wealth Strategies. Short-Term Municipal Bonds outperformed in Tax-Managed Conservative Wealth Strategy.

The Tax-Managed Balanced Wealth Strategy used interest rate swaps for

hedging purposes, and this detracted from returns for both periods. The Tax-Managed Conservative Wealth Strategy used interest rates swaps for hedging purposes, and this added to returns for the six-month period and detracted from returns for the 12-month period. All Strategies used futures for hedging purposes, and this added to performance for the six- and 12 month periods; forwards for hedging and investment purposes and this detracted from performance for both the six- and 12-month periods; purchased options for hedging purposes and this detracted from performance for both the six- and 12-month periods; written options for hedging purposes and this added to performance for both the six- and 12-month periods.

Market Review and Investment Strategy

Amid eroding investor confidence, debt overhang continued to weigh on the U.S. and Europe and growth in emerging markets slowed during the 12-month period. In the final months of 2011, encouraging U.S. economic data suggesting that the world’s largest economy may be gaining momentum, coupled with supportive actions by the European Central Bank (“ECB”), ignited a relief rally that carried over into the first three months of 2012. However, the market upturn ended in April on the return of worries that the euro area was teetering on the brink of disintegration due to the possible exit of Greece from the common currency union and Spain’s deepening banking crisis. A rescue plan put forth in June by European political leaders to tentatively address

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 5

the structural imbalances in the euro area, along with a vow made the following month by the head of the ECB to do “whatever it takes” within the institution’s mandate to preserve the beleaguered euro, boosted market sentiment and led to another rally that extended into the end of August.

The Value Team has navigated current market conditions by investing across a wide range of sectors with an eye toward risk control in light of the recent volatility. The large move, together with investors’ focus on macro-economic factors rather than company-specific issues, has created a wide dispersion in valuations. The value components are positioned in stocks that combine low valuation, both absolute and relative to the market, together with high quality as characterized by cash flow and balance sheet strength. Meanwhile, the Growth Team continued to focus on companies they believe have solid, durable growth potential, sustainable competitive advantages and high return on invested

capital. The superior longer-term growth of these holdings is bolstered by exposure to powerful long-term secular trends such as the rising affluence and elevated spending habits of the middle-class consumer in developing countries. At the same time, the Growth Team remained underweight in some of what it regards as the riskier areas of the market. These include parts of the financial sector, where the Growth Team believes further fundraising and restructuring are likely to continue to depress share prices. The Growth Team also remains generally underweight in the euro area, where uncertainty over the economic and currency outlooks will likely persist.

The Multi-Asset Solution Team remained focused on a long-term strategy: combining low correlation asset classes, blending growth and value investment styles, globalizing its holdings and ensuring the Strategies are aligned with their strategic asset allocation targets over time through a disciplined rebalancing process.

6 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

The municipal components may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most fund insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of August 31, 2012, the Strategies’ percentages of total investments in insured bonds and in insured bonds that have been prerefunded are as follows:

Portfolio	Insured Bonds*			Prerefunded/ ETM** Bonds
Tax- Managed Balanced Wealth Strategy		26.7	%		7.6	%
Tax- Managed Conservative Wealth Strategy		16.1	%		13.0	%

* Breakdowns expressed as a percentage of investments in municipal bonds.

** Escrowed to maturity.

The Municipal Bond Investment Team believes that downgrades in insurance company ratings or insurance company insolvencies present limited risk to the Strategies. The municipal components generally invest in investment-grade, as the underlying credit quality of the insured municipal securities reduces the risk of a significant reduction in the value of the insured municipal security.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 7

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged S&P 500^® Index, the unmanaged MSCI ACWI ex-U.S., and the unmanaged BC 5-Year GO Municipal Bond Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. The BC 5-Year GO Municipal Bond Index represents the performance of long-term, investment-grade tax-exempt bonds with maturities ranging from four to six years. The MSCI ACWI ex-U.S. (free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets, excluding the United States. Net returns include the reinvestment of dividends after deduction of non-U.S. withholding tax; gross returns include reinvestment of dividends prior to such deduction. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Strategies.

A Word About Risk

The Strategies may employ strategies that take into account the tax impact of buy and sell decisions on the Strategies’ shareholders. While the Strategies seek to maximize after-tax returns, there can be no assurance that the strategies will be effective, and the use of these strategies may affect the gross returns of the Strategies. The Strategies may not be suitable for tax-advantaged accounts, such as qualified retirement plans. The Strategies allocate their investments among multiple asset classes which will include U.S. and foreign securities. AllianceBernstein Tax-Managed Balanced Wealth Strategy and AllianceBernstein Tax-Managed Conservative Wealth Strategy will include both equity and fixed-income securities.

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

Foreign (Non-U.S.) Risk: The Strategies’ investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors. These risks may be heightened if the Strategy invests in securities of emerging market countries.

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

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

Allocation Risk: The allocation of investments among different investment styles, such as equity or debt, growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy’s net asset value when one of these investments is performing more poorly than another.

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

8 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

income securities with lower credit ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Credit Risk: (Tax-Managed Balanced Wealth and Tax-Managed Conservative Wealth Strategies) An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

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

Municipal Market Risk: (Tax-Managed Balanced Wealth and Tax-Managed Conservative Wealth Strategies) This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Strategies’ investments in municipal securities. These factors include economic conditions, political or legislative changes, uncertainties related to the tax status of municipal securities, or the rights of investors in these securities. Recent adverse economic conditions have not affected the Strategies’ investments or performance. To the extent that the Strategies invest more of their assets in a particular state’s municipal securities, the Strategies may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism and catastrophic natural disasters, such as hurricanes or earthquakes. The Strategies’ investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Derivatives Risk: (Tax-Managed Balanced Wealth and Tax-Managed Conservative Wealth Strategies) Investments in derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Strategies and may be subject to counterparty risk to a greater degree than more traditional investments.

These risks are fully discussed in the Strategies’ prospectus.

An Important Note About Historical Performance

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

All fees and expenses related to the operation of the Strategies have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Strategies’ quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

(Disclosures, Risks and Note about Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 9

Disclosures and Risks

TAX-MANAGED WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

THE STRATEGY VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Tax-Managed Wealth Appreciation Strategy*
Class A		-3.26%		5.76%
Class B**		-3.56%		5.08%
Class C		-3.55%		5.09%
Advisor Class†		-3.17%		6.04%
Primary Benchmark: S&P 500 Index		4.14%		18.00%
Secondary Benchmark: MSCI ACWI ex-U.S.		-5.66%		-1.92%
Composite Benchmark: 60% S&P 500 Index /40% MSCI ACWI ex-U.S.		0.17%		9.74%
*    Includes the impact of proceeds received and credited to the Strategy resulting from class action settlements, which enhanced the performance of all share classes of the Strategy for six- and 12- month periods ended August 31, 2012 by 0.01%. **  Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. See Note A for additional information. †     Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

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Historical Performance

TAX-MANAGED WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY

9/2/03* TO 8/31/12

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Tax-Managed Wealth Appreciation Strategy Class A shares (from 9/2/03* to 8/31/12) as compared to the performance of the Strategy’s individual benchmarks, in addition to the composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

* Inception date: 9/2/03.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 11

Historical Performance

TAX-MANAGED BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

THE STRATEGY VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Tax-Managed Balanced Wealth Strategy*
Class A		-1.00%		5.26%
Class B**		-1.44%		4.49%
Class C		-1.37%		4.48%
Advisor Class†		-0.93%		5.58%
Primary Benchmark: BC 5-Year GO Municipal Bond Index		0.88%		3.35%
Secondary Benchmark: S&P 500 Index		4.14%		18.00%
Composite Benchmark: 50% BC 5-Year GO Municipal Bond Index/50% S&P 500 Index		2.61%		10.82%
*    Includes the impact of proceeds received and credited to the Strategy resulting from class action settlements, which enhanced the performance of all share classes of the Strategy for six- and 12- month periods ended August 31, 2012 by 0.02%. **  Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. See Note A for additional information. †      Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

12 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

TAX-MANAGED BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY

8/31/02 TO 8/31/12

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Tax-Managed Balanced Wealth Strategy Class A shares (from 8/31/02 to 8/31/12) as compared to the performance of the Strategy’s individual benchmarks, in addition to the composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 13

Historical Performance

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

THE STRATEGY VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Tax-Managed Conservative Wealth Strategy*
Class A		-0.53%		3.72%
Class B**		-0.89%		2.93%
Class C		-0.89%		3.02%
Advisor Class†		-0.38%		4.04%
Primary Benchmark: BC 5-Year GO Municipal Bond Index		0.88%		3.35%
Secondary Benchmark: S&P 500 Index		4.14%		18.00%
Composite Benchmark: 70% BC 5-Year GO Municipal Bond Index/30% S&P 500 Index		1.94%		7.86%
*    Includes the impact of proceeds received and credited to the Strategy resulting from class action settlements, which enhanced the performance of all share classes of the Strategy for six- and 12-month periods ended August 31, 2012 by 0.01%. **  Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. See Note A for additional information. †      Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

14 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY 8/31/02 TO 8/31/12

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Tax-Managed Conservative Wealth Strategy Class A shares (from 8/31/02 to 8/31/12) as compared to the performance of the Strategy’s individual benchmarks, in addition to the composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 15

Historical Performance

TAX-MANAGED WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		5.76	%		1.30	%
5 Years		-4.13	%		-4.97	%
Since Inception*		3.11	%		2.62	%
Class B Shares
1 Year		5.08	%		1.08	%
5 Years		-4.84	%		-4.84	%
Since Inception*(a)		2.45	%		2.45	%
Class C Shares
1 Year		5.09	%		4.09	%
5 Years		-4.81	%		-4.81	%
Since Inception*		2.40	%		2.40	%
Advisor Class Shares†
1 Year		6.04	%		6.04	%
5 Years		-3.87	%		-3.87	%
Since Inception*		3.42	%		3.42	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 1.05%, 1.81%, 1.78% and 0.77% for Class A, Class B, Class C and Advisor Class shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

* Inception date: 9/2/03.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  This share class is offered at NAV to eligible investors and its SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

16 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

TAX-MANAGED WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns
Class A Shares
1 Year		14.99	%
5 Years		-5.33	%
Since Inception*		2.90	%
Class B Shares
1 Year		15.23	%
5 Years		-5.22	%
Since Inception*(a)		2.73	%
Class C Shares
1 Year		18.33	%
5 Years		-5.20	%
Since Inception*		2.66	%
Advisor Class Shares†
1 Year		20.49	%
5 Years		-4.26	%
Since Inception*		3.69	%

* Inception date: 9/2/03.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 17

Historical Performance

TAX-MANAGED WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

RETURNS AFTER TAXES ON DISTRIBUTIONS AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	Returns
Class A Shares
1 Year		14.76	%
5 Years		-5.57	%
Since Inception*		2.72	%
Class B Shares
1 Year		15.16	%
5 Years		-5.35	%
Since Inception*(a)		2.61	%
Class C Shares
1 Year		18.25	%
5 Years		-5.33	%
Since Inception*		2.56	%
Advisor Class Shares†
1 Year		20.18	%
5 Years		-4.55	%
Since Inception*		3.47	%
RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
Class A Shares
1 Year		10.00	%
5 Years		-4.45	%
Since Inception*		2.50	%
Class B Shares
1 Year		9.98	%
5 Years		-4.35	%
Since Inception*(a)		2.36	%
Class C Shares
1 Year		12.01	%
5 Years		-4.33	%
Since Inception*		2.30	%
Advisor Class Shares†
1 Year		13.66	%
5 Years		-3.58	%
Since Inception*		3.19	%

* Inception date: 9/2/03.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed above.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

18 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

TAX-MANAGED BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		5.26	%		0.76	%
5 Years		1.06	%		0.19	%
10 Years		4.30	%		3.85	%
Class B Shares
1 Year		4.49	%		0.49	%
5 Years		0.31	%		0.31	%
10 Years(a)		3.70	%		3.70	%
Class C Shares
1 Year		4.48	%		3.48	%
5 Years		0.34	%		0.34	%
10 Years		3.56	%		3.56	%
Advisor Class Shares†
1 Year		5.58	%		5.58	%
5 Years		1.34	%		1.34	%
Since Inception*		4.18	%		4.18	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 1.17%, 1.89%, 1.87% and 0.87% for Class A, Class B, Class C and Advisor Class shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  This share class is offered at NAV to eligible investors and its SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed below.

* Inception date: 9/2/03.

Until 9/2/03 this Strategy was managed using a different investment strategy. Most notably the Strategy was not tax-managed. As a result, the long-term returns shown are not reflective of returns that would have occurred using the Strategies’ current tax-managed strategy. In all likelihood, returns would have been lower than those shown if the Strategy had been using a tax-managed strategy.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 19

Historical Performance

TAX-MANAGED BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns
Class A Shares
1 Year		6.77	%
5 Years		-0.07	%
10 Years		4.71	%
Class B Shares
1 Year		6.76	%
5 Years		0.06	%
10 Years(a)		4.57	%
Class C Shares
1 Year		9.74	%
5 Years		0.08	%
10 Years		4.43	%
Advisor Class Shares†
1 Year		11.81	%
5 Years		1.09	%
Since Inception*		4.30	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed below.

* Inception date: 9/2/03.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

20 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

TAX-MANAGED BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

RETURNS AFTER TAXES ON DISTRIBUTIONS AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	Returns
Class A Shares
1 Year		6.21	%
5 Years		-0.27	%
10 Years		4.52	%
Class B Shares
1 Year		6.49	%
5 Years		-0.05	%
10 Years(a)		4.45	%
Class C Shares
1 Year		9.42	%
5 Years		-0.03	%
10 Years		4.34	%
Advisor Class Shares†
1 Year		11.10	%
5 Years		0.86	%
Since Inception*		4.13	%
RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
Class A Shares
1 Year		4.45	%
5 Years		0.00	%
10 Years		4.16	%
Class B Shares
1 Year		4.45	%
5 Years		0.11	%
10 Years(a)		4.02	%
Class C Shares
1 Year		6.38	%
5 Years		0.12	%
10 Years		3.91	%
Advisor Class Shares†
1 Year		7.73	%
5 Years		1.00	%
Since Inception*		3.84	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed below.

* Inception date: 9/2/03.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 21

Historical Performance

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		3.72	%		-0.72	%
5 Years		1.51	%		0.62	%
10 Years		3.33	%		2.88	%
Class B Shares
1 Year		2.93	%		-1.07	%
5 Years		0.77	%		0.77	%
10 Years(a)		2.75	%		2.75	%
Class C Shares
1 Year		3.02	%		2.02	%
5 Years		0.79	%		0.79	%
10 Years		2.61	%		2.61	%
Advisor Class Shares†
1 Year		4.04	%		4.04	%
5 Years		1.81	%		1.81	%
Since Inception*		3.42	%		3.42	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 1.35%, 2.07%, 2.05% and 1.05% for Class A, Class B and Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Strategies’ annual operating expense ratios to 1.20%, 1.90%, 1.90% and 0.90% for Class A, Class B, Class C and Advisor Class, respectively. These waivers/reimbursements extend through the Strategies’ current fiscal year and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  This share class is offered at NAV to eligible investors and its SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed below.

* Inception date: 9/2/03.

Until 9/2/03 this Strategy was managed using a different investment strategy. Most notably the Strategy was not tax-managed. As a result, the long-term Returns shown are not reflective of returns that would have occurred using the Strategies’ current tax-managed strategy. In all likelihood, returns would have been lower than those shown if the Strategy had been using a tax-managed strategy.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

22 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns
Class A Shares
1 Year		3.21	%
5 Years		0.42	%
10 Years		3.19	%
Class B Shares
1 Year		2.97	%
5 Years		0.57	%
10 Years(a)		3.04	%
Class C Shares
1 Year		5.96	%
5 Years		0.59	%
10 Years		2.90	%
Advisor Class Shares†
1 Year		8.12	%
5 Years		1.61	%
Since Inception*		3.50	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed below.

* Inception date: 9/2/03.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 23

Historical Performance

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

RETURNS AFTER TAXES ON DISTRIBUTIONS AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	Returns
Class A Shares
1 Year		2.82%
5 Years		0.17%
10 Years		2.94%
Class B Shares
1 Year		2.88%
5 Years		0.41%
10 Years(a)		2.84%
Class C Shares
1 Year		5.84%
5 Years		0.43%
10 Years		2.74%
Advisor Class Shares†
1 Year		7.59%
5 Years		1.33%
Since Inception*		3.29%
RETURNS AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
Class A Shares
1 Year		2.15%
5 Years		0.46%
10 Years		2.82%
Class B Shares
1 Year		1.99%
5 Years		0.57%
10 Years(a)		2.66%
Class C Shares
1 Year		3.94%
5 Years		0.58%
10 Years		2.55%
Advisor Class Shares†
1 Year		5.34%
5 Years		1.49%
Since Inception*		3.16%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception date for this share class is listed below.

* Inception date: 9/2/03.

See Disclosures, Risks and Note about Historical Performance on pages 8-9.

24 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Historical Performance

FUND EXPENSES

(unaudited)

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

Tax-Managed Wealth Appreciation Strategy

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	967.40	$	5.34		1.08	%
Hypothetical**	$	1,000	$	1,019.71	$	5.48		1.08	%
Class B
Actual	$	1,000	$	964.40	$	8.99		1.82	%
Hypothetical**	$	1,000	$	1,015.99	$	9.22		1.82	%
Class C
Actual	$	1,000	$	964.50	$	8.84		1.79	%
Hypothetical**	$	1,000	$	1,016.14	$	9.07		1.79	%
Advisor Class
Actual	$	1,000	$	968.30	$	3.86		0.78	%
Hypothetical**	$	1,000	$	1,021.22	$	3.96		0.78	%

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 25

Fund Expenses

FUND EXPENSES

(unaudited)

(continued from previous page)

Tax-Managed Balanced Wealth Strategy

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	990.00	$	5.90		1.18	%
Hypothetical**	$	1,000	$	1,019.20	$	5.99		1.18	%
Class B
Actual	$	1,000	$	985.60	$	9.53		1.91	%
Hypothetical**	$	1,000	$	1,015.53	$	9.68		1.91	%
Class C
Actual	$	1,000	$	986.30	$	9.44		1.89	%
Hypothetical**	$	1,000	$	1,015.63	$	9.58		1.89	%
Advisor Class
Actual	$	1,000	$	990.70	$	4.45		0.89	%
Hypothetical**	$	1,000	$	1,020.66	$	4.52		0.89	%

Tax-Managed Conservative Wealth Strategy

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	994.70	$	6.02		1.20	%
Hypothetical**	$	1,000	$	1,019.10	$	6.09		1.20	%
Class B
Actual	$	1,000	$	991.10	$	9.51		1.90	%
Hypothetical**	$	1,000	$	1,015.58	$	9.63		1.90	%
Class C
Actual	$	1,000	$	991.10	$	9.51		1.90	%
Hypothetical**	$	1,000	$	1,015.58	$	9.63		1.90	%
Advisor Class
Actual	$	1,000	$	996.20	$	4.52		0.90	%
Hypothetical**	$	1,000	$	1,020.61	$	4.57		0.90	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

** Assumes 5% return before expenses.

26 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Fund Expenses

TAX-MANAGED WEALTH APPRECIATION STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $608.9

* All data are as of August 31, 2012. The Strategy’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Strategy also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 27

Portfolio Summary

TAX-MANAGED BALANCED WEALTH STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($Mil): $167.7

* All data are as of August 31, 2012. The Strategy’s security type and sector breakdown are expressed as a percentage of total investments and may vary over time. The Strategy also enters into derivative transactions, which may be used for hedging or investment purposes (See “Portfolio of Investments” section of the report for additional details).

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

28 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Portfolio Summary

TAX-MANAGED BALANCED WEALTH STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

* All data are as of August 31, 2012. The Strategy’s quality rating distribution is expressed as a percentage of the Strategy’s total investments in municipal securities and may vary over time. The quality ratings are determined by using the Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by US Government Securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non credit worthy investment; such as, equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a Nationally Recognized Statistical Rating Organization.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 29

Portfolio Summary

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $73.2

* All data are as of August 31, 2012. The Strategy’s security type and sector breakdowns are expressed as a percentage of total investments and may vary over time. The Strategy also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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

30 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Portfolio Summary

TAX-MANAGED CONSERVATIVE WEALTH STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

(continued from previous page)

* All data are as of August 31, 2012. The Strategy’s quality rating distribution is expressed as a percentage of the Strategy’s total investments in municipal securities and may vary over time. The quality ratings are determined by using the Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Services, Inc.(“Moody’s”) and Fitch Ratings, Ltd.(“Fitch”). These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition, AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by US Government Securities and therefore are deemed high-quality investment grade by the Adviser. If applicable, Not Applicable (N/A) includes non credit worthy investments; such as, equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a Nationally Recognized Statistical Rating Organization.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 31

Portfolio Summary

TAX-MANAGED WEALTH APPRECIATION

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 78.6%
Information Technology – 13.5%
Communications Equipment – 1.2%
Cisco Systems, Inc.		153,900	$	2,936,412
F5 Networks, Inc.(a)		21,860		2,131,132
Motorola Solutions, Inc.		6,900		328,854
QUALCOMM, Inc.		27,785		1,707,666
				7,104,064
Computers & Peripherals – 2.9%
Apple, Inc.		18,850		12,539,774
Dell, Inc.(a)		31,500		333,585
EMC Corp./MA(a)		46,772		1,229,636
Fujitsu Ltd.		212,000		866,978
Hewlett-Packard Co.		136,100		2,297,368
Wistron Corp.		350,700		393,959
				17,661,300
Electronic Equipment, Instruments & Components – 0.4%
AU Optronics Corp.(a)		1,927,660		592,040
Hon Hai Precision Industry Co., Ltd.		131,000		372,885
LG Display Co., Ltd.(a)		65,690		1,521,937
				2,486,862
Internet Software & Services – 2.3%
Baidu, Inc. (Sponsored ADR)(a)		17,480		1,947,971
eBay, Inc.(a)		52,004		2,468,630
Google, Inc. – Class A(a)		9,650		6,611,118
LinkedIn Corp.(a)		7,770		833,721
MercadoLibre, Inc.		2,830		225,211
Rackspace Hosting, Inc.(a)		19,170		1,149,817
Telecity Group PLC		71,454		986,749
				14,223,217
IT Services – 1.4%
Cognizant Technology Solutions Corp. – Class A(a)		61,050		3,924,294
Tata Consultancy Services Ltd.		68,630		1,657,231
Visa, Inc. – Class A		22,500		2,885,625
				8,467,150
Office Electronics – 0.0%
Konica Minolta Holdings, Inc.		37,000		275,666
Semiconductors & Semiconductor Equipment – 2.7%
Advanced Semiconductor Engineering, Inc.		1,025,128		771,743
Applied Materials, Inc.		149,000		1,741,810
Broadcom Corp. – Class A(a)		29,784		1,058,226
GCL-Poly Energy Holdings Ltd.		3,354,000		517,734

32 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Intel Corp.		108,600	$	2,696,538
Lam Research Corp.(a)		25,400		866,902
Micron Technology, Inc.(a)		196,900		1,222,749
Samsung Electronics Co., Ltd.		950		1,036,718
Samsung Electronics Co., Ltd. (Preference Shares)		5,281		3,407,499
SK Hynix, Inc.(a)		52,010		977,067
Sumco Corp.(a)		48,300		366,641
Tokyo Electron Ltd.		13,300		628,332
Xilinx, Inc.		29,440		998,310
				16,290,269
Software – 2.6%
ANSYS, Inc.(a)		34,032		2,372,030
CA, Inc.		8,500		221,255
Citrix Systems, Inc.(a)		47,670		3,703,482
Intuit, Inc.		33,740		1,975,140
Nintendo Co., Ltd.		3,200		360,923
Oracle Corp.		82,150		2,600,048
Red Hat, Inc.(a)		32,580		1,825,783
TIBCO Software, Inc.(a)		83,101		2,486,382
				15,545,043
				82,053,571
Financials – 13.1%
Capital Markets – 1.8%
Affiliated Managers Group, Inc.(a)		12,630		1,485,541
Blackstone Group LP		95,256		1,285,003
Credit Suisse Group AG(a)		57,280		1,103,758
Deutsche Bank AG		21,330		756,133
Goldman Sachs Group, Inc. (The)		3,600		380,592
Legg Mason, Inc.		8,600		211,388
Macquarie Group Ltd.		49,290		1,377,179
Morgan Stanley		84,000		1,260,000
State Street Corp.		28,300		1,177,280
UBS AG(a)		171,799		1,916,829
				10,953,703
Commercial Banks – 4.8%
Banco Bilbao Vizcaya Argentaria SA		146,140		1,111,649
Banco do Brasil SA		126,000		1,438,829
Banco do Estado do Rio Grande do Sul SA (Preference Shares)		29,800		242,963
Banco Santander Brasil SA/Brazil (ADR)		132,870		1,007,154
Banco Santander SA		165,538		1,177,941
Bank of Montreal		12,290		718,387
BB&T Corp.		16,159		509,655
BNP Paribas SA		26,571		1,149,996
CIT Group, Inc.(a)		66,600		2,514,816
HDFC Bank Ltd.		50,930		545,059
HSBC Holdings PLC		387,894		3,379,057

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 33

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Intesa Sanpaolo SpA		598,140	$	937,317
Itau Unibanco Holding SA (ADR)		53,570		846,942
KB Financial Group, Inc.		45,470		1,478,114
KeyCorp		21,900		184,617
Lloyds Banking Group PLC(a)		1,407,820		742,929
Mitsubishi UFJ Financial Group, Inc.		274,900		1,256,622
National Australia Bank Ltd.		51,000		1,335,148
PNC Financial Services Group, Inc.		7,100		441,336
Regions Financial Corp.		29,000		201,840
Sberbank of Russia (Sponsored ADR)		38,929		449,241
Societe Generale SA(a)		45,954		1,211,474
Sumitomo Mitsui Financial Group, Inc.		27,700		862,740
Turkiye Vakiflar Bankasi Tao – Class D		373,026		844,472
Wells Fargo & Co.		141,300		4,808,439
Westpac Banking Corp.		3,184		81,825
				29,478,562
Consumer Finance – 0.3%
Discover Financial Services		11,000		426,030
Shriram Transport Finance Co., Ltd.		116,118		1,329,418
				1,755,448
Diversified Financial Services – 2.7%
Bank of America Corp.		234,800		1,876,052
Citigroup, Inc.		138,000		4,099,980
IG Group Holdings PLC		158,904		1,085,613
ING Groep NV(a)		182,943		1,394,799
IntercontinentalExchange, Inc.(a)		22,725		3,106,507
JPMorgan Chase & Co.		77,400		2,874,636
Leucadia National Corp.		20,500		438,290
Moody’s Corp.		18,200		720,720
ORIX Corp.		6,940		645,770
Resolution Ltd.		34,736		119,277
				16,361,644
Insurance – 2.4%
Admiral Group PLC		113,400		2,133,715
Aegon NV		130,539		670,074
AIA Group Ltd.		820,600		2,836,154
Allianz SE		6,350		695,229
Aviva PLC		96,480		500,046
Berkshire Hathaway, Inc.(a)		10,700		902,438
Chubb Corp. (The)		8,900		657,621
Lancashire Holdings Ltd.		126,326		1,606,031
Prudential PLC		154,780		1,933,487
Reinsurance Group of America, Inc. – Class A		15,800		928,092
Suncorp Group Ltd.		74,012		705,691
Travelers Cos., Inc. (The)		8,900		576,186
XL Group PLC		10,100		233,512
				14,378,276

34 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Real Estate Management & Development – 0.8%
CBRE Group, Inc.(a)		40,936	$	708,602
Daito Trust Construction Co., Ltd.		5,600		548,324
Evergrande Real Estate Group Ltd.		935,000		360,218
Hang Lung Properties Ltd.		807,000		2,759,814
New World Development Co., Ltd.		322,252		402,762
				4,779,720
Thrifts & Mortgage Finance – 0.3%
Housing Development Finance Corp.		136,560		1,797,707
				79,505,060
Consumer Discretionary – 13.0%
Auto Components – 1.0%
Bharat Forge Ltd.		9,840		49,443
Cie Generale des Etablissements Michelin – Class B		15,130		1,082,866
GKN PLC		207,680		704,189
Lear Corp.		28,000		1,087,240
Magna International, Inc. (New York) – Class A		11,800		510,468
Magna International, Inc. (Toronto) – Class A		16,630		717,667
NGK Spark Plug Co., Ltd.		25,000		271,016
TRW Automotive Holdings Corp.(a)		19,600		856,716
Valeo SA		15,640		738,073
				6,017,678
Automobiles – 1.7%
Bayerische Motoren Werke AG		8,750		632,769
Dongfeng Motor Group Co., Ltd. – Class H		440,000		573,997
Ford Motor Co.		78,600		734,124
General Motors Co.(a)		83,900		1,791,265
Harley-Davidson, Inc.		22,901		960,926
Honda Motor Co., Ltd.		28,800		917,577
Kia Motors Corp.		5,890		386,197
Mazda Motor Corp.(a)		552,000		666,507
Nissan Motor Co., Ltd.		156,000		1,462,970
Renault SA		14,890		694,416
Volkswagen AG (Preference Shares)		7,960		1,401,930
				10,222,678
Distributors – 0.5%
Imperial Holdings Ltd.		19,048		462,264
Li & Fung Ltd.		1,688,000		2,749,188
				3,211,452
Diversified Consumer Services – 0.5%
Anhanguera Educacional Participacoes SA		58,600		872,115
Apollo Group, Inc. – Class A(a)		34,700		931,695
Estacio Participacoes SA		93,600		1,452,485
				3,256,295

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 35

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Hotels, Restaurants & Leisure – 1.8%
Ajisen China Holdings Ltd.		1,009,000	$	625,036
Chipotle Mexican Grill, Inc. – Class A(a)		7,720		2,228,301
Las Vegas Sands Corp.		26,590		1,127,150
MGM Resorts International(a)		142,200		1,402,092
Sands China Ltd.		759,600		2,704,607
Sodexo		12,080		954,375
Starbucks Corp.		34,530		1,713,033
				10,754,594
Household Durables – 0.5%
MRV Engenharia e Participacoes SA		220,600		1,280,195
Newell Rubbermaid, Inc.		67,000		1,201,310
NVR, Inc.(a)		725		600,431
Sony Corp.		25,900		293,372
				3,375,308
Internet & Catalog Retail – 0.3%
priceline.com, Inc.(a)		3,080		1,862,076
Leisure Equipment & Products – 0.1%
Namco Bandai Holdings, Inc.		20,000		317,127
Media – 3.3%
CBS Corp. – Class B		41,100		1,493,574
Comcast Corp. – Class A		78,470		2,631,099
DIRECTV(a)		24,900		1,297,041
Discovery Communications, Inc. – Class A(a)		20,262		1,111,168
Fairfax Media Ltd.		202,800		88,624
Focus Media Holding Ltd. (ADR)		57,630		1,386,002
Gannett Co., Inc.		54,500		831,670
Informa PLC		48,200		310,853
McGraw-Hill Cos., Inc. (The)		19,900		1,018,880
News Corp. – Class A		52,400		1,225,636
Time Warner Cable, Inc. – Class A		16,900		1,501,058
Viacom, Inc. – Class B		25,700		1,285,257
Walt Disney Co. (The)		118,925		5,883,220
				20,064,082
Multiline Retail – 0.7%
Dollar General Corp.(a)		26,644		1,360,709
Golden Eagle Retail Group Ltd.		682,000		1,261,191
Macy’s, Inc.		36,000		1,451,160
				4,073,060
Specialty Retail – 1.5%
Belle International Holdings Ltd.		991,000		1,792,659
GameStop Corp. – Class A		20,700		394,956
Home Depot, Inc. (The)		14,800		839,900
Indomobil Sukses Internasional TBK PT		318,500		190,649
L’Occitane International SA		214,250		548,184

36 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Lowe’s Cos., Inc.		34,500	$	982,560
Mr. Price Group Ltd.		31,070		502,770
Nitori Holdings Co., Ltd.		12,750		1,278,498
Staples, Inc.		16,400		179,088
Yamada Denki Co., Ltd.		50,840		2,454,344
				9,163,608
Textiles, Apparel & Luxury Goods – 1.1%
Cie Financiere Richemont SA		15,590		953,764
Coach, Inc.		47,350		2,752,455
LVMH Moet Hennessy Louis Vuitton SA		1,300		211,817
Trinity Ltd.		924,000		608,552
VF Corp.		14,610		2,230,655
Yue Yuen Industrial Holdings Ltd.		92,500		269,071
				7,026,314
				79,344,272
Energy – 9.4%
Energy Equipment & Services – 2.8%
AMEC PLC		57,120		1,004,454
FMC Technologies, Inc.(a)		22,270		1,043,127
Halliburton Co.		29,060		952,006
Helmerich & Payne, Inc.		23,900		1,090,796
National Oilwell Varco, Inc.		28,890		2,276,532
Oceaneering International, Inc.		36,769		1,968,612
Saipem SpA		9,570		453,186
Schlumberger Ltd.		70,685		5,116,180
Seadrill Ltd.		23,430		961,666
Technip SA		8,250		866,937
Transocean Ltd.		29,300		1,436,579
				17,170,075
Oil, Gas & Consumable Fuels – 6.6%
Afren PLC(a)		189,448		386,718
BG Group PLC		94,600		1,934,598
BP PLC		483,280		3,389,980
BP PLC (Sponsored ADR)		54,400		2,288,064
Chevron Corp.		32,600		3,656,416
China Petroleum & Chemical Corp. – Class H		846,000		799,144
ENI SpA		19,600		432,469
EOG Resources, Inc.		10,530		1,140,399
Exxaro Resources Ltd.		12,850		228,201
Exxon Mobil Corp.		98,800		8,625,240
Gazprom OAO (Sponsored ADR)		149,430		1,455,299
JX Holdings, Inc.		173,000		900,773
LUKOIL OAO (London) (Sponsored ADR)		21,460		1,219,357
Marathon Oil Corp.		43,300		1,204,606
Noble Energy, Inc.		20,945		1,841,065

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 37

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
NovaTek OAO (Sponsored GDR)(b)		13,680	$	1,630,913
Petroleo Brasileiro SA (Sponsored ADR)		106,180		2,185,184
PTT PCL		45,200		476,017
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		44,390		1,552,867
Suncor Energy, Inc. (New York)		72,100		2,255,288
Total SA		40,660		2,027,173
Valero Energy Corp.		12,600		393,876
				40,023,647
				57,193,722
Health Care – 9.1%
Biotechnology – 1.3%
Actelion Ltd.(a)		2,266		106,906
Biogen Idec, Inc.(a)		15,440		2,263,349
Celgene Corp.(a)		24,640		1,775,066
Gilead Sciences, Inc.(a)		55,590		3,206,987
Vertex Pharmaceuticals, Inc.(a)		14,400		767,952
				8,120,260
Health Care Equipment & Supplies – 0.6%
IDEXX Laboratories, Inc.(a)		25,090		2,385,055
Intuitive Surgical, Inc.(a)		2,610		1,283,572
				3,668,627
Health Care Providers & Services – 2.3%
Aetna, Inc.		8,800		338,008
Express Scripts Holding Co.(a)		10,950		685,689
Health Net, Inc.(a)		23,700		551,025
McKesson Corp.		19,550		1,703,001
Odontoprev SA		39,300		212,966
UnitedHealth Group, Inc.		136,984		7,438,231
WellPoint, Inc.		46,500		2,783,955
				13,712,875
Life Sciences Tools & Services – 0.2%
Eurofins Scientific		3,786		492,119
Illumina, Inc.(a)		19,493		820,265
				1,312,384
Pharmaceuticals – 4.7%
Allergan, Inc./United States		31,903		2,747,805
AstraZeneca PLC		57,755		2,701,593
AstraZeneca PLC (Sponsored ADR)		47,800		2,236,562
GlaxoSmithKline PLC		42,650		966,712
Johnson & Johnson		73,400		4,949,362
Lupin Ltd.		22,200		237,761
Merck & Co., Inc.		92,500		3,982,125
Novartis AG		23,530		1,387,578
Perrigo Co.		7,070		777,488

38 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Pfizer, Inc.		250,000	$	5,965,000
Roche Holding AG		9,230		1,677,954
Roche Holding AG (Sponsored ADR)		24,000		1,092,000
				28,721,940
				55,536,086
Industrials – 8.2%
Aerospace & Defense – 1.3%
Boeing Co. (The)		35,650		2,545,410
General Dynamics Corp.		18,600		1,218,486
Northrop Grumman Corp.		5,900		394,651
Precision Castparts Corp.		14,330		2,308,277
Saab AB		8,000		142,437
Safran SA		36,050		1,260,378
				7,869,639
Air Freight & Logistics – 0.3%
Kuehne & Nagel International AG		17,503		1,989,283
Airlines – 0.2%
Cathay Pacific Airways Ltd.		101,000		165,415
Delta Air Lines, Inc.(a)		111,800		967,070
				1,132,485
Building Products – 0.3%
Asahi Glass Co., Ltd.		132,000		803,287
Fortune Brands Home & Security, Inc.(a)		34,900		889,950
				1,693,237
Commercial Services & Supplies – 0.3%
Downer EDI Ltd.(a)		62,990		232,965
Edenred		14,778		394,296
Serco Group PLC		104,276		931,880
				1,559,141
Construction & Engineering – 0.3%
Bouygues SA		48,869		1,214,472
Larsen & Toubro Ltd.		23,060		558,534
Samsung Engineering Co., Ltd.		1,420		242,113
				2,015,119
Electrical Equipment – 1.0%
AMETEK, Inc.		37,431		1,284,258
Emerson Electric Co.		40,280		2,043,002
Rockwell Automation, Inc.		13,810		995,149
Roper Industries, Inc.		10,060		1,034,067
Sumitomo Electric Industries Ltd.		80,100		905,984
				6,262,460
Industrial Conglomerates – 2.0%
Bidvest Group Ltd.		20,400		494,368
Danaher Corp.		59,948		3,211,414

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 39

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
General Electric Co.		234,300	$	4,852,353
Jardine Matheson Holdings Ltd.		9,600		517,394
Keppel Corp., Ltd.		159,000		1,429,527
Tyco International Ltd.		26,200		1,477,156
				11,982,212
Machinery – 0.6%
Cummins, Inc.		11,900		1,155,609
Dover Corp.		19,950		1,153,309
Flowserve Corp.		7,871		1,004,812
IHI Corp.		91,000		196,287
Parker Hannifin Corp.		4,200		335,916
				3,845,933
Professional Services – 1.7%
Bureau Veritas SA		19,099		1,760,165
Capita PLC		323,779		3,710,143
Hays PLC		814,934		889,700
Intertek Group PLC		81,092		3,624,480
SGS SA		102		205,492
				10,189,980
Road & Rail – 0.1%
DSV A/S		2,544		55,231
Globaltrans Investment PLC (Sponsored GDR)(b)		39,300		738,840
				794,071
Trading Companies & Distributors – 0.1%
Mitsubishi Corp.		33,200		614,726
				49,948,286
Consumer Staples – 6.2%
Beverages – 0.1%
Asahi Group Holdings Ltd.		27,600		669,787
Food & Staples Retailing – 1.6%
CVS Caremark Corp.		31,200		1,421,160
Delhaize Group SA		9,217		365,067
George Weston Ltd.		2,390		153,886
Jeronimo Martins SGPS SA		85,989		1,437,756
Koninklijke Ahold NV		79,870		987,793
Kroger Co. (The)		99,500		2,216,860
Magnit OJSC (Sponsored GDR)(b)		16,850		536,590
Olam International Ltd.		1,768,105		2,734,246
				9,853,358
Food Products – 0.7%
Archer-Daniels-Midland Co.		15,500		414,625
AVI Ltd.		28,890		199,355
Hershey Co. (The)		17,130		1,230,277
Tyson Foods, Inc. – Class A		74,200		1,161,972
Unilever PLC		27,524		989,216
				3,995,445

40 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Household Products – 0.6%
Henkel AG & Co. KGaA		1,600	$	99,248
Procter & Gamble Co. (The)		40,400		2,714,476
Reckitt Benckiser Group PLC		16,055		907,953
				3,721,677
Personal Products – 0.3%
Estee Lauder Cos., Inc. (The) – Class A		29,130		1,746,344
Tobacco – 2.9%
Altria Group, Inc.		64,200		2,180,232
British American Tobacco PLC		85,840		4,498,789
Imperial Tobacco Group PLC		26,561		1,036,276
Japan Tobacco, Inc.		42,500		1,288,652
KT&G Corp.		17,690		1,339,271
Lorillard, Inc.		16,100		2,020,711
Philip Morris International, Inc.		58,097		5,188,062
Reynolds American, Inc.		5,300		244,330
				17,796,323
				37,782,934
Materials – 2.7%
Chemicals – 1.3%
Agrium, Inc. (Toronto)		9,480		932,949
Air Water, Inc.		10,000		116,792
Arkema SA		926		78,721
DIC Corp.		111,000		183,970
Filtrona PLC		121,437		1,030,458
Koninklijke DSM NV		26,007		1,220,850
LyondellBasell Industries NV		35,300		1,724,052
Monsanto Co.		22,697		1,977,136
OCI Co., Ltd.		3,690		621,268
Ube Industries Ltd./Japan		81,000		177,792
				8,063,988
Construction Materials – 0.1%
China Shanshui Cement Group Ltd.		319,000		167,835
Taiheiyo Cement Corp.		110,000		238,226
				406,061
Metals & Mining – 1.3%
Anglo American PLC		36,450		1,012,232
Arrium Ltd.		194,200		130,578
Freeport-McMoRan Copper & Gold, Inc.		15,890		573,788
Goldcorp, Inc.		16,010		657,291
KGHM Polska Miedz SA		19,410		760,208
Kinross Gold Corp.		97,740		868,580
Rio Tinto PLC		31,330		1,367,844
Vale SA (Sponsored ADR) (Local Preference Shares)		153,280		2,470,873
				7,841,394
				16,311,443

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 41

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
Telecommunication Services – 1.9%
Diversified Telecommunication Services – 1.5%
AT&T, Inc.		78,000	$	2,857,920
CenturyLink, Inc.		61,100		2,582,086
Nippon Telegraph & Telephone Corp.		42,300		1,961,387
Telecom Italia SpA (ordinary shares)		1,224,770		1,137,931
Telecom Italia SpA (savings shares)		228,800		180,944
Vivendi SA		35,158		688,088
				9,408,356
Wireless Telecommunication Services – 0.4%
America Movil SAB de CV Series L (ADR)		29,110		744,925
Vodafone Group PLC		569,170		1,641,461
				2,386,386
				11,794,742
Utilities – 1.5%
Electric Utilities – 0.6%
Edison International		10,200		446,658
EDP - Energias de Portugal SA		244,110		595,491
Electricite de France SA		23,490		477,748
Great Plains Energy, Inc.		40,700		867,724
NV Energy, Inc.		76,600		1,343,564
				3,731,185
Gas Utilities – 0.1%
Atmos Energy Corp.		26,400		922,416
Independent Power Producers & Energy Traders – 0.2%
APR Energy PLC		93,135		1,146,105
Multi-Utilities – 0.6%
CenterPoint Energy, Inc.		8,700		177,393
DTE Energy Co.		3,500		204,400
E.ON AG		47,400		1,087,810
National Grid PLC		62,270		675,968
NiSource, Inc.		24,400		593,896
Public Service Enterprise Group, Inc.		11,600		367,256
Veolia Environnement SA		33,480		353,861
				3,460,584
				9,260,290
Total Common Stocks (cost $438,417,083)				478,730,406
INVESTMENT COMPANIES – 20.0%
Funds and Investment Trusts – 20.0%
AllianceBernstein Pooling Portfolios - Volatility Management Portfolio* (cost $121,980,722)		11,863,542		121,482,666

42 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

Company	Shares		U.S. $ Value
WARRANTS – 0.0%
Industrials – 0.0%
Industrial Conglomerates – 0.0%
John Keells Holdings PLC, Deutsche Bank AG London, expiring 7/05/19(a) (cost $140,598)		88,660	$	132,476
	Contracts
OPTIONS PURCHASED - PUTS – 0.0%
Options on Equity Indices – 0.0%
STOXX Europe Mid 200 Index Expiration: Dec 2012, Exercise Price: EUR 225.00(a)(c) (cost $646,702)		31,580		103,275
	Shares
SHORT-TERM INVESTMENTS – 1.3%
Investment Companies – 1.3%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(d) (cost $8,166,843)		8,166,843		8,166,843
Total Investments – 99.9% (cost $569,351,948)				608,615,666
Other assets less liabilities – 0.1%				333,319
Net Assets – 100.0%			$	608,948,985

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		28		September 2012	$	756,562	$	857,920	$	101,358

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale	GBP	6,018	USD	9,426		11/15/12	$	(127,792	)
Barclays Bank PLC Wholesale	USD	3,209	EUR	2,571		11/15/12		27,235
Barclays Bank PLC Wholesale	USD	3,057	GBP	1,952		11/15/12		41,451
Barclays Bank PLC Wholesale	USD	1,504	JPY	119,359		11/15/12		20,957
Barclays Bank PLC Wholesale	USD	1,132	SGD	1,414		11/15/12		2,147
BNP Paribas SA	EUR	16,623	USD	20,548		11/15/12		(377,562	)
Citibank NA	USD	1,107	CHF	1,073		11/15/12		18,026
Citibank NA	USD	691	SGD	860		11/15/12		(1,297	)
Credit Suisse London Branch (GFX)	USD	2,226	AUD	2,142		11/15/12		(27,132	)

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 43

Tax-Managed Wealth Appreciation—Portfolio of Investments

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Credit Suisse London Branch (GFX)	USD	5,404	JPY	424,927		11/15/12	$	26,932
Credit Suisse London Branch (GFX)	USD	1,781	NOK	10,870		11/15/12		89,305
Deutsche Bank AG London	USD	3,591	JPY	281,254		11/15/12		3,487
Goldman Sachs Capital Markets LP	GBP	720	USD	1,142		11/15/12		(512	)
Goldman Sachs International	GBP	832	USD	1,298		11/15/12		(22,781	)
HSBC BankUSA	HKD	72,486	USD	9,347		11/15/12		243
HSBC BankUSA	USD	3,046	EUR	2,426		11/15/12		8,305
Royal Bank of Canada	CAD	2,634	USD	2,644		11/15/12		(24,092	)
Royal Bank of Canada	USD	3,013	CAD	3,002		11/15/12		27,457
Royal Bank of Scotland PLC	JPY	145,881	USD	1,859		11/15/12		(5,748	)
Royal Bank of Scotland PLC	USD	2,599	AUD	2,494		11/15/12		(39,185	)
Standard Chartered Bank	USD	873	BRL	1,777		10/02/12		(1,962	)
Standard Chartered Bank	JPY	271,738	USD	3,440		11/15/12		(32,977	)
State Street Bank & Trust Co.	BRL	1,777	USD	842		10/02/12		(29,172	)
State Street Bank & Trust Co.	INR	51,760	USD	921		11/15/12		333
UBS AG	EUR	396	USD	488		11/15/12		(10,369	)
UBS AG	USD	3,399	NOK	20,066		11/15/12		54,069
UBS AG	USD	4,890	SEK	32,846		11/15/12		56,229
Westpac Banking Corp.	AUD	455	USD	476		11/15/12		9,476
Westpac Banking Corp.	USD	1,789	AUD	1,762		11/15/12		19,421
							$	(295,508)

PUT OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		U.S. $ Value
STOXX Europe Mid 200 Index (c) (premium received $258,999)		31,580	EUR	190.00		December 2012	$	(15,889	)

* To obtain a copy of the fund’s financial statements, please go to the Securities Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $2,906,343 or 0.5% of net assets.

(c) One contract relates to 50 shares.

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

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

INR – Indian Rupee

44 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Wealth Appreciation—Portfolio of Investments

JPY – Japanese Yen

NOK – Norwegian Krone

SEK – Swedish Krona

SGD – Singapore Dollar

Glossary:

ADR – American Depositary Receipt

GDR – Global Depositary Receipt

OJSC – Open Joint Stock Company

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 45

Tax-Managed Wealth Appreciation—Portfolio of Investments

TAX-MANAGED BALANCED WEALTH

PORTFOLIO OF INVESTMENTS

August 31, 2012

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 53.3%
Long-Term Municipal Bonds – 49.3%
Alabama – 5.3%
Alabama Pub Sch & Clg Auth NPFGC-RE 5.00%, 12/01/21 (Pre-refunded/ETM)	$	1,700	$	1,798,719
Series 2010A 5.00%, 5/01/18		2,040		2,462,423
Birmingham AL Wtrwks Brd Series 2010A 5.00%, 1/01/25		3,980		4,571,507
				8,832,649
Arizona – 2.2%
Arizona Hlth Fac Auth (Phoenix Children’s Hospital) 1.17%, 2/01/42(a)		785		777,432
Arizona Trnsp Brd Hwy Series 2011A 5.00%, 7/01/25		2,100		2,524,200
Pima Cnty AZ IDA (Horizon Learning Ctr) 4.45%, 6/01/14		30		30,153
Pima Cnty AZ IDA (Global Water Resources) 5.45%, 12/01/17		350		365,582
				3,697,367
California – 5.0%
California Dept Wtr Res Pwr Series 2010L 5.00%, 5/01/20		1,905		2,369,744
California Econ Recovery (California Econ Rec Spl Tax) Series A 5.00%, 7/01/20		2,450		2,993,165
California GO 5.00%, 3/01/16		2,225		2,543,998
Los Angeles CA Dept Arpts (Los Angeles Intl Airport) 5.00%, 5/15/23		365		439,807
				8,346,714
Colorado – 0.2%
PV Wtr & San Met Dist CO Series 06 Zero Coupon, 12/15/17(b)(c)		710		248,500
Todd Creek Farms Met Dist #1 CO 5.60%, 12/01/14(c)		260		143,000
				391,500

46 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
District of Columbia – 0.9%
District of Columbia GO AMBAC Series 2007 5.25%, 6/01/18	$	1,200	$	1,454,508
Florida – 5.7%
Citizens Ppty Ins Corp. FL NPFGC Series A 5.00%, 3/01/15-3/01/16		4,000		4,425,640
Heritage Plantation CDD FL Series B 5.10%, 11/01/13(b)(c)		105		31,500
Lake Ashton II CDD FL Series B 4.875%, 11/01/10(b)(c)		100		65,000
Midtown Miami CDD FL Series 04A 6.00%, 5/01/24		235		237,848
Overoaks CDD FL Series 2010A-1 6.125%, 5/01/35(c)		15		16,077
Series 2010A-2 6.125%, 5/01/35(c)		35		30,577
Series 2010B 5.125%, 5/01/17(c)		75		70,423
Series 4B 5.125%, 5/01/09(b)(c)(e)		25		– 0	–
Palm Beach Cnty FL Sch Brd COP NPFGC-RE 5.00%, 8/01/13		1,030		1,072,075
Parkway Center CDD FL Series B 5.625%, 5/01/14		120		110,341
Sarasota Cnty FL Sch Brd COP 5.00%, 7/01/22		1,165		1,346,484
Tampa Bay Reg Wtr Supply Auth FL Series 2011A 5.00%, 10/01/23		1,380		1,692,294
Villages of Westport CDD FL Series 05A 5.125%, 5/01/15		80		71,491
Waterset North CDD FL Series B 6.55%, 11/01/15		470		389,715
				9,559,465
Guam – 0.1%
Guam Wtrworks Auth Series 05 5.00%, 7/01/13		225		228,497

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 47

Tax-Managed Balanced Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Illinois – 3.9%
Chicago IL Wtr 5.00%, 11/01/27	$	950	$	1,132,628
Illinois Finance Auth (Northwestern Univ) 1.75%, 12/01/34		3,605		3,680,020
Illinois GO NPFGC-RE 5.00%, 4/01/15		1,545		1,693,505
				6,506,153
Indiana – 1.4%
Indiana Bond Bank Gas (JP Morgan Chase)
Series A 5.25%, 10/15/19		1,945		2,267,889
Louisiana – 0.6%
Morehouse Parish LA PCR (International Paper Co.)
Series A 5.25%, 11/15/13		1,000		1,051,310
Michigan – 0.7%
Michigan Finance Auth (Michigan Unemployment)
Series 2012A 5.00%, 7/01/19		955		1,183,455
Nevada – 0.0%
Henderson NV LID # T-16 (Henderson NV LID # T-16 Falls)
4.75%, 3/01/13(c)		35		34,727
New Jersey – 1.1%
New Jersey Trnsp Trust Fd Auth (New Jersey Trnsp Trust Fund)
AMBAC Series A 5.50%, 12/15/13		1,775		1,888,813
New York – 2.4%
Metropolitan Transportation Authority 5.00%, 11/15/23		460		554,608
New York NY Trnsl Fin Auth 5.00%, 11/01/15		600		683,946
Series 2012B 5.00%, 11/01/26		2,275		2,791,289
				4,029,843
North Carolina – 0.6%
North Carolina Eastern Mun Pwr Agy Series 2012B 5.00%, 1/01/21		150		180,881

48 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Series A 5.00%, 1/01/15	$	785	$	860,611
				1,041,492
Ohio – 1.7%
Cleveland OH Mun SD GO AGM 5.25%, 12/01/19		1,000		1,071,510
Columbiana Cnty Port Auth OH (Liberty Waste Trnsp LLC)
Series A 7.00%, 8/01/21(c)		230		161,762
Ohio Wtr Dev Auth (Cleveland Electric Illum)
Series 2008C
7.25%, 11/01/32		1,620		1,637,512
				2,870,784
Pennsylvania – 0.2%
Allegheny Cnty PA Redev Auth (Pittsburgh Mills Spl Tax) 5.10%, 7/01/14		100		101,941
Philadelphia PA IDA (Leadership Learning Partners) Series 05A 4.60%, 7/01/15(c)		160		156,846
				258,787
Puerto Rico – 3.4%
Puerto Rico Elec Pwr Auth Series 2010ZZ 5.25%, 7/01/18		2,300		2,601,898
Puerto Rico Sales Tax Fin Corp. Series 2009A 5.50%, 8/01/23		2,750		3,179,412
				5,781,310
South Carolina – 1.6%
South Carolina Pub Svc Auth AGM 5.00%, 1/01/14		2,450		2,600,504
Texas – 8.6%
Austin TX Utils Sys AGM 5.00%, 11/15/13		3,945		4,165,881
Houston TX Arpt Sys Series 2009 A 5.00%, 7/01/21-7/01/22		2,815		3,224,971
Houston TX GO NPFGC 5.00%, 3/01/15		3,300		3,667,323
Texas A & M Univ Series 2009 D 5.00%, 5/15/18		2,765		3,363,429
				14,421,604

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 49

Tax-Managed Balanced Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Washington – 3.7%
Central Puget Sound WA RTA Series 2012P 5.00%, 2/01/27	$	2,125	$	2,581,556
Chelan Cnty WA PUD #1 Series 2011B 5.50%, 7/01/24		1,815		2,170,468
State of Washington 5.00%, 9/01/22		535		671,371
Washington Fed Hwy Grant Series F 5.00%, 9/01/16		700		817,215
				6,240,610
Total Long-Term Municipal Bonds (cost $77,932,529)				82,687,981
Short-Term Municipal Notes – 4.0%
Massachusetts – 2.0%
Massachusetts Hlth & Ed Facs Auth (Harvard Univ) Series 1999R 0.15%, 11/01/49(f)		3,350		3,350,000
Mississippi – 2.0%
Mississippi Business Fin Corp. (Chevron USA, Inc.) Series 2009G 0.16%, 12/01/30(f)		3,350		3,350,000
Total Short-Term Municipal Notes (cost $6,700,000)				6,700,000
Total Municipal Obligations (cost $84,632,529)				89,387,981
	Shares
COMMON STOCKS – 31.8%
Information Technology – 5.5%
Communications Equipment – 0.5%
Cisco Systems, Inc.		18,600		354,888
F5 Networks, Inc.(d)		2,530		246,650
QUALCOMM, Inc.		3,105		190,833
				792,371
Computers & Peripherals – 1.2%
Apple, Inc.		2,171		1,444,236
Dell, Inc.(d)		1,200		12,708
EMC Corp./MA(d)		5,385		141,571
Fujitsu Ltd.		23,000		94,059

50 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Hewlett-Packard Co.		18,200	$	307,216
Wistron Corp.		37,800		42,463
				2,042,253
Electronic Equipment, Instruments & Components – 0.2%
AU Optronics Corp.(d)		223,070		68,511
Hon Hai Precision Industry Co., Ltd.		15,000		42,697
LG Display Co., Ltd.(d)		8,270		191,603
				302,811
Internet Software & Services – 0.9%
Baidu, Inc. (Sponsored ADR)(d)		1,950		217,308
eBay, Inc.(d)		5,719		271,481
Google, Inc. – Class A(d)		1,025		702,217
LinkedIn Corp.(d)		890		95,497
MercadoLibre, Inc.		340		27,057
Rackspace Hosting, Inc.(d)		2,110		126,558
Telecity Group PLC		7,850		108,405
				1,548,523
IT Services – 0.6%
Cognizant Technology Solutions Corp. – Class A(d)		6,870		441,603
Tata Consultancy Services Ltd.		7,539		182,047
Visa, Inc. – Class A		2,615		335,374
				959,024
Office Electronics – 0.0%
Konica Minolta Holdings, Inc.		6,500		48,428
Semiconductors & Semiconductor Equipment – 1.1%
Advanced Semiconductor Engineering, Inc.		124,217		93,514
Applied Materials, Inc.		19,400		226,786
Broadcom Corp. – Class A(d)		3,456		122,791
GCL-Poly Energy Holdings Ltd.		389,000		60,047
Intel Corp.		12,800		317,824
Lam Research Corp.(d)		2,700		92,151
Micron Technology, Inc.(d)		21,400		132,894
Samsung Electronics Co., Ltd.		50		54,564
Samsung Electronics Co., Ltd. (Preference Shares)		580		374,238
SK Hynix, Inc.(d)		5,570		104,639
Sumco Corp.(d)		4,100		31,123
Tokyo Electron Ltd.		1,600		75,589
Xilinx, Inc.		3,330		112,920
				1,799,080
Software – 1.0%
ANSYS, Inc.(d)		3,916		272,945

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 51

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
CA, Inc.		1,100	$	28,633
Citrix Systems, Inc.(d)		5,285		410,592
Intuit, Inc.		3,790		221,867
Microsoft Corp.		1,200		36,984
Nintendo Co., Ltd.		400		45,115
Oracle Corp.		9,130		288,964
Red Hat, Inc.(d)		3,740		209,590
TIBCO Software, Inc.(d)		9,303		278,346
				1,793,036
				9,285,526
Consumer Discretionary – 5.2%
Auto Components – 0.4%
Bharat Forge Ltd.		1,380		6,934
Cie Generale des Etablissements Michelin – Class B		1,580		113,082
GKN PLC		21,890		74,223
Lear Corp.		3,600		139,788
Magna International, Inc. (Toronto) – Class A		2,000		86,310
TRW Automotive Holdings Corp.(d)		2,350		102,719
Valeo SA		1,580		74,562
				597,618
Automobiles – 0.7%
Bayerische Motoren Werke AG		940		67,978
Dongfeng Motor Group Co., Ltd. – Class H		48,000		62,618
Ford Motor Co.		10,000		93,400
General Motors Co.(d)		8,900		190,015
Harley-Davidson, Inc.		2,632		110,439
Honda Motor Co., Ltd.		3,500		111,511
Kia Motors Corp.		870		57,044
Mazda Motor Corp.(d)		67,000		80,899
Nissan Motor Co., Ltd.		18,400		172,555
Renault SA		1,490		69,488
Volkswagen AG (Preference Shares)		890		156,748
				1,172,695
Distributors – 0.2%
Imperial Holdings Ltd.		2,060		49,993
Li & Fung Ltd.		184,000		299,675
				349,668
Diversified Consumer Services – 0.2%
Anhanguera Educacional Participacoes SA		6,600		98,225
Apollo Group, Inc. – Class A(d)		3,400		91,290
Estacio Participacoes SA		10,400		161,387
				350,902
Hotels, Restaurants & Leisure – 0.7%
Ajisen China Holdings Ltd.		110,000		68,141
Chipotle Mexican Grill, Inc. – Class A(d)		858		247,653
Las Vegas Sands Corp.		2,760		116,996
MGM Resorts International(d)		18,200		179,452
Sands China Ltd.		82,800		294,815

52 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Sodexo		1,340	$	105,866
Starbucks Corp.		3,960		196,456
				1,209,379
Household Durables – 0.3%
MRV Engenharia e Participacoes SA		22,100		128,252
Newell Rubbermaid, Inc.		8,200		147,026
NVR, Inc.(d)		100		82,818
PulteGroup Inc(d)		3,900		53,352
Sony Corp.		4,000		45,308
				456,756
Internet & Catalog Retail – 0.1%
priceline.com, Inc.(d)		360		217,645
Media – 1.3%
CBS Corp. – Class B		5,300		192,602
Comcast Corp. – Class A		9,110		305,458
DIRECTV(d)		2,500		130,225
Discovery Communications, Inc. – Class A(d)		2,274		124,706
Fairfax Media Ltd.		38,970		17,030
Focus Media Holding Ltd. (ADR)		6,358		152,910
Gannett Co., Inc.		6,400		97,664
McGraw-Hill Cos., Inc. (The)		3,400		174,080
News Corp. – Class A		6,800		159,052
Time Warner Cable, Inc. – Class A		1,700		150,994
Viacom, Inc. – Class B		3,100		155,031
Walt Disney Co. (The)		10,270		508,057
				2,167,809
Multiline Retail – 0.3%
Dollar General Corp.(d)		2,929		149,584
Golden Eagle Retail Group Ltd.		78,000		144,242
Macy’s, Inc.		4,700		189,457
Target Corp.		800		51,272
				534,555
Specialty Retail – 0.5%
Belle International Holdings Ltd.		109,000		197,174
GameStop Corp. – Class A		2,700		51,516
Home Depot, Inc. (The)		1,700		96,475
Indomobil Sukses Internasional TBK PT		30,000		17,957
L’Occitane International SA		25,000		63,965
Lowe’s Cos., Inc.		2,500		71,200
Mr. Price Group Ltd.		944		15,276
Nitori Holdings Co., Ltd.		1,500		150,412
Staples, Inc.		2,000		21,840
Yamada Denki Co., Ltd.		4,990		240,897
				926,712

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 53

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Textiles, Apparel & Luxury Goods – 0.5%
Cie Financiere Richemont SA		1,710	$	104,614
Coach, Inc.		4,950		287,744
LVMH Moet Hennessy Louis Vuitton SA		150		24,440
Trinity Ltd.		102,000		67,178
VF Corp.		1,610		245,815
Yue Yuen Industrial Holdings Ltd.		15,000		43,633
				773,424
				8,757,163
Financials – 5.2%
Capital Markets – 0.6%
Affiliated Managers Group, Inc.(d)		1,450		170,549
Blackstone Group LP		8,499		114,651
Credit Suisse Group AG(d)		1,910		36,805
Deutsche Bank AG		1,350		47,856
Macquarie Group Ltd.		5,950		166,245
Morgan Stanley		10,300		154,500
State Street Corp.		3,400		141,440
UBS AG(d)		20,063		223,851
				1,055,897
Commercial Banks – 2.0%
Banco Bilbao Vizcaya Argentaria SA		16,197		123,206
Banco do Brasil SA		14,200		162,154
Banco do Estado do Rio Grande do Sul SA (Preference Shares)		3,500		28,536
Banco Santander Brasil SA/Brazil (ADR)		6,670		50,558
Banco Santander SA(d)		17,339		123,382
Bank of Montreal		1,040		60,791
BB&T Corp.		1,900		59,926
BNP Paribas SA		2,950		127,676
CIT Group, Inc.(d)		6,900		260,544
HDFC Bank Ltd.		8,800		94,179
HSBC Holdings PLC		43,060		375,108
Intesa Sanpaolo SpA		66,740		104,585
Itau Unibanco Holding SA (ADR)		5,770		91,224
KB Financial Group, Inc.		4,858		157,921
KeyCorp		2,600		21,918
Lloyds Banking Group PLC(d)		151,530		79,965
Mitsubishi UFJ Financial Group, Inc.		33,200		151,764
National Australia Bank Ltd.		5,820		152,364
PNC Financial Services Group, Inc.		800		49,728
Regions Financial Corp.		3,300		22,968
Sberbank of Russia (Sponsored ADR)		4,907		56,627
Societe Generale SA(d)		5,405		142,491
Sumitomo Mitsui Financial Group, Inc.		3,700		115,240
Turkiye Vakiflar Bankasi Tao – Class D		38,960		88,199

54 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Wells Fargo & Co.		16,900	$	575,107
Westpac Banking Corp.		570		14,648
				3,290,809
Consumer Finance – 0.1%
Discover Financial Services		1,400		54,222
Shriram Transport Finance Co., Ltd.		10,820		123,877
				178,099
Diversified Financial Services – 1.1%
Bank of America Corp.		24,600		196,554
Citigroup, Inc.		15,200		451,592
IG Group Holdings PLC		17,552		119,913
ING Groep NV(d)		21,354		162,808
IntercontinentalExchange, Inc.(d)		2,481		339,153
JPMorgan Chase & Co.		9,000		334,260
Leucadia National Corp.		2,400		51,312
Moody’s Corp.		2,200		87,120
ORIX Corp.		910		84,676
Resolution Ltd.		11,320		38,870
				1,866,258
Insurance – 1.0%
Admiral Group PLC		12,360		232,564
Aegon NV		16,381		84,086
AIA Group Ltd.		90,200		311,749
Allianz SE		770		84,303
Aviva PLC		11,740		60,847
Berkshire Hathaway, Inc.(d)		1,200		101,208
Chubb Corp. (The)		1,000		73,890
Lancashire Holdings Ltd.		13,941		177,237
Prudential PLC		17,100		213,610
Reinsurance Group of America, Inc. – Class A		1,600		93,984
Suncorp Group Ltd.		8,370		79,807
Travelers Cos., Inc. (The)		1,100		71,214
Validus Holdings Ltd.		1,500		50,265
				1,634,764
Real Estate Management & Development – 0.3%
CBRE Group, Inc.(d)		4,382		75,852
Daito Trust Construction Co., Ltd.		700		68,541
Evergrande Real Estate Group Ltd.		75,000		28,894
Hang Lung Properties Ltd.		91,000		311,206
New World Development Co., Ltd.		36,523		45,648
				530,141
Thrifts & Mortgage Finance – 0.1%
Housing Development Finance Corp.		13,480		177,454
				8,733,422

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 55

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Energy – 3.9%
Energy Equipment & Services – 1.1%
AMEC PLC		6,291	$	110,627
FMC Technologies, Inc.(d)		2,480		116,163
Halliburton Co.		3,260		106,798
Helmerich & Payne, Inc.		2,900		132,356
National Oilwell Varco, Inc.		3,230		254,524
Oceaneering International, Inc.		4,076		218,229
Saipem SpA		1,100		52,090
Schlumberger Ltd.		8,090		585,554
Seadrill Ltd.		2,310		94,812
Technip SA		966		101,511
Transocean Ltd.		2,900		142,187
				1,914,851
Oil, Gas & Consumable Fuels – 2.8%
Afren PLC(d)		20,759		42,375
Banpu PCL		2,100		30,158
BG Group PLC		10,460		213,910
BP PLC		53,730		376,890
BP PLC (Sponsored ADR)		6,100		256,566
Chevron Corp.		3,800		426,208
China Petroleum & Chemical Corp. – Class H		96,000		90,683
ENI SpA		4,300		94,878
EOG Resources, Inc.		1,175		127,253
Exxaro Resources Ltd.		1,990		35,340
Exxon Mobil Corp.		11,600		1,012,680
Gazprom OAO (Sponsored ADR)		16,640		162,057
JX Holdings, Inc.		20,500		106,739
LUKOIL OAO (London) (Sponsored ADR)		2,340		132,959
Marathon Oil Corp.		3,300		91,806
Marathon Petroleum Corp.		1,400		72,450
Noble Energy, Inc.		2,391		210,169
NovaTek OAO (Sponsored GDR)(g)		1,510		180,013
Petroleo Brasileiro SA (Sponsored ADR)		11,650		239,757
PTT PCL		5,700		60,029
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		4,908		171,693
Suncor Energy, Inc. (New York)		7,910		247,425
Total SA		4,480		223,358
Valero Energy Corp.		1,900		59,394
				4,664,790
				6,579,641
Health Care – 3.7%
Biotechnology – 0.5%
Biogen Idec, Inc.(d)		1,686		247,151
Celgene Corp.(d)		2,740		197,389

56 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Gilead Sciences, Inc.(d)		6,130	$	353,640
Vertex Pharmaceuticals, Inc.(d)		1,600		85,328
				883,508
Health Care Equipment & Supplies – 0.2%
IDEXX Laboratories, Inc.(d)		2,860		271,872
Intuitive Surgical, Inc.(d)		285		140,160
				412,032
Health Care Providers & Services – 1.0%
Aetna, Inc.		1,100		42,251
Express Scripts Holding Co.(d)		1,680		105,202
Health Net, Inc.(d)		3,400		79,050
McKesson Corp.		2,180		189,900
Odontoprev SA		4,700		25,469
UnitedHealth Group, Inc.		15,937		865,379
WellPoint, Inc.		4,700		281,389
				1,588,640
Life Sciences Tools & Services – 0.1%
Eurofins Scientific		240		31,196
Illumina, Inc.(d)		2,232		93,923
				125,119
Pharmaceuticals – 1.9%
Abbott Laboratories		300		19,662
Allergan, Inc./United States		3,544		305,245
AstraZeneca PLC		6,440		301,242
AstraZeneca PLC (Sponsored ADR)		5,200		243,308
GlaxoSmithKline PLC		4,990		113,104
Johnson & Johnson		8,030		541,463
Lupin Ltd.		2,550		27,310
Merck & Co., Inc.		9,800		421,890
Novartis AG		2,480		146,247
Perrigo Co.		810		89,076
Pfizer, Inc.		27,450		654,957
Roche Holding AG		1,030		187,247
Roche Holding AG (Sponsored ADR)		1,800		81,900
				3,132,651
				6,141,950
Industrials – 3.2%
Aerospace & Defense – 0.5%
Boeing Co. (The)		3,970		283,458
General Dynamics Corp.		1,400		91,714
Northrop Grumman Corp.		700		46,823
Precision Castparts Corp.		1,615		260,144
Safran SA		4,250		148,588
				830,727
Air Freight & Logistics – 0.1%
Kuehne & Nagel International AG		1,928		219,125

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 57

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Airlines – 0.1%
Delta Air Lines, Inc.(d)		13,100	$	113,315
Building Products – 0.1%
Asahi Glass Co., Ltd.		14,000		85,197
Fortune Brands Home & Security, Inc.(d)		3,400		86,700
				171,897
Commercial Services & Supplies – 0.1%
Downer EDI Ltd.(d)		8,150		30,142
Edenred		1,698		45,305
Serco Group PLC		11,523		102,977
				178,424
Construction & Engineering – 0.1%
Bouygues SA		5,062		125,799
Larsen & Toubro Ltd.		2,580		62,490
Samsung Engineering Co., Ltd.		170		28,985
				217,274
Electrical Equipment – 0.4%
AMETEK, Inc.		3,821		131,098
Emerson Electric Co.		4,460		226,211
Rockwell Automation, Inc.		1,510		108,811
Roper Industries, Inc.		1,180		121,292
Sumitomo Electric Industries Ltd.		9,900		111,976
				699,388
Industrial Conglomerates – 0.7%
Danaher Corp.		6,546		350,670
General Electric Co.		23,900		494,969
Jardine Matheson Holdings Ltd.		1,200		64,674
Keppel Corp., Ltd.		17,800		160,035
Tyco International Ltd.		2,300		129,674
				1,200,022
Machinery – 0.3%
Cummins, Inc.		1,500		145,665
Dover Corp.		2,230		128,916
Flowserve Corp.		871		111,192
IHI Corp.		14,000		30,198
				415,971
Professional Services – 0.7%
Bureau Veritas SA		2,293		211,323
Capita PLC		34,738		398,058
Hays PLC		90,854		99,190
Intertek Group PLC		8,911		398,285
				1,106,856
Road & Rail – 0.1%
Globaltrans Investment PLC (Sponsored GDR)(g)		4,300		80,840

58 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Trading Companies & Distributors – 0.0%
Mitsubishi Corp.		3,300	$	61,102
				5,294,941
Consumer Staples – 2.5%
Beverages – 0.1%
Asahi Group Holdings Ltd.		3,600		87,364
Food & Staples Retailing – 0.7%
CVS Caremark Corp.		2,700		122,985
Delhaize Group SA		1,500		59,412
George Weston Ltd.		220		14,165
Jeronimo Martins SGPS SA		10,750		179,742
Koninklijke Ahold NV		10,130		125,283
Kroger Co. (The)		11,000		245,080
Magnit OJSC (Sponsored GDR)(g)		1,840		58,595
Olam International Ltd.		195,136		301,764
				1,107,026
Food Products – 0.2%
Archer-Daniels-Midland Co.		1,900		50,825
AVI Ltd.		3,870		26,705
Hershey Co. (The)		2,090		150,104
Nestle SA		640		39,759
Tyson Foods, Inc.– Class A		3,300		51,678
Unilever PLC		2,999		107,784
				426,855
Household Products – 0.3%
Henkel AG & Co. KGaA		200		12,406
Procter & Gamble Co. (The)		5,000		335,950
Reckitt Benckiser Group PLC		1,810		102,360
				450,716
Personal Products – 0.1%
Estee Lauder Cos., Inc. (The) – Class A		3,240		194,238
Tobacco – 1.1%
Altria Group, Inc.		5,600		190,176
British American Tobacco PLC		8,629		452,238
Imperial Tobacco Group PLC		3,110		121,337
Japan Tobacco, Inc.		5,200		157,670
KT&G Corp.		1,980		149,901
Lorillard, Inc.		1,700		213,367
Philip Morris International, Inc.		6,309		563,394
Reynolds American, Inc.		650		29,965
				1,878,048
				4,144,247

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 59

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Materials – 1.1%
Chemicals – 0.6%
Agrium, Inc. (Toronto)		940	$	92,508
Arkema SA		223		18,957
DIC Corp.		18,000		29,833
Filtrona PLC		13,526		114,775
Koninklijke DSM NV		3,100		145,524
LyondellBasell Industries NV		4,100		200,244
Monsanto Co.		2,532		220,562
OCI Co., Ltd.		470		79,132
PPG Industries, Inc.		800		88,016
				989,551
Construction Materials – 0.0%
China Shanshui Cement Group Ltd.		37,000		19,467
Metals & Mining – 0.5%
Anglo American PLC		3,850		106,916
Freeport-McMoRan Copper & Gold, Inc.		1,750		63,192
Goldcorp, Inc.		1,900		78,005
KGHM Polska Miedz SA		2,280		89,298
Kinross Gold Corp.		9,760		86,734
Rio Tinto PLC		3,440		150,188
Vale SA (Sponsored ADR) (Local Preference Shares)		16,900		272,428
				846,761
				1,855,779
Telecommunication Services – 0.8%
Diversified Telecommunication Services – 0.6%
AT&T, Inc.		8,700		318,768
CenturyLink, Inc.		5,300		223,978
Nippon Telegraph & Telephone Corp.		4,800		222,569
Telecom Italia SpA (ordinary shares)		146,500		136,113
Telecom Italia SpA (savings shares)		54,100		42,784
Vivendi SA		4,185		81,906
				1,026,118
Wireless Telecommunication Services – 0.2%
America Movil SAB de CV Series L (ADR)		2,940		75,235
Vodafone Group PLC		64,077		184,795
				260,030
				1,286,148
Utilities – 0.7%
Electric Utilities – 0.3%
American Electric Power Co., Inc.		2,500		107,475
Edison International		2,300		100,717
EDP - Energias de Portugal SA		31,000		75,623

60 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Electricite de France SA		2,880	$	58,574
Great Plains Energy, Inc.		4,100		87,412
NV Energy, Inc.		10,000		175,400
				605,201
Gas Utilities – 0.1%
Atmos Energy Corp.		3,000		104,820
Independent Power Producers & Energy Traders – 0.1%
APR Energy PLC		10,374		127,661
Multi-Utilities – 0.2%
CenterPoint Energy, Inc.		1,000		20,390
DTE Energy Co.		425		24,820
E.ON AG		5,010		114,977
National Grid PLC		6,880		74,685
NiSource, Inc.		3,300		80,322
Veolia Environnement SA		3,560		37,627
				352,821
				1,190,503
Total Common Stocks (cost $47,634,144)				53,269,320
INVESTMENT COMPANIES – 14.2%
Funds and Investment Trusts – 14.2%
AllianceBernstein Pooling Portfolios - Volatility Management Portfolio* (cost $23,905,646)		2,323,464		23,792,272
WARRANTS – 0.0%
Industrials – 0.0%
Industrial Conglomerates – 0.0%
John Keells Holdings PLC, Deutsche Bank AG London, expiring 7/05/19(d) (cost $16,842)		10,350		15,465
	Contracts
OPTIONS PURCHASED - PUTS – 0.0%
Options on Equity Indices – 0.0%
STOXX Europe Mid 200 Index Expiration: Dec 2012, Exercise Price: EUR 225.00(d)(h) (cost $76,589)		3,740		12,231

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 61

Tax-Managed Balanced Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.4%
Investment Companies – 0.4%
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio, 0.15%(i) (cost $682,577)		682,577	$	682,577
Total Investments – 99.7% (cost $156,948,327)				167,159,846
Other assets less liabilities – 0.3%				531,436
Net Assets – 100.0%			$	167,691,282

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month	Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		4	September 2012	$	108,177	$	122,560	$	14,383

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale	GBP	700	USD	1,096		11/15/12	$	(14,864)
Barclays Bank PLC Wholesale	USD	423	GBP	270		11/15/12		5,733
BNP Paribas SA	EUR	1,937	USD	2,394		11/15/12		(43,995	)
Deutsche Bank AG London	USD	423	JPY	33,143		11/15/12		411
Goldman Sachs International	USD	682	JPY	53,631		11/15/12		3,668
HSBC BankUSA	HKD	9,553	USD	1,232		11/15/12		31
HSBC BankUSA	USD	485	EUR	386		11/15/12		1,321
Royal Bank of Canada	CAD	386	USD	387		11/15/12		(3,530	)
Royal Bank of Canada	USD	352	CAD	351		11/15/12		3,210
Standard Chartered Bank	JPY	27,158	USD	344		11/15/12		(3,296	)
State Street Bank & Trust Co.	BRL	223	USD	106		10/02/12		(3,661	)
State Street Bank & Trust Co.	USD	108	BRL	223		10/02/12		925
State Street Bank & Trust Co.	AUD	61	USD	64		11/15/12		1,273
State Street Bank & Trust Co.	CAD	81	USD	82		11/15/12		88
State Street Bank & Trust Co.	CHF	74	USD	77		11/15/12		(627	)
State Street Bank & Trust Co.	EUR	139	USD	171		11/15/12		(4,203	)
State Street Bank & Trust Co.	GBP	301	USD	475		11/15/12		(2,758	)
State Street Bank & Trust Co.	INR	7,607	USD	135		11/15/12		84
State Street Bank & Trust Co.	JPY	31,647	USD	403		11/15/12		(1,110	)
State Street Bank & Trust Co.	USD	761	AUD	737		11/15/12		(4,933	)
State Street Bank & Trust Co.	USD	70	CAD	70		11/15/12		517
State Street Bank & Trust Co.	USD	162	CHF	157		11/15/12		3,096
State Street Bank & Trust Co.	USD	406	EUR	325		11/15/12		2,787
State Street Bank & Trust Co.	USD	136	GBP	86		11/15/12		542
State Street Bank & Trust Co.	USD	110	HKD	850		11/15/12		5

62 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		USD	148		JPY	11,758		11/15/12	$	2,023
State Street Bank & Trust Co.		USD	626		NOK	3,753		11/15/12		19,803
State Street Bank & Trust Co.		USD	221		SGD	275		11/15/12		50
UBS AG		USD	596		SEK	4,001		11/15/12		6,850
									$	(30,560)

PUT OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price			Expiration Month		U.S. $ Value
STOXX Europe Mid 200 Index(h) (premium received $30,673)		3,740		EUR	190.00		December 2012	$	(1,882	)

INFLATION (CPI) SWAP CONTRACTS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	2,000		1/31/19		2.385	%		CPI	#	$	(13,217	)
Barclays Bank PLC		1,800		1/31/27		2.628	%		CPI	#		(18,071	)
Goldman Sachs International		1,400		1/31/22		2.515	%		CPI	#		(11,632	)
Goldman Sachs International		6,000		1/31/15		1.990	%		CPI	#		(31,012	)
											$	(73,932)

* To obtain a copy of the fund’s financial statements, please go to the Securities Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

^#  Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

(a) Floating Rate Security. Stated interest rate was in effect at August 31, 2012.

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

(c) Illiquid security.

(d) Non-income producing security.

(e) Fair valued.

(f) Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

(g) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $319,448 or 0.2% of net assets.

(h) One contract relates to 50 shares.

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

As of August 31, 2012, the Strategy held 53.5% of its total investments in municipal bonds. Of the total investments in municipal bonds, 26.7% is insured (7.6% of this amount represents the Strategy’s holding in pre-refunded or escrowed to maturity bonds).

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 63

Tax-Managed Balanced Wealth—Portfolio of Investments

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

INR – Indian Rupee

JPY – Japanese Yen

NOK – Norwegian Krone

SEK – Swedish Krona

SGD – Singapore Dollar

Glossary:

ADR – American Depositary Receipt

AGM – Assured Guaranty Municipal

AMBAC – Ambac Assurance Corporation

CDD – Community Development District

COP – Certificate of Participation

ETM – Escrowed to Maturity

GDR – Global Depositary Receipt

GO – General Obligation

IDA – Industrial Development Authority/Agency

LID – Local Improvement District

NPFGC – National Public Finance Guarantee Corporation

NPFGC-RE – National Public Finance Guarantee Corporation Reinsuring FGIC

OJSC – Open Joint Stock Company

PCR – Pollution Control Revenue Bond

PUD – Public Utility District

RTA – Regional Transportation Authority

SD – School District

See notes to financial statements.

64 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Balanced Wealth—Portfolio of Investments

TAX-MANAGED CONSERVATIVE WEALTH

PORTFOLIO OF INVESTMENTS

August 31, 2012

	Principal Amount (000)		U.S. $ Value
MUNICIPAL OBLIGATIONS – 67.7%
Long-Term Municipal Bonds – 66.4%
Alabama – 1.5%
Alabama Pub Sch & Clg Auth 5.00%, 12/01/15	$	575	$	655,362
NPFGC-RE 5.00%, 12/01/21 (Pre-refunded/ETM)		400		423,228
				1,078,590
Arizona – 2.3%
Arizona Hlth Fac Auth (Phoenix Children’s Hospital) 1.17%, 2/01/42(a)		235		232,735
Arizona Trans Brd Fed Hwy Grant AMBAC Series 2004B 5.00%, 7/01/15 (Pre-refunded/ETM)		565		612,822
Arizona Trnsp Brd Hwy Series 2011A 5.00%, 7/01/24		675		816,115
				1,661,672
Colorado – 3.9%
Denver City & County Board of Wtr Commissioners Series 2012B 5.00%, 12/15/15		800		915,944
Denver CO City & Cnty Arpt (Denver Intl Airport) 5.25%, 11/15/18		500		599,330
Series 2011B 4.00%, 11/15/14		500		528,735
Mun Subdist No CO Wtr Dist Series 2007J 5.00%, 12/01/14		230		251,634
Regional Trnsp Dist CO COP AMBAC 5.00%, 12/01/12		555		560,439
				2,856,082
District of Columbia – 0.4%
Metro Washington Arpt Auth VA Series 2010B 5.00%, 10/01/16		275		318,876
Florida – 6.4%
Florida Brd of Ed GO (Florida GO) Series 2012A 5.00%, 6/01/15		210		235,462

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 65

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Florida Dept Envrn Protn FL Forever (Florida Documentary Stamp Tax) Series 2008B 5.25%, 7/01/16-7/01/17	$	910	$	1,072,784
Florida Hurricane Catastr Fd Fin Corp. Series 2008A 5.00%, 7/01/14		130		140,260
Series 2010A 5.00%, 7/01/16		365		416,918
Jacksonville FL Elec Auth Series 2011-23 5.00%, 10/01/13		740		777,022
Jacksonville FL Spl Rev Appropriation 5.00%, 10/01/19		1,140		1,388,737
Miami Beach FL Hlth Fac Auth (Mt. Sinai Medical Center FL) 3.00%, 11/15/15(b)		200		208,358
Sunshine St Govtl Fing Commn FL (Miami-Dade Cnty FL Non-Ad Valorem) 5.00%, 9/01/13		410		428,044
				4,667,585
Georgia – 2.4%
Atlanta GA Arpt (Hartsfield Jackson Atlanta Intl Arpt) 5.00%, 1/01/14		475		501,063
Fulton & De Kalb Cnty GA Hosp AGM 5.00%, 1/01/13		240		243,497
Fulton Cnty GA Dev Auth (Robert W. Woodruff Arts Ctr) Series 2009 B 5.25%, 3/15/24		305		349,475
Georgia Mun Elec Auth Series 2008A 5.25%, 1/01/17		190		221,247
Main Street Nat Gas, Inc. (JP Morgan Chase) Series A 5.00%, 3/15/17		385		434,373
				1,749,655
Illinois – 2.9%
Chicago IL Wtr 5.00%, 11/01/25		620		750,163
Illinois Fin Auth (Illinois Unemployment) Series 2012B 5.00%, 6/15/19		255		281,956

66 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Illinois GO 5.00%, 8/01/15	$	385	$	426,491
AMBAC Series B 5.00%, 3/01/14		600		636,048
				2,094,658
Indiana – 0.8%
Indiana Bond Bank Gas (JP Morgan Chase) Series 2007A 5.25%, 10/15/20		150		173,425
Indiana Fin Auth (Indiana SRF) 5.00%, 2/01/27		275		328,419
Jasper Cnty IN PCR (No. Indiana Pub Serv Co.)
NPFGC 5.60%, 11/01/16		75		84,810
				586,654
Louisiana – 1.5%
Louisiana Offshore Term Auth (Loop, Inc.) 1.60%, 10/01/37		330		330,225
Morehouse Parish LA PCR (International Paper Co.) Series A 5.25%, 11/15/13		265		278,597
New Orleans LA GO NPFGC 5.25%, 12/01/20		450		496,638
				1,105,460
Massachusetts – 2.8%
Massachusetts GO AGM Series 2006C 2.544%, 11/01/19(c)		300		310,119
Series 2011B 4.00%, 8/01/13		1,115		1,153,088
Massachusetts Hlth & Ed Facs Auth (Caregroup, Inc.) Series 2008 5.00%, 7/01/16		540		603,283
				2,066,490
Michigan – 3.4%
Detroit MI City SD GO Series 2012A 4.00%, 5/01/14		145		152,455
Detroit MI Swr Disp AGM 0.909%, 7/01/32(a)		410		315,999

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 67

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Michigan Fin Auth (Michigan Unemployment) 5.00%, 7/01/20	$	915	$	1,120,509
Series 2012A 5.00%, 7/01/14		845		916,039
				2,505,002
Mississippi – 0.3%
Mississippi Business Fin Corp. (Mississippi Power Co.) 2.25%, 12/01/40		245		246,416
Missouri – 2.7%
Bi-State Dev Agy MO (St. Louis MO City & Cnty Sales Tax) Series 2010B 4.00%, 10/15/13		630		650,702
City of Springfield 5.00%, 12/01/14		850		929,951
St. Louis MO Arpt (Lambert- St. Louis Intl Arpt) NPFGC 5.50%, 7/01/16		375		432,431
				2,013,084
Nevada – 2.0%
Clark Cnty NV SD GO NPFGC Series 2003D 5.50%, 6/15/13		780		810,873
Nevada GO Series 2008C 5.00%, 6/01/15(d)		260		291,600
Nevada Hwy Motor Veh Fuel Tax 5.00%, 12/01/16		325		380,552
				1,483,025
New Jersey – 0.9%
New Jersey EDA (New Jersey Cigarette Tax) 5.00%, 6/15/16		330		370,936
New Jersey EDA (New Jersey Trnst Pj Lease) Series 2008A 5.00%, 5/01/17		250		291,873
				662,809
New Mexico – 0.7%
New Mexico Severance Tax Series 2010D 4.00%, 7/01/13		500		515,505

68 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
New York – 5.2%
Metropolitan Trnsp Auth NY Series 2012D 4.00%, 11/15/15	$	625	$	688,312
New York NY GO Series C 5.25%, 8/01/17		160		192,709
New York NY Trnsl Fin Auth Series 2012B 5.00%, 11/01/15		780		889,130
New York St Dormitory Auth (New York St Lease CUNY) Series 2008B 5.00%, 7/01/16		150		173,835
New York St Dormitory Auth (New York St Lease Svc Contract) Series 2009 A 5.00%, 7/01/18		1,000		1,191,870
New York St Thruway Auth (New York St Pers Income Tax) Series 2008A 5.00%, 3/15/18		270		325,974
New York St Thruway Auth (New York St Thruway Auth Ded Tax) Series 2008B
5.00%, 4/01/16		280		321,941
				3,783,771
North Carolina – 2.9%
North Carolina Eastern Mun Pwr Agy 5.375%, 1/01/17		225		228,708
Series C 5.30%, 1/01/15		800		812,992
North Carolina Mun Pwr Agy #1 5.50%, 1/01/13 (Pre-refunded/ETM)		140		142,341
Series A 5.50%, 1/01/13		295		299,853
Noth Carolina Turnpike Auth 4.00%, 7/01/14		580		616,064
				2,099,958
Ohio – 2.2%
Cleveland OH Arpt Sys AMBAC Series 2006A 5.00%, 1/01/16		490		539,627
Cleveland OH Mun SD GO AGM 5.25%, 12/01/19		585		626,833

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 69

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Cuyahoga Cnty OH Econ Dev (Cuyahoga Cnty OH Lease) Series 2010G 5.25%, 12/01/25	$	285	$	334,884
Ohio Wtr Dev Auth (Cleveland Electric Illum) Series 2008C 7.25%, 11/01/32		140		141,514
				1,642,858
Pennsylvania – 5.6%
Pennsylvania Econ Dev Fin Auth (First Energy Corp.) Series 2010A 3.00%, 11/01/41		245		246,201
Pennsylvania GO 4.00%, 6/01/14		535		568,577
Series 2010A 5.00%, 5/01/14		280		301,389
Pennsylvania IDA (Pennsylvania IDA Econ Dev) 5.00%, 7/01/15		655		724,364
Philadelphia PA Parking Auth (Philadelphia Airport Parking) Series 2009 5.125%, 9/01/22		800		912,608
Philadelphia PA SD GO Series 2010 C 5.00%, 9/01/12		1,020		1,020,000
Pittsburgh PA GO 5.00%, 9/01/14		285		305,434
				4,078,573
Puerto Rico – 2.5%
Commonwealth of Puerto Rico Series 2002A 5.50%, 7/01/18		120		134,611
Puerto Rico Elec Pwr Auth 5.00%, 7/01/21		300		332,049
Puerto Rico Govt Dev Bank 5.00%, 12/01/12		400		403,988
Puerto Rico Hwy & Trnsp Auth (Puerto Rico Hwy & Trnsp Spl Tax) AMBAC Series 2007N 2.824%, 7/01/28(c)		280		225,509
Puerto Rico Sales Tax Fin Corp. Series 2009A 5.50%, 8/01/23		605		699,471
				1,795,628

70 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Rhode Island – 1.0%
Rhode Island Higher Ed Svgs Tr (Rhode Island DOT Fed Hwy Grant) Series 2009A 5.25%, 6/15/18	$	600	$	725,118
Texas – 9.7%
Austin TX Utils Sys AGM 5.00%, 11/15/13		215		227,038
Dallas Fort Worth TX Intl Arpt Series 2009A 5.00%, 11/01/15		1,010		1,130,382
Denton TX ISD GO Series 2012A 2.125%, 8/01/42		180		186,356
Garland TX ISD GO Series 2005 5.00%, 2/15/13		700		714,791
Houston TX ISD GO 2.00%, 6/01/29		450		460,467
Lower Colorado River Auth TX 5.00%, 5/15/24		295		343,834
SA Energy Acq Pub Fac Corp. Gas (Goldman Sachs Group, Inc.) Series 2007 5.50%, 8/01/22		460		517,546
San Antonio TX Wtr NPFGC-RE 5.50%, 5/15/16		1,220		1,437,928
Spring TX ISD GO 5.00%, 8/15/24		600		733,536
Texas PFA (Texas Workforce Commission) Series 2010A 5.00%, 7/01/13		1,200		1,247,232
Texas Trnsp Comm (Central Texas Turnpike) Series 2009 2.75%, 8/15/42		110		110,846
				7,109,956
Virginia – 1.4%
Virginia Trnsp Brd (Virginia Fed Hwy Grant) Series 2012A 4.00%, 3/15/14		940		992,133

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 71

Tax-Managed Conservative Wealth—Portfolio of Investments

	Principal Amount (000)		U.S. $ Value
Washington – 1.0%
Energy Northwest WA (Bonneville Power Admin) Series 2012A 5.00%, 7/01/19	$	620	$	765,582
Total Long-Term Municipal Bonds (cost $46,791,869)				48,605,140
Short-Term Municipal Notes – 1.3%
Mississippi – 1.3%
Mississippi Business Fin Corp. (Chevron USA, Inc.) Series 2009 C 0.17%, 12/01/30(e)		225		225,000
Series 2010C 0.16%, 12/01/30(e)		750		750,000
Total Short-Term Municipal Notes (cost $975,000)				975,000
Total Municipal Obligations (cost $47,766,869)				49,580,140
	Shares
COMMON STOCKS – 19.8%
Information Technology – 3.5%
Communications Equipment – 0.3%
Cisco Systems, Inc.		4,840		92,347
F5 Networks, Inc.(f)		690		67,268
QUALCOMM, Inc.		831		51,074
				210,689
Computers & Peripherals – 0.8%
Apple, Inc.		585		389,165
Dell, Inc.(f)		300		3,177
EMC Corp./MA(f)		1,463		38,462
Fujitsu Ltd.		7,000		28,627
Hewlett-Packard Co.		4,900		82,712
Seagate Technology PLC		900		28,809
Wistron Corp.		9,081		10,201
				581,153
Electronic Equipment, Instruments & Components – 0.1%
AU Optronics Corp.(f)		67,710		20,795
Hon Hai Precision Industry Co., Ltd.		4,000		11,386
LG Display Co., Ltd.(f)		2,290		53,056
				85,237
Internet Software & Services – 0.6%
Baidu, Inc. (Sponsored ADR)(f)		540		60,178
eBay, Inc.(f)		1,571		74,575
Google, Inc. – Class A(f)		302		206,897
LinkedIn Corp.(f)		240		25,752

72 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Rackspace Hosting, Inc.(f)		580	$	34,789
Telecity Group PLC		2,210		30,519
				432,710
IT Services – 0.4%
Cognizant Technology Solutions Corp. – Class A(f)		1,865		119,882
Tata Consultancy Services Ltd.		1,970		47,570
Visa, Inc. – Class A		695		89,134
				256,586
Office Electronics – 0.0%
Konica Minolta Holdings, Inc.		1,500		11,176
Semiconductors & Semiconductor Equipment – 0.7%
Advanced Semiconductor Engineering, Inc.		32,871		24,746
Applied Materials, Inc.		5,100		59,619
Broadcom Corp. – Class A(f)		935		33,221
GCL-Poly Energy Holdings Ltd.		86,000		13,275
Intel Corp.		3,000		74,490
Lam Research Corp.(f)		850		29,010
Micron Technology, Inc.(f)		5,800		36,018
Samsung Electronics Co., Ltd.		30		32,738
Samsung Electronics Co., Ltd. (Preference Shares)		150		96,786
SK Hynix, Inc.(f)		1,480		27,803
Sumco Corp.(f)		900		6,832
Tokyo Electron Ltd.		400		18,897
Xilinx, Inc.		905		30,689
				484,124
Software – 0.6%
ANSYS, Inc.(f)		1,058		73,743
CA, Inc.		275		7,158
Citrix Systems, Inc.(f)		1,435		111,485
Intuit, Inc.		1,030		60,296
Nintendo Co., Ltd.		100		11,279
Oracle Corp.		2,460		77,859
Red Hat, Inc.(f)		1,020		57,161
TIBCO Software, Inc.(f)		2,550		76,296
				475,277
				2,536,952
Consumer Discretionary – 3.3%
Auto Components – 0.2%
Cie Generale des Etablissements Michelin – Class B		460		32,923
GKN PLC		6,530		22,141
Lear Corp.		950		36,888
Magna International, Inc. (Toronto) – Class A		520		22,441
TRW Automotive Holdings Corp.(f)		900		39,339

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 73

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Valeo SA		490	$	23,124
				176,856
Automobiles – 0.4%
Bayerische Motoren Werke AG		260		18,802
Dongfeng Motor Group Co., Ltd. – Class H		14,000		18,264
Ford Motor Co.		3,200		29,888
General Motors Co.(f)		2,500		53,375
Harley-Davidson, Inc.		715		30,002
Honda Motor Co., Ltd.		900		28,674
Kia Motors Corp.		190		12,458
Mazda Motor Corp.(f)		14,000		16,904
Nissan Motor Co., Ltd.		4,700		44,077
Renault SA		390		18,188
Volkswagen AG (Preference Shares)		230		40,508
				311,140
Distributors – 0.1%
Imperial Holdings Ltd.		580		14,076
Li & Fung Ltd.		50,000		81,433
				95,509
Diversified Consumer Services – 0.1%
Anhanguera Educacional Participacoes SA		1,800		26,789
Apollo Group, Inc. – Class A(f)		900		24,165
Estacio Participacoes SA		2,800		43,450
				94,404
Hotels, Restaurants & Leisure – 0.5%
Ajisen China Holdings Ltd.		31,000		19,203
Chipotle Mexican Grill, Inc. – Class A(f)		235		67,830
Las Vegas Sands Corp.		800		33,912
MGM Resorts International(f)		5,000		49,300
Sands China Ltd.		23,200		82,605
Sodexo		360		28,442
Starbucks Corp.		1,075		53,331
				334,623
Household Durables – 0.2%
MRV Engenharia e Participacoes SA		6,700		38,882
Newell Rubbermaid, Inc.		2,100		37,653
NVR, Inc.(f)		25		20,704
PulteGroup Inc(f)		1,000		13,680
Sony Corp.		1,100		12,460
				123,379
Internet & Catalog Retail – 0.1%
priceline.com, Inc.(f)		92		55,620
Media – 0.8%
CBS Corp. – Class B		1,400		50,876
Comcast Corp. – Class A		2,470		82,819
DIRECTV(f)		650		33,859

74 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Discovery Communications, Inc. – Class A(f)		617	$	33,836
Fairfax Media Ltd.		12,300		5,375
Focus Media Holding Ltd. (ADR)		1,770		42,569
Gannett Co., Inc.		3,100		47,306
McGraw-Hill Cos., Inc. (The)		850		43,520
News Corp. – Class A		1,800		42,102
Time Warner Cable, Inc. – Class A		500		44,410
Viacom, Inc. – Class B		900		45,009
Walt Disney Co. (The)		2,830		140,000
				611,681
Multiline Retail – 0.2%
Dollar General Corp.(f)		805		41,111
Golden Eagle Retail Group Ltd.		22,000		40,684
Macy’s, Inc.		1,100		44,341
Target Corp.		225		14,420
				140,556
Specialty Retail – 0.4%
Belle International Holdings Ltd.		30,000		54,268
GameStop Corp. – Class A		700		13,356
Home Depot, Inc. (The)		500		28,375
Indomobil Sukses Internasional TBK PT		10,000		5,986
L’Occitane International SA		6,750		17,271
Lowe’s Cos., Inc.		1,000		28,480
Mr. Price Group Ltd.		940		15,211
Nitori Holdings Co., Ltd.		500		50,137
Staples, Inc.		500		5,460
Yamada Denki Co., Ltd.		1,420		68,552
				287,096
Textiles, Apparel & Luxury Goods – 0.3%
Cie Financiere Richemont SA		480		29,365
Coach, Inc.		1,460		84,870
LVMH Moet Hennessy Louis Vuitton SA		40		6,517
Trinity Ltd.		28,000		18,441
VF Corp.		442		67,485
				206,678
				2,437,542
Financials – 3.1%
Capital Markets – 0.4%
Affiliated Managers Group, Inc.(f)		395		46,460
Blackstone Group LP		2,545		34,332
Credit Suisse Group AG(f)		500		9,635
Deutsche Bank AG		480		17,015
Macquarie Group Ltd.		1,570		43,866
Morgan Stanley		2,800		42,000
State Street Corp.		900		37,440
UBS AG(f)		5,043		56,267
				287,015

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 75

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Commercial Banks – 1.2%
Banco Bilbao Vizcaya Argentaria SA		4,535	$	34,497
Banco do Brasil SA		4,100		46,819
Banco do Estado do Rio Grande do Sul SA (Preference Shares)		900		7,338
Banco Santander Brasil SA/Brazil (ADR)		860		6,519
Banco Santander SA(f)		4,723		33,608
Bank of Montreal		180		10,522
BB&T Corp.		475		14,981
BNP Paribas SA		824		35,663
CIT Group, Inc.(f)		1,920		72,499
HDFC Bank Ltd.		1,610		17,230
HSBC Holdings PLC		11,800		102,793
Intesa Sanpaolo SpA		18,700		29,304
Itau Unibanco Holding SA (ADR)		1,660		26,245
KB Financial Group, Inc.		1,279		41,577
KeyCorp		650		5,480
Lloyds Banking Group PLC(f)		38,300		20,212
Mitsubishi UFJ Financial Group, Inc.		8,700		39,769
National Australia Bank Ltd.		1,560		40,840
Regions Financial Corp.		900		6,264
Sberbank of Russia (Sponsored ADR)		1,175		13,560
Societe Generale SA(f)		1,508		39,755
Sumitomo Mitsui Financial Group, Inc.		1,000		31,146
Turkiye Vakiflar Bankasi Tao – Class D		10,440		23,634
US Bancorp		300		10,023
Wells Fargo & Co.		4,450		151,433
Westpac Banking Corp.		550		14,134
				875,845
Consumer Finance – 0.1%
Discover Financial Services		350		13,555
Shriram Transport Finance Co., Ltd.		2,900		33,202
				46,757
Diversified Financial Services – 0.6%
Bank of America Corp.		3,200		25,568
Citigroup, Inc.		4,150		123,296
IG Group Holdings PLC		4,773		32,609
ING Groep NV(f)		5,700		43,458
IntercontinentalExchange, Inc.(f)		707		96,647
JPMorgan Chase & Co.		2,300		85,422
Leucadia National Corp.		650		13,897
Moody’s Corp.		575		22,770
ORIX Corp.		220		20,471
Resolution Ltd.		1,412		4,849
				468,987
Insurance – 0.6%
Admiral Group PLC		3,447		64,858
Aegon NV		4,203		21,575

76 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
AIA Group Ltd.		24,800	$	85,714
Allianz SE		190		20,802
Aviva PLC		2,900		15,030
Berkshire Hathaway, Inc.(f)		300		25,302
Chubb Corp. (The)		200		14,778
Lancashire Holdings Ltd.		3,820		48,565
Prudential PLC		4,610		57,587
Reinsurance Group of America, Inc. – Class A		475		27,902
Suncorp Group Ltd.		2,220		21,167
Travelers Cos., Inc. (The)		275		17,804
Validus Holdings Ltd.		375		12,566
				433,650
Real Estate Management & Development – 0.2%
CBRE Group, Inc.(f)		1,195		20,686
Daito Trust Construction Co., Ltd.		200		19,583
Evergrande Real Estate Group Ltd.		28,000		10,787
Hang Lung Properties Ltd.		25,000		85,496
New World Development Co., Ltd.		8,280		10,349
				146,901
Thrifts & Mortgage Finance – 0.0%
Housing Development Finance Corp.		1,950		25,670
				2,284,825
Energy – 2.4%
Energy Equipment & Services – 0.7%
AMEC PLC		1,748		30,739
FMC Technologies, Inc.(f)		675		31,617
Halliburton Co.		875		28,665
Helmerich & Payne, Inc.		900		41,076
National Oilwell Varco, Inc.		865		68,162
Oceaneering International, Inc.		1,117		59,804
Saipem SpA		320		15,153
Schlumberger Ltd.		2,215		160,322
Seadrill Ltd.		680		27,910
Technip SA		263		27,637
Transocean Ltd.		900		44,127
				535,212
Oil, Gas & Consumable Fuels – 1.7%
Afren PLC(f)		5,799		11,837
Banpu PCL		550		7,899
BG Group PLC		2,900		59,306
BP PLC		14,680		102,973
BP PLC (Sponsored ADR)		1,600		67,296
Chevron Corp.		980		109,917
China Petroleum & Chemical Corp. – Class H		26,000		24,560
ENI SpA		560		12,356
EOG Resources, Inc.		315		34,114

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Company	Shares		U.S. $ Value
Exxaro Resources Ltd.		570	$	10,123
Exxon Mobil Corp.		3,150		274,995
Gazprom OAO (Sponsored ADR)		4,560		44,410
JX Holdings, Inc.		2,100		10,934
LUKOIL OAO (London) (Sponsored ADR)		690		39,206
Marathon Oil Corp.		900		25,038
Noble Energy, Inc.		648		56,959
NovaTek OAO (Sponsored GDR)(g)		370		44,106
Petroleo Brasileiro SA (Sponsored ADR)		3,210		66,062
PTT PCL		1,300		13,691
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		1,340		46,876
Suncor Energy, Inc. (New York)		2,180		68,190
Total SA		1,210		60,327
Valero Energy Corp.		500		15,630
				1,206,805
				1,742,017
Health Care – 2.3%
Biotechnology – 0.3%
Biogen Idec, Inc.(f)		482		70,656
Celgene Corp.(f)		740		53,310
Gilead Sciences, Inc.(f)		1,625		93,746
Vertex Pharmaceuticals, Inc.(f)		400		21,332
				239,044
Health Care Equipment & Supplies – 0.1%
IDEXX Laboratories, Inc.(f)		780		74,147
Intuitive Surgical, Inc.(f)		79		38,851
				112,998
Health Care Providers & Services – 0.6%
Aetna, Inc.		300		11,523
Express Scripts Holding Co.(f)		515		32,249
Health Net, Inc.(f)		900		20,925
McKesson Corp.		590		51,395
Odontoprev SA		1,500		8,129
UnitedHealth Group, Inc.		4,194		227,734
WellPoint, Inc.		1,400		83,818
				435,773
Life Sciences Tools & Services – 0.1%
Eurofins Scientific		130		16,898
Illumina, Inc.(f)		601		25,290
				42,188
Pharmaceuticals – 1.2%
Abbott Laboratories		75		4,916
Allergan, Inc./United States		960		82,685
AstraZeneca PLC		1,738		81,298
AstraZeneca PLC (Sponsored ADR)		1,400		65,506

78 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

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Company	Shares		U.S. $ Value
GlaxoSmithKline PLC		1,310	$	29,693
Johnson & Johnson		2,250		151,717
Lupin Ltd.		680		7,283
Merck & Co., Inc.		2,800		120,540
Novartis AG		690		40,690
Perrigo Co.		226		24,853
Pfizer, Inc.		7,375		175,967
Roche Holding AG		290		52,720
Roche Holding AG (Sponsored ADR)		800		36,400
				874,268
				1,704,271
Industrials – 2.0%
Aerospace & Defense – 0.3%
Boeing Co. (The)		1,070		76,398
General Dynamics Corp.		350		22,929
Northrop Grumman Corp.		175		11,706
Precision Castparts Corp.		443		71,358
Safran SA		1,040		36,360
				218,751
Air Freight & Logistics – 0.1%
Kuehne & Nagel International AG		520		59,100
Airlines – 0.1%
Cathay Pacific Airways Ltd.		5,000		8,189
Delta Air Lines, Inc.(f)		3,400		29,410
				37,599
Building Products – 0.1%
Asahi Glass Co., Ltd.		4,000		24,342
Fortune Brands Home & Security, Inc.(f)		900		22,950
				47,292
Commercial Services & Supplies – 0.1%
Downer EDI Ltd.(f)		2,330		8,617
Edenred		460		12,274
Serco Group PLC		3,140		28,061
				48,952
Construction & Engineering – 0.1%
Bouygues SA		1,480		36,780
Larsen & Toubro Ltd.		710		17,197
Samsung Engineering Co., Ltd.		40		6,820
				60,797
Electrical Equipment – 0.2%
AMETEK, Inc.		1,125		38,599
Emerson Electric Co.		1,210		61,371
Rockwell Automation, Inc.		414		29,833
Roper Industries, Inc.		320		32,893
Sumitomo Electric Industries Ltd.		2,600		29,407
				192,103

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 79

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Industrial Conglomerates – 0.5%
Danaher Corp.		1,797	$	96,265
General Electric Co.		7,000		144,970
Jardine Matheson Holdings Ltd.		400		21,558
Keppel Corp., Ltd.		5,200		46,752
Tyco International Ltd.		900		50,742
				360,287
Machinery – 0.1%
Cummins, Inc.		375		36,417
Dover Corp.		600		34,686
Flowserve Corp.		235		30,000
IHI Corp.		4,000		8,628
				109,731
Professional Services – 0.4%
Bureau Veritas SA		600		55,296
Capita PLC		9,093		104,196
Hays PLC		24,950		27,239
Intertek Group PLC		2,420		108,164
				294,895
Road & Rail – 0.0%
Globaltrans Investment PLC (Sponsored GDR)(g)		1,200		22,560
Trading Companies & Distributors – 0.0%
Mitsubishi Corp.		1,000		18,516
				1,470,583
Consumer Staples – 1.6%
Beverages – 0.0%
Asahi Group Holdings Ltd.		1,000		24,268
Food & Staples Retailing – 0.4%
CVS Caremark Corp.		450		20,498
Delhaize Group SA		400		15,843
George Weston Ltd.		50		3,219
Jeronimo Martins SGPS SA		3,020		50,495
Koninklijke Ahold NV		2,610		32,279
Kroger Co. (The)		3,000		66,840
Magnit OJSC (Sponsored GDR)(g)		520		16,560
Olam International Ltd.		52,636		81,398
				287,132
Food Products – 0.2%
Archer-Daniels-Midland Co.		500		13,375
Hershey Co. (The)		565		40,578
Nestle SA		190		11,803
Tyson Foods, Inc. – Class A		2,300		36,018
Unilever PLC		840		30,190
				131,964

80 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
Household Products – 0.2%
Procter & Gamble Co. (The)		1,400	$	94,066
Reckitt Benckiser Group PLC		510		28,842
				122,908
Personal Products – 0.1%
Estee Lauder Cos., Inc. (The) – Class A		875		52,456
Tobacco – 0.7%
Altria Group, Inc.		1,600		54,336
British American Tobacco PLC		2,440		127,878
Imperial Tobacco Group PLC		824		32,148
Japan Tobacco, Inc.		1,300		39,418
KT&G Corp.		540		40,882
Lorillard, Inc.		500		62,755
Philip Morris International, Inc.		1,730		154,489
Reynolds American, Inc.		175		8,067
				519,973
				1,138,701
Materials – 0.7%
Chemicals – 0.4%
Agrium, Inc. (Toronto)		340		33,460
Arkema SA		170		14,452
DIC Corp.		4,000		6,630
Filtrona PLC		3,600		30,548
Koninklijke DSM NV		823		38,634
LyondellBasell Industries NV		1,100		53,724
Monsanto Co.		692		60,280
OCI Co., Ltd.		100		16,836
				254,564
Construction Materials – 0.0%
China Shanshui Cement Group Ltd.		10,000		5,261
Metals & Mining – 0.3%
Anglo American PLC		1,010		28,048
Dowa Holdings Co., Ltd.		1,000		6,607
Freeport-McMoRan Copper & Gold, Inc.		475		17,152
Goldcorp, Inc.		560		22,991
KGHM Polska Miedz SA		570		22,325
Kinross Gold Corp.		1,500		13,330
Rio Tinto PLC		930		40,603
Vale SA (Sponsored ADR) (Local Preference Shares)		4,580		73,830
				224,886
				484,711
Telecommunication Services – 0.5%
Diversified Telecommunication Services – 0.4%
AT&T, Inc.		2,400		87,936

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 81

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
CenturyLink, Inc.		1,400	$	59,164
Nippon Telegraph & Telephone Corp.		1,300		60,279
Telecom Italia SpA (ordinary shares)		31,330		29,108
Telecom Italia SpA (savings shares)		28,200		22,302
Vivendi SA		1,136		22,233
				281,022
Wireless Telecommunication Services – 0.1%
America Movil SAB de CV Series L (ADR)		930		23,799
China Mobile Ltd.		1,000		10,704
Vodafone Group PLC		17,355		50,051
				84,554
				365,576
Utilities – 0.4%
Electric Utilities – 0.2%
Edison International		250		10,948
EDP - Energias de Portugal SA		7,870		19,198
Electricite de France SA		740		15,050
Great Plains Energy, Inc.		1,200		25,584
NV Energy, Inc.		2,100		36,834
				107,614
Gas Utilities – 0.0%
Atmos Energy Corp.		425		14,849
Independent Power Producers & Energy Traders – 0.0%
APR Energy PLC		2,517		30,974
Multi-Utilities – 0.2%
CenterPoint Energy, Inc.		250		5,098
CMS Energy Corp.		2,000		46,140
DTE Energy Co.		100		5,840
E.ON AG		1,400		32,129
National Grid PLC		2,320		25,185
NiSource, Inc.		600		14,604
Public Service Enterprise Group, Inc.		375		11,872
Veolia Environnement SA		950		10,041
				150,909
				304,346
Total Common Stocks (cost $12,896,537)				14,469,524
INVESTMENT COMPANIES – 10.0%
Funds and Investment Trusts – 10.0%
AllianceBernstein Pooling Portfolios - Volatility Management Portfolio* (cost $7,373,436)		716,847		7,340,511

82 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Tax-Managed Conservative Wealth—Portfolio of Investments

Company	Shares		U.S. $ Value
WARRANTS – 0.1%
Financials – 0.1%
Thrifts & Mortgage Finance – 0.1%
Housing Development Finance Corp., Merrill Lynch International, expiring 8/19/15(f)		1,920	$	25,426
Industrials – 0.0%
Industrial Conglomerates – 0.0%
John Keells Holdings PLC, Deutsche Bank AG London, expiring 7/05/19(f)		2,800		4,183
Consumer Discretionary – 0.0%
Auto Components – 0.0%
Bharat Forge Ltd., Merrill Lynch Intl & Co., expiring 5/03/16(f)		410		2,060
Total Warrants (cost $29,976)				31,669
	Contracts
OPTIONS PURCHASED - PUTS – 0.0%
Options on Equity Indices – 0.0%
STOXX Europe Mid 200 Index Expiration: Dec 2012, Exercise Price: EUR 225.00(f)(h) (cost $20,478)		1,000		3,270
	Shares
SHORT-TERM INVESTMENTS – 2.7%
Investment Companies – 2.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(i) (cost $1,958,489)		1,958,489		1,958,489
Total Investments – 100.3% (cost $70,045,785)				73,383,603
Other assets less liabilities – (0.3)%				(192,474	)
Net Assets – 100.0%			$	73,191,129

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		1		September 2012	$	26,931	$	30,640	$	3,709

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Tax-Managed Conservative Wealth—Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	EUR	403	USD	499		11/15/12	$	(9,160	)
State Street Bank & Trust Co.	BRL	59	USD	28		10/02/12		(969	)
State Street Bank & Trust Co.	USD	29	BRL	59		10/02/12		73
State Street Bank & Trust Co.	AUD	15	USD	16		11/15/12		313
State Street Bank & Trust Co.	CAD	82	USD	82		11/15/12		(813	)
State Street Bank & Trust Co.	CHF	12	USD	12		11/15/12		(102	)
State Street Bank & Trust Co.	EUR	162	USD	200		11/15/12		(3,829	)
State Street Bank & Trust Co.	GBP	245	USD	384		11/15/12		(4,988	)
State Street Bank & Trust Co.	HKD	2,378	USD	307		11/15/12		(70	)
State Street Bank & Trust Co.	INR	1,998	USD	36		11/15/12		22
State Street Bank & Trust Co.	JPY	10,915	USD	138		11/15/12		(1,027	)
State Street Bank & Trust Co.	NOK	73	USD	12		11/15/12		(70	)
State Street Bank & Trust Co.	SEK	60	USD	9		11/15/12		17
State Street Bank & Trust Co.	USD	184	AUD	178		11/15/12		(835	)
State Street Bank & Trust Co.	USD	107	CAD	107		11/15/12		1,018
State Street Bank & Trust Co.	USD	37	CHF	36		11/15/12		710
State Street Bank & Trust Co.	USD	213	EUR	170		11/15/12		869
State Street Bank & Trust Co.	USD	103	GBP	66		11/15/12		1,511
State Street Bank & Trust Co.	USD	306	JPY	24,039		11/15/12		1,295
State Street Bank & Trust Co.	USD	167	NOK	999		11/15/12		5,253
State Street Bank & Trust Co.	USD	157	SEK	1,056		11/15/12		1,741
State Street Bank & Trust Co.	USD	51	SGD	63		11/15/12		1
							$	(9,040)

PUT OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		U.S. $ Value
STOXX Europe Mid 200 Index (h) (premium received $8,201)		1,000	EUR	190.00		December 2012	$	(503)

INFLATION (CPI) SWAP CONTRACTS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Barclays Bank	$	2,000		7/29/13		1.830	%		CPI	#	$	(56,282	)
Barclays Bank		3,000		8/11/15		2.030	%		CPI	#		(124,788	)
Barclays Bank		500		7/19/17		2.0375	%		CPI	#		8,952
Morgan Stanley		1,500		10/31/18		1.960	%		CPI	#		(14,029	)
											$	(186,147)

* To obtain a copy of the fund’s financial statements, please go to the Securities Exchange Commission’s website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

# Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

(a) Floating Rate Security. Stated interest rate was in effect at August 31, 2012.

(b) When-Issued or delayed delivery security.

(c) Variable rate coupon, rate shown as of August 31, 2012.

(d) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding. The aggregate market value of these securities amounted to $262,440.

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(e) Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

(f) Non-income producing security.

(g) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $83,226 or 0.1% of net assets.

(h) One contract relates to 50 shares.

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

As of August 31, 2012, the Strategy held 67.6% of its total investments in municipal bonds. Of the total investments in municipal bonds, 16.1% is insured (13.0% of this amount represents the Strategy’s holding in pre-refunded or escrowed to maturity bonds).

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

INR – Indian Rupee

JPY – Japanese Yen

NOK – Norwegian Krone

SEK – Swedish Krona

SGD – Singapore Dollar

Glossary:

ADR – American Depositary Receipt

AMBAC – Ambac Assurance Corporation

COP – Certificate of Participation

DOT – Department of Transportation

EDA – Economic Development Agency

ETM – Escrowed to Maturity

GDR – Global Depositary Receipt

GO – General Obligation

IDA – Industrial Development Authority/Agency

ISD – Independent School District

NPFGC – National Public Finance Guarantee Corporation

NPFGC-RE – National Public Finance Guarantee Corporation Reinsuring FGIC

OJSC – Open Joint Stock Company

PCR – Pollution Control Revenue Bond

PFA – Public Finance Authority

SD – School District

SRF – State Revolving Fund

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 85

Tax-Managed Conservative Wealth—Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

August 31, 2012

	Tax-Managed Wealth Appreciation Strategy			Tax-Managed Balanced Wealth Strategy			Tax-Managed Conservative Wealth Strategy
Assets
Investments in securities, at value
Unaffiliated issuers (cost $439,204,383, $132,360,104 and $60,713,860, respectively)	$	478,966,157		$	142,684,997		$	64,084,603
Affiliated issuers (cost $130,147,565, $24,588,223 and $9,331,925, respectively)		129,649,509			24,474,849			9,299,000
Cash(a)		63,217			9,029			2,257
Foreign currencies, at value (cost $877,395, $75,900 and $31,626, respectively)		877,423			75,765			31,665
Interest and dividends receivable		1,491,163			1,118,658			566,141
Receivable for investment securities sold and foreign currency transactions		1,282,122			739,591			23,171
Receivable for shares of beneficial interest sold		946,219			430,206			139,768
Unrealized appreciation of forward currency exchange contracts		405,073			52,417			12,823
Receivable for variation margin on futures contracts		10,721			1,531			383
Unrealized appreciation on swap contracts		– 0	–		– 0	–		8,952
Total assets		613,691,604			169,587,043			74,168,763

(a) Amounts of $63,200, $9,029 and $2,257, respectively, have been segregated to collateralize margin requirements for the open futures contracts outstanding at August 31, 2012.

See notes to financial statements.

86 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Statement of Assets & Liabilities

	Tax-Managed Wealth Appreciation Strategy			Tax-Managed Balanced Wealth Strategy			Tax-Managed Conservative Wealth Strategy
Liabilities
Due to custodian	$	– 0	–	$	700,037		$	– 0	–
Payable for investment securities purchased and foreign currency transactions		2,689,027			132,966			317,548
Payable for shares of beneficial interest redeemed		831,270			613,430			270,884
Unrealized depreciation of forward currency exchange contracts		700,581			82,977			21,863
Advisory fee payable		335,976			78,851			16,336
Audit fee payable		46,134			51,652			55,933
Distribution fee payable		27,816			65,753			31,435
Options written, at value (premium received $258,999, $30,673 and $8,201, respectively)		15,889			1,882			503
Transfer Agent fee payable		10,717			8,640			3,617
Unrealized depreciation on swap contracts		– 0	–		73,932			195,099
Accrued expenses and other liabilities		85,209			85,641			64,416
Total liabilities		4,742,619			1,895,761			977,634
Net Assets	$	608,948,985		$	167,691,282		$	73,191,129
Composition of Net Assets
Shares of beneficial interest, at par	$	512		$	136		$	65
Additional paid-in capital		686,338,117			167,606,348			70,458,175
Undistributed net investment income		2,275,047			142,727			42,661
Accumulated net realized loss on investment and foreign currency transactions		(118,989,929	)		(10,212,213	)		(465,130	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		39,325,238			10,154,284			3,155,358
Net Assets	$	608,948,985		$	167,691,282		$	73,191,129

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 87

Statement of Assets & Liabilities

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Tax-Managed Wealth Appreciation Strategy	Net Assets		Shares Outstanding		Net Asset Value
Class A	$	33,958,990		2,864,912	$	11.85	*
Class B	$	4,042,843		346,812	$	11.66
Class C	$	18,337,464		1,571,499	$	11.67
Advisor Class	$	552,609,688		46,418,739	$	11.90
Tax-Managed Balanced Wealth Strategy
Class A	$	97,866,215		7,971,774	$	12.28	*
Class B	$	11,385,772		926,062	$	12.29
Class C	$	35,614,730		2,890,041	$	12.32
Advisor Class	$	22,824,565		1,856,923	$	12.29
Tax-Managed Conservative Wealth Strategy
Class A	$	45,220,574		4,041,902	$	11.19	*
Class B	$	4,562,470		396,578	$	11.50
Class C	$	18,499,015		1,607,177	$	11.51
Advisor Class	$	4,909,070		437,910	$	11.21

* The maximum offering price per share for Class A shares of Tax-Managed Wealth Appreciation Strategy, Tax-Managed Balanced Wealth Strategy and Tax-Managed Conservative Wealth Strategy was $12.38, $12.83 and $11.69, respectively, which reflects a sales charge of 4.25%.

See notes to financial statements.

88 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended August 31, 2012

	Tax-Managed Wealth Appreciation Strategy			Tax-Managed Balanced Wealth Strategy			Tax-Managed Conservative Wealth Strategy
Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $451,566, $56,559 and $15,957, respectively)	$	12,083,445		$	1,589,651		$	442,900
Affiliated issuers		10,569			3,174			1,794
Interest		225			3,333,084			1,500,785
Total income		12,094,239			4,925,909			1,945,479
Expenses
Advisory fee (see Note B)		3,906,187			993,161			448,914
Distribution fee – Class A		108,199			317,137			148,619
Distribution fee – Class B		56,303			156,218			60,138
Distribution fee – Class C		206,495			387,780			207,138
Transfer agency – Class A		11,420			95,554			43,628
Transfer agency – Class B		4,158			16,696			7,730
Transfer agency – Class C		8,540			36,906			19,870
Transfer agency – Advisor Class		169,747			18,801			4,699
Custodian		255,985			177,017			157,090
Registration fees		87,082			59,308			48,824
Audit		58,416			67,846			65,742
Trustees’ fees		54,850			55,465			54,928
Legal		49,628			47,094			47,174
Printing		35,418			23,688			30,138
Miscellaneous		42,363			28,299			26,311
Total expenses		5,054,791			2,480,970			1,370,943
Less: expenses waived and reimbursed by the Adviser (see Note B)		– 0	–		– 0	–		(220,462	)
Net expenses		5,054,791			2,480,970			1,150,481
Net investment income		7,039,448			2,444,939			794,998

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 89

Statement of Operations

	Tax-Managed Wealth Appreciation Strategy			Tax-Managed Balanced Wealth Strategy			Tax-Managed Conservative Wealth Strategy
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions(a)	$	25,100,960		$	7,877,104		$	2,942,723
Futures contracts		(86,003	)		(23,396	)		(7,076	)
Swap contracts		– 0	–		16,563			(27,500	)
Foreign currency transactions		(1,500,895	)		(202,514	)		(50,294	)
Net change in unrealized appreciation/depreciation of:
Investments(b)		5,518,737			(1,256,569	)		(922,482	)
Futures contracts		160,136			38,263			10,391
Options written		243,110			28,791			7,698
Swap contracts		– 0	–		(89,968	)		86,561
Foreign currency denominated assets and liabilities		(919,396	)		(103,233	)		(29,646	)
Net gain on investment and foreign currency transactions		28,516,649			6,285,041			2,010,375
Net Increase in Net Assets from Operations	$	35,556,097		$	8,729,980		$	2,805,373

(a) Net of foreign capital gains taxes of $12,183, $195 and $216, respectively.

(b) Net of increase in accrued foreign capital gains taxes of $3,569, $322 and $43, respectively.

See notes to financial statements.

90 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Tax-Managed Wealth Appreciation Strategy
	Year Ended August 31, 2012			Year Ended August 31, 2011
Increase in Net Assets from Operations
Net investment income	$	7,039,448		$	6,550,160
Net realized gain on investment and foreign currency transactions		23,514,062			52,890,491
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		5,002,587			11,421,600
Net increase in net assets from operations		35,556,097			70,862,251
Dividends to Shareholders from
Net investment income
Class A		(476,438	)		(553,402	)
Class B		(23,476	)		(27,998	)
Class C		(99,071	)		(86,949	)
Advisor Class		(8,439,747	)		(7,036,450	)
Transactions in Shares of Beneficial Interest
Net increase (decrease)		1,385,349			(19,576,334	)
Total increase		27,902,714			43,581,118
Net Assets
Beginning of period		581,046,271			537,465,153
End of period (including undistributed net investment income of $2,275,047 and $5,809,360, respectively)	$	608,948,985		$	581,046,271

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 91

Statement of Changes in Net Assets

	Tax-Managed Balanced Wealth Strategy
	Year Ended August 31, 2012			Year Ended August 31, 2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	2,444,939		$	3,344,474
Net realized gain on investment and foreign currency transactions		7,667,757			16,557,272
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,382,716	)		(2,932,961	)
Net increase in net assets from operations		8,729,980			16,968,785
Dividends to Shareholders from
Net investment income
Class A		(1,944,431	)		(2,724,680	)
Class B		(162,518	)		(306,819	)
Class C		(424,428	)		(664,033	)
Advisor Class		(424,285	)		(344,959	)
Transactions in Shares of Beneficial Interest
Net decrease		(33,654,006	)		(47,642,039	)
Capital Contributions
Proceeds from third party regulatory settlement (see Note E)		5,573			– 0	–
Total decrease		(27,874,115	)		(34,713,745	)
Net Assets
Beginning of period		195,565,397			230,279,142
End of period (including undistributed net investment income of $142,727 and $836,465, respectively)	$	167,691,282		$	195,565,397

See notes to financial statements.

92 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Statement of Changes in Net Assets

	Tax-Managed Conservative Wealth Strategy
	Year Ended August 31, 2012			Year Ended August 31, 2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	794,998		$	1,300,528
Net realized gain on investment and foreign currency transactions		2,857,853			5,201,796
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(847,478	)		(976,342	)
Net increase in net assets from operations		2,805,373			5,525,982
Dividends to Shareholders from
Net investment income
Class A		(701,110	)		(1,129,281	)
Class B		(33,181	)		(101,508	)
Class C		(127,638	)		(262,384	)
Advisor Class		(91,833	)		(104,471	)
Transactions in Shares of Beneficial Interest
Net decrease		(17,946,888	)		(24,134,326	)
Total decrease		(16,095,277	)		(20,205,988	)
Net Assets
Beginning of period		89,286,406			109,492,394
End of period (including undistributed net investment income of $42,661 and $253,498, respectively)	$	73,191,129		$	89,286,406

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 93

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

August 31, 2012

NOTE A

Significant Accounting Policies

The AllianceBernstein Portfolios (the “Trust”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of seven series: the AllianceBernstein Growth Fund, the Wealth Appreciation Strategy, the Balanced Wealth Strategy, the Conservative Wealth Strategy, the Tax-Managed Wealth Appreciation Strategy, the Tax-Managed Balanced Wealth Strategy and the Tax-Managed Conservative Wealth Strategy. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the Tax-Managed Wealth Appreciation Strategy, the Tax-Managed Balanced Wealth Strategy and the Tax-Managed Conservative Wealth Strategy (the “Strategies”). The Strategies offer Class A, Class B, Class C and Advisor Class shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Strategies to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Mutual Fund, (ii) for purposes of dividend reinvestment, (iii) through the Strategies’ Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All four classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Strategies.

94 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

1. Security Valuation

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

In general, the market value of securities which are readily available and deemed reliable are determined as follows: Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 95

Notes to Financial Statements

to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Strategies value their securities which may materially affect the value of securities trading in such markets.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Strategies would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Strategies. Unobservable inputs reflect the Strategies’ own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

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

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

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

96 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

The following tables summarize the valuation of the Strategies’ investments by the above fair value hierarchy levels as of August 31, 2012:

Tax-Managed Wealth Appreciation Strategy
	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Information Technology	$	67,319,469		$	14,734,102		$	– 0	–	$	82,053,571
Financials		36,712,689			42,792,371			– 0	–		79,505,060
Consumer Discretionary		51,185,377			28,158,895			– 0	–		79,344,272
Energy		40,576,913			16,616,809			– 0	–		57,193,722
Health Care		47,965,463			7,570,623			– 0	–		55,536,086
Industrials		27,609,729			22,338,557			– 0	–		49,948,286
Consumer Staples		22,032,206			15,750,728			– 0	–		37,782,934
Materials		9,204,669			7,106,774			– 0	–		16,311,443
Telecommunication Services		6,184,931			5,609,811			– 0	–		11,794,742
Utilities		6,069,412			3,190,878			– 0	–		9,260,290
Investment Companies		121,482,666			– 0	–		– 0	–		121,482,666
Warrants		– 0	–		– 0	–		132,476			132,476
Options Purchased – Puts		– 0	–		103,275			– 0	–		103,275
Short-Term Investments		8,166,843			– 0	–		– 0	–		8,166,843
Total Investments in Securities		444,510,367			163,972,823	+		132,476			608,615,666
Other Financial Instruments*:
Assets:
Futures Contracts		101,358			– 0	–		– 0	–		101,358	#
Forward Currency Exchange Contracts		– 0	–		405,073			– 0	–		405,073
Liabilities:
Forward Currency Exchange Contracts		– 0	–		(700,581	)		– 0	–		(700,581	)
Put Options Written		– 0	–		(15,889	)		– 0	–		(15,889	)
Total**	$	444,611,725		$	163,661,426		$	132,476		$	608,405,627

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 97

Notes to Financial Statements

Tax-Managed Balanced Wealth Strategy
	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Municipal Obligations	$	– 0	–	$	87,152,651		$	2,235,330	^	$	89,387,981
Common Stocks:
Information Technology		7,668,484			1,617,042			– 0	–		9,285,526
Consumer Discretionary		5,758,905			2,998,258			– 0	–		8,757,163
Financials		4,001,847			4,731,575			– 0	–		8,733,422
Energy		4,633,904			1,945,737			– 0	–		6,579,641
Health Care		5,335,604			806,346			– 0	–		6,141,950
Industrials		2,911,492			2,383,449			– 0	–		5,294,941
Consumer Staples		2,311,828			1,832,419			– 0	–		4,144,247
Materials		1,101,689			754,090			– 0	–		1,855,779
Telecommunication Services		617,981			668,167			– 0	–		1,286,148
Utilities		829,017			361,486			– 0	–		1,190,503
Investment Companies		23,792,272			– 0	–		– 0	–		23,792,272
Warrants		– 0	–		– 0	–		15,465			15,465
Options Purchased – Puts		– 0	–		12,231			– 0	–		12,231
Short-Term Investments		682,577			– 0	–		– 0	–		682,577
Total Investments in Securities		59,645,600			105,263,451	+		2,250,795			167,159,846
Other Financial Instruments*:
Assets:
Futures Contracts		14,383			– 0	–		– 0	–		14,383	#
Forward Currency Exchange Contracts		– 0	–		52,417			– 0	–		52,417
Liabilities:
Forward Currency Exchange Contracts		– 0	–		(82,977	)		– 0	–		(82,977	)
Put Options Written		– 0	–		(1,882	)		– 0	–		(1,882	)
Swap Contracts		– 0	–		(73,932	)		– 0	–		(73,932	)
Total**	$	59,659,983		$	105,157,077		$	2,250,795		$	167,067,855

98 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

Tax-Managed Conservative Wealth Strategy
	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Municipal Obligations	$	– 0	–	$	49,437,799		$	142,341		$	49,580,140
Common Stocks:
Information Technology		2,091,266			445,686			– 0	–		2,536,952
Consumer Discretionary		1,611,453			826,089			– 0	–		2,437,542
Financials		1,032,108			1,252,717			– 0	–		2,284,825
Energy		1,241,555			500,462			– 0	–		1,742,017
Health Care		1,475,689			228,582			– 0	–		1,704,271
Industrials		813,087			657,496			– 0	–		1,470,583
Consumer Staples		647,579			491,122			– 0	–		1,138,701
Materials		274,767			209,944			– 0	–		484,711
Telecommunication Services		170,899			194,677			– 0	–		365,576
Utilities		202,743			101,603			– 0	–		304,346
Investment Companies		7,340,511			– 0	–		– 0	–		7,340,511
Warrants		– 0	–		– 0	–		31,669			31,669
Options Purchased – Puts		– 0	–		3,270			– 0	–		3,270
Short-Term Investments		1,958,489			– 0	–		– 0	–		1,958,489
Total Investments in Securities		18,860,146			54,349,447	+		174,010			73,383,603
Other Financial Instruments*:
Assets:
Futures Contracts		3,709			– 0	–		– 0	–		3,709	#
Forward Currency Exchange Contracts		– 0	–		12,823			– 0	–		12,823
Interest Rate Swap Contracts		– 0	–		8,952			– 0	–		8,952
Liabilities:
Forward Currency Exchange Contracts		– 0	–		(21,863	)		– 0	–		(21,863	)
Put Options Written		– 0	–		(503	)		– 0	–		(503	)
Swap Contracts		– 0	–		(195,099	)		– 0	–		(195,099	)
Total**	$	18,863,855		$	54,153,757		$	174,010		$	73,191,622

^ The Strategy held securities with zero value at period end.

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

+ A significant portion of the Strategy’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

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

** There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 99

Notes to Financial Statements

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

Tax-Managed Wealth Appreciation Strategy	Energy			Warrants			Total
Balance as of 8/31/11	$	199,793		$	– 0	–	$	199,793
Accrued discounts/(premiums)		– 0	–		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		– 0	–		(8,122	)		(8,122	)
Purchases		– 0	–		140,598			140,598
Sales		– 0	–		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		(199,793	)		– 0	–		(199,793	)
Balance as of 8/31/12	$	– 0	–	$	132,476		$	132,476
Net change in unrealized appreciation/depreciation from Investments held as of 8/31/12*	$	– 0	–	$	(8,122	)	$	(8,122	)
Tax-Managed Balanced Wealth Strategy	Municipal Obligations^			Energy			Warrants
Balance as of 8/31/11	$	– 0	–	$	54,888		$	– 0	–
Accrued discounts/(premiums)		(131,705	)		– 0	–		– 0	–
Realized gain (loss)		41			– 0	–		– 0	–
Change in unrealized appreciation/depreciation		168,173			– 0	–		(1,377	)
Purchases		101,518			– 0	–		16,842
Sales		(200,000	)		– 0	–		– 0	–
Settlements		– 0	–		– 0	–		– 0	–
Transfers in to Level 3+		2,297,303			– 0	–		– 0	–
Transfers out of Level 3		– 0	–		(54,888	)		– 0	–
Balance as of 8/31/12	$	2,235,330		$	– 0	–	$	15,465
Net change in unrealized appreciation/depreciation from Investments held as of 8/31/12*	$	168,173		$	– 0	–	$	(1,377	)

100 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

	Swap Transactions			Total
Balance as of 8/31/11	$	16,036		$	70,924
Accrued discounts/(premiums)		– 0	–		(131,705	)
Realized gain (loss)		16,563			16,604
Change in unrealized appreciation/depreciation		(16,036	)		150,760
Purchases		– 0	–		118,360
Sales		– 0	–		(200,000	)
Settlements		(16,563	)		(16,563	)
Transfers in to Level 3		– 0	–		2,297,303
Transfers out of Level 3		– 0	–		(54,888	)
Balance as of 8/31/12	$	– 0	–	$	2,250,795
Net change in unrealized appreciation/depreciation from Investments held as of 8/31/12*	$	– 0	–	$	166,796

Tax-Managed Conservative Wealth Strategy	Municipal Obligations			Energy			Warrants
Balance as of 8/31/11	$	– 0	–	$	15,369		$	– 0	–
Accrued discounts/(premiums)		(2,270	)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–		1,377
Change in unrealized appreciation/depreciation		(4,929	)		– 0	–		(5,015	)
Purchases		– 0	–		– 0	–		7,333
Sales		– 0	–		– 0	–		(8,219	)
Transfers in to Level 3		149,540			– 0	–		36,193
Transfers out of Level 3		– 0	–		(15,369	)		– 0 –
Balance as of 8/31/12	$	142,341		$	– 0	–	$	31,669
Net change in unrealized appreciation/depreciation from Investments held as of 8/31/12*	$	(4,929	)	$	– 0	–	$	(5,015	)

	Total
Balance as of 8/31/11	$	15,369
Accrued discounts/(premiums)		(2,270	)
Realized gain (loss)		1,377
Change in unrealized appreciation/depreciation		(9,944	)
Purchases		7,333
Sales		(8,219	)
Transfers in to Level 3		185,733
Transfers out of Level 3		(15,369	)
Balance as of 8/31/12	$	174,010
Net change in unrealized appreciation/depreciation from Investments held as of 8/31/12*	$	(9,944	)

^ The Strategy held securities with zero value at period end.

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

+ Transferred out of Level 2 into Level 3 due to insufficient observable inputs.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 101

Notes to Financial Statements

The following presents information about significant unobservable inputs related to Tax-Managed Balanced Wealth Strategy’s material categories of Level 3 investments at August 31, 2012:

Quantitative Information about Level 3 Fair Value Measurements

	Fair Value at 8/31/2012		Valuation Technique	Unobservable Input	Range
Local Governments - Municipal Bonds	$	2,235,330	Third Party Vendor	Vendor Quote	$	30.00 - $107.18
			Qualitative Assessment		$	0.00

The Adviser has established a Valuation Committee (the “Committee”) with responsibility for overseeing the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures (the “Pricing Policies”). In particular, the Pricing Policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regularly monitoring the Adviser’s pricing and valuation policies and procedures and modifying or enhancing these policies and procedures (or recommending the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the Pricing Policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the Pricing Policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable comfort of the accuracy of prices including: 1) periodic vendor due diligence meetings, review methodologies, new developments, process at vendors, 2) daily and monthly multi-source pricing compares, reviewed and submitted to the Committee, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, there are several processes outside of the pricing process that are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance and, 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

102 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 103

Notes to Financial Statements

6. Class Allocations

All income earned and expenses incurred by the Strategies are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Strategy represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Trust are charged to each Strategy in proportion to each Strategy’s respective net assets. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Strategies pay the Adviser at the annual rates as follows:

	Average Daily Net Assets
Tax-Managed Strategy	First $2.5 Billion			Next $2.5 Billion			In Excess of $5 Billion
Wealth Appreciation		.65	%		.55	%		.50	%
Balanced Wealth		.55	%		.45	%		.40	%
Conservative Wealth		.55	%		.45	%		.40	%

Such fees are accrued daily and paid monthly.

The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis as follows:

Tax-Managed Strategy	Class A			Class B			Class C			Advisor Class
Conservative Wealth		1.20	%		1.90	%		1.90	%		.90	%

For the year ended August 31, 2012, such waiver/reimbursement amounted to $220,462 for the Tax-Managed Conservative Wealth Strategy.

The Strategies compensate AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Strategies. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $124,739, $93,856 and $37,147

104 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

for the Tax-Managed Wealth Appreciation Strategy, Tax-Managed Balanced Wealth Strategy and Tax-Managed Conservative Wealth Strategy, respectively, for the year ended August 31, 2012.

The Strategies may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Strategies’ transactions in shares of the Government STIF Portfolio for the year ended August 31, 2012 is as follows:

Tax-Managed Strategy	Market Value August 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value August 31, 2012 (000)		Dividend Income (000)
Wealth Appreciation	$	13,204	$	162,356	$	167,393	$	8,167	$	11
Balanced Wealth		3,623		62,366		65,306		683		3
Conservative Wealth		95		38,748		36,885		1,958		2

The Strategies may invest in the AllianceBernstein Pooling Portfolios—Volatility Management Portfolio (“Volatility Management Portfolio”), an open-end management investment company managed by the Adviser. A summary of the Strategies’ transactions in shares of the Volatility Management Portfolio for the year ended August 31, 2012 is as follows:

Tax-Managed Strategy	Market Value August 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Unrealized Depreciation (000)		Market Value August 31, 2012 (000)		Dividend Income (000)
Wealth Appreciation	$	– 0 –	$	139,787	$	17,563	$	(243)	$	(498)	$	121,483	$	– 0 –
Balanced Wealth		– 0 –		29,515		5,664		54		(113)		23,792		– 0 –
Conservative Wealth		– 0 –		8,917		1,562		19		(33)		7,341		– 0 –

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Strategies’ shares. The Distributor has advised the Strategies that it has retained front-end sales charges from the sale of Class A shares and received contingent deferred sales charges

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 105

Notes to Financial Statements

imposed upon redemptions by shareholders of Class A, Class B and Class C shares for each Strategy for the year ended August 31, 2012 as follows:

	Front-End Sales Charges		Contingent Deferred Sales Charges
Tax-Managed Strategy	Class A		Class A		Class B		Class C
Wealth Appreciation	$	1,612	$	–0 –	$	2,337	$	540
Balanced Wealth		4,020		227		5,657		2,080
Conservative Wealth		2,758		2		1,514		1,177

Brokerage commissions paid on investment transactions for the year ended August 31, 2012 amounted to $723,366, $105,967 and $29,045 for the Tax-Managed Wealth Appreciation Strategy, Tax-Managed Balanced Wealth Strategy and Tax-Managed Conservative Wealth Strategy, respectively, of which $0 and $1,288; $4 and $180; and $5 and $56 were paid, respectively, to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Plans

The Strategies have adopted a Plan for each class of shares of the Strategies pursuant to Rule 12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, the Strategies pay distribution and servicing fees to the Distributor at an annual rate of up to .50% of the Strategies’ average daily net assets attributable to Class A shares and 1% of the Strategies’ average daily net assets attributable to both Class B and Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. Payments under the Class A plan are currently limited to .30% of the Strategies’ average daily net assets attributable to Class A shares. The Plans provide that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Strategies are not obligated under the Plans to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plans is to compensate the Distributor for its distribution services with respect to the sale of the Strategies’ shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plans are characterized by the staff of the Securities Exchange Commission as being a “compensation” plan.

In the event that a Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Strategies to the Distributor with respect to the relevant class. The Plans also provide that the Adviser may use its own resources to finance the distribution of the Strategies’ shares.

106 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended August 31, 2012, were as follows:

Tax-Managed Strategy	Purchases		Sales
Wealth Appreciation	$	550,014,472	$	547,513,873
Balanced Wealth		96,334,494		133,850,863
Conservative Wealth		40,495,685		59,848,919

There were no investment transactions in U.S. government securities during the year ended August 31, 2012.

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency, written options and swap transactions) are as follows:

Tax-Managed Strategy			Gross Unrealized				Net Unrealized Appreciation
	Cost		Appreciation		(Depreciation)
Wealth Appreciation	$	575,285,081	$	68,905,859	$	(35,575,274)	$	33,330,585
Balanced Wealth		157,560,520		13,940,420		(4,341,094)		9,599,326
Conservative Wealth		70,193,732		4,276,171		(1,086,300)		3,189,871

1. Derivative Financial Instruments

The Strategies may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

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

• Futures Contracts

The Strategies may buy or sell futures contracts for investment purposes or for the purpose of hedging their portfolios against adverse effects of potential movements in the market or for investment purposes. The Strategy bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Strategies may purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 107

Notes to Financial Statements

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

Use of long futures contracts subjects the Strategy to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures contracts. Use of short futures contracts subjects the Strategy to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended August 31, 2012, the Strategies held futures contracts for hedging purposes.

• Forward Currency Exchange Contracts

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

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

108 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Strategy has in that particular currency contract.

During the year ended August 31, 2012, the Strategies held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

For hedging and investment purposes, the Strategies may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, indices and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Strategies may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Strategies pay a premium whether or not the option is exercised. Additionally, the Strategies bear the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Strategies write an option, the premium received by the Strategies is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Strategies on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Strategies have realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Strategies. In writing an option, the Strategies bear the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Strategies could result in the Strategies selling or buying a security or currency at a price different from the current market value.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 109

Notes to Financial Statements

During the year ended August 31, 2012, the Strategies held purchased options for hedging purposes. During the year ended August 31, 2012, the Strategies held written options for hedging purposes.

For the year ended August 31, 2012, the Strategies had the following transactions in written options:

Tax-Managed Wealth Appreciation Strategy	Number of Contracts			Premiums Received
Options written outstanding as of 8/31/11		– 0	–	$	– 0	–
Options written		31,580			258,999
Options expired		– 0	–		– 0	–
Options bought back		– 0	–		– 0	–
Options exercised		– 0	–		– 0	–
Options written outstanding as of 8/31/12		31,580		$	258,999
Tax-Managed Balanced Wealth Strategy	Number of Contracts			Premiums Received
Options written outstanding as of 8/31/11		– 0	–	$	– 0	–
Options written		3,740			30,673
Options expired		– 0	–		– 0	–
Options bought back		– 0	–		– 0	–
Options exercised		– 0	–		– 0	–
Options written outstanding as of 8/31/12		3,740		$	30,673
Tax-Managed Conservative Wealth Strategy	Number of Contracts			Premiums Received
Options written outstanding as of 8/31/11		– 0	–	$	– 0	–
Options written		1,000			8,201
Options expired		– 0	–		– 0	–
Options bought back		– 0	–		– 0	–
Options exercised		– 0	–		– 0	–
Options written outstanding as of 8/31/12		1,000		$	8,201

• Swap Agreements

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

110 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Strategy, and/or the termination value at the end of the contract. Therefore, the Strategy considers the creditworthiness of each counterparty to a swap contract in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Strategy and the counterparty and by the posting of collateral by the counterparty to the Strategy to cover the Strategies exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Strategy accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swap agreements may be used to protect the net asset value, or NAV, of a Strategy against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if unexpected inflation increases.

During the year ended August 31, 2012, Tax-Managed Balanced Wealth Strategy and Tax-Managed Conservative Wealth Strategy held inflation (CPI) swaps for hedging purposes. Tax-Managed Wealth Appreciation Strategy did not hold inflation swaps during the year ended August 31, 2012.

Interest Rate Swaps:

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

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 111

Notes to Financial Statements

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

During the year ended August 31, 2012, Tax-Managed Balanced Wealth Strategy held interest rate swaps for hedging purposes. Tax-Managed Wealth Appreciation Strategy and Tax-Managed Conservative Wealth Strategy did not hold interest rate swaps during the year ended August 31, 2012.

Documentation governing the Strategies’ OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Strategy decline below specific levels set forth in the documentation (“net asset contingent features”). If these levels are triggered, the Strategies’ counterparty has the right to terminate such transaction and require the Strategy to pay or receive a settlement amount in connection with the terminated transaction. As of August 31, 2012, Tax-Managed Wealth Appreciation Strategy, Tax-Managed Balanced Wealth Strategy and Tax-Managed Conservative Wealth Strategy had OTC derivatives with contingent features in net liability positions in the amount of $532,618, $128,568, and $195,810, respectively. The fair value of assets pledged as collateral by the Tax-Managed Conservative Wealth Strategy for such derivatives was $262,440 at August 31, 2012. If a trigger event had occurred at August 31, 2012, for those derivatives in a net liability position, no additional amounts would be required to be posted by the Tax-Managed Conservative Wealth Strategy since the aggregate fair value of the required collateral posted exceeded the settlement amounts of open derivative contracts. If a trigger event had occurred at August 31, 2012, for those derivatives in a net liability position, amounts of $532,618 and $128,568 would be required to be posted by the Tax-Managed Wealth Appreciation Strategy and Tax-Managed Balanced Wealth Strategy, respectively.

112 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

At August 31, 2012, the Strategies had entered into the following derivatives:

Tax-Managed Wealth Appreciation Strategy	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	405,073		Unrealized depreciation of forward currency exchange contracts	$	700,581
Equity contracts	Receivable/Payable for variation margin on futures contracts		101,358	*
Equity contracts	Investments in securities, at value		103,275
Equity contracts					Options written, at value		15,889
Total		$	609,706			$	716,470

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

The effect of derivative instruments on the statement of operations for the year ended August 31, 2012:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(1,284,141	)	$	(892,466	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(86,003	)		160,136

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Notes to Financial Statements

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		– 0	–		(543,427	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		– 0	–		243,110
Total		$	(1,370,144)		$	(1,032,647)

For the year ended August 31, 2012, the average monthly principal amount of foreign currency exchange contracts was $117,660,200 and the average monthly original value of futures contracts was $750,954. For three months of the year, the average monthly cost of purchased options contracts was $646,702.

Tax-Managed Balanced Wealth Strategy	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	52,417		Unrealized depreciation of forward currency exchange contracts	$	82,977
Interest rate contracts					Unrealized depreciation on interest rate swap contracts		73,932
Equity contracts	Receivable/Payable for variation margin on futures contracts		14,383	*
Equity contracts	Investments in securities, at value		12,231
Equity contracts					Options written, at value		1,882
Total		$	79,031			$	158,791

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

114 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the year ended August 31, 2012:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(174,782	)	$	(96,411	)
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		16,563			(89,968	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(23,396	)		38,263
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		– 0	–		(64,358	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		– 0	–		28,791
Total		$	(181,615)		$	(183,683)

For the year ended August 31, 2012, the average monthly principal amount of foreign currency exchange contracts was $16,492,063, the average monthly notional amount of swap contracts was $7,340,000, and the average monthly original value of futures contracts was $93,185. For three months of the year, the average monthly cost of purchased options contracts was $76,588.

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Notes to Financial Statements

Tax-Managed Conservative Wealth Strategy	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	12,823		Unrealized depreciation of forward currency exchange contracts	$	21,863
Interest rate contracts	Unrealized appreciation on interest rate swap contracts		8,952		Unrealized depreciation on interest rate swap contracts		195,099
Equity contracts	Receivable/Payable for variation margin on futures contracts		3,709	*
Equity contracts	Investments in securities, at value		3,270
Equity contracts					Options written, at value		503
Total		$	28,754			$	217,465

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

116 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

The effect of derivative instruments on the statement of operations for the year ended August 31, 2012:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(17,514	)	$	(27,913	)
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		(27,500	)		86,561
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(7,076	)		10,391
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		– 0	–		(17,208	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		– 0	–		7,698
Total		$	(52,090	)	$	59,529

For the year ended August 31, 2012, the average monthly principal amount of foreign currency exchange contracts was $4,647,241, the average monthly notional amount of swap contracts was $8,192,308 and the average monthly original value of futures contracts was $29,678. For three months of the year, the average monthly cost of purchased options contracts was $20,478.

2. Currency Transactions

The Strategies may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Strategies may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Strategies 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 Strategies and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it

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Notes to Financial Statements

may be more efficient than a direct investment in a foreign currency-denominated security. The Strategies 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).

NOTE E

Shares of Beneficial Interest

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

	Tax-Managed Wealth Appreciation Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class A
Shares sold		92,048			198,759		$	1,059,450		$	2,394,672
Shares issued in reinvestment of dividends		40,912			39,988			436,534			479,852
Shares converted from Class B		173,343			14,799			2,023,837			179,294
Shares redeemed		(913,468	)		(1,884,577	)		(10,477,353	)		(22,689,401	)
Net decrease		(607,165	)		(1,631,031	)	$	(6,957,532	)	$	(19,635,583	)
Class B
Shares sold		6,851			6,995		$	77,779		$	82,920
Shares issued in reinvestment of dividends		2,061			2,130			21,723			25,193
Shares converted to Class A		(175,963	)		(15,071	)		(2,023,837	)		(179,294	)
Shares redeemed		(141,104	)		(268,603	)		(1,581,507	)		(3,184,803	)
Net decrease		(308,155	)		(274,549	)	$	(3,505,842	)	$	(3,255,984	)
Class C
Shares sold		26,904			90,255		$	309,386		$	1,076,243
Shares issued in reinvestment of dividends		7,357			6,075			77,611			71,995
Shares redeemed		(488,956	)		(845,462	)		(5,544,586	)		(10,070,836	)
Net decrease		(454,695	)		(749,132	)	$	(5,157,589	)	$	(8,922,598	)
Advisor Class
Shares sold		15,627,486			13,789,003		$	180,229,095		$	168,203,504
Shares issued in reinvestment of dividends		272,450			266,705			2,912,492			3,208,460
Shares redeemed		(14,306,742	)		(13,057,212	)		(166,135,275	)		(159,174,133	)
Net increase		1,593,194			998,496		$	17,006,312		$	12,237,831

118 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

	Tax-Managed Balanced Wealth Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class A
Shares sold		231,292			612,302		$	2,787,129		$	7,410,929
Shares issued in reinvestment of dividends		145,996			200,330			1,764,652			2,401,177
Shares converted from Class B		467,226			55,731			5,657,789			678,768
Shares redeemed		(2,591,761	)		(3,601,195	)		(31,100,883	)		(43,640,091	)
Net decrease		(1,747,247	)		(2,732,832	)	$	(20,891,313	)	$	(33,149,217	)
Class B
Shares sold		23,577			33,656		$	285,026		$	407,881
Shares issued in reinvestment of dividends		12,618			23,780			151,160			286,373
Shares converted to Class A		(466,766	)		(55,663	)		(5,657,789	)		(678,768	)
Shares redeemed		(293,191	)		(548,455	)		(3,552,882	)		(6,645,147	)
Net decrease		(723,762	)		(546,682	)	$	(8,774,485	)	$	(6,629,661	)
Class C
Shares sold		104,414			251,256		$	1,263,720		$	3,061,227
Shares issued in reinvestment of dividends		31,327			48,982			378,695			591,612
Shares redeemed		(874,775	)		(1,254,775	)		(10,535,648	)		(15,252,377	)
Net decrease		(739,034	)		(954,537	)	$	(8,893,233	)	$	(11,599,538	)
Advisor Class
Shares sold		1,013,677			549,638		$	12,140,500		$	6,661,024
Shares issued in reinvestment of dividends		22,916			19,825			278,352			238,052
Shares redeemed		(630,487	)		(261,375	)		(7,513,827	)		(3,162,699	)
Net increase		406,106			308,088		$	4,905,025		$	3,736,377

	Tax-Managed Conservative Wealth Strategy
	Shares				Amount
	Year Ended August 31, 2012		Year Ended August 31, 2011		Year Ended August 31, 2012		Year Ended August 31, 2011
Class A
Shares sold		245,499		383,247	$	2,692,160	$	4,240,102
Shares issued in reinvestment of dividends		55,968		90,779		616,797		995,895

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Notes to Financial Statements

	Tax-Managed Conservative Wealth Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Shares converted from Class B		194,937			108,197		$	2,152,291		$	1,201,589
Shares redeemed		(1,395,746	)		(1,848,450	)		(15,373,201	)		(20,458,712	)
Net decrease		(899,342	)		(1,266,227	)	$	(9,911,953	)	$	(14,021,126	)
Class B
Shares sold		15,574			7,735		$	175,957		$	88,119
Shares issued in reinvestment of dividends		2,743			7,882			30,672			88,949
Shares converted to Class A		(189,684	)		(105,396	)		(2,152,291	)		(1,201,589	)
Shares redeemed		(123,167	)		(306,843	)		(1,394,750	)		(3,492,497	)
Net decrease		(294,534	)		(396,622	)	$	(3,340,412	)	$	(4,517,018	)
Class C
Shares sold		58,605			142,216		$	662,484		$	1,618,775
Shares issued in reinvestment of dividends		9,712			19,626			109,217			221,962
Shares redeemed		(470,022	)		(643,794	)		(5,331,592	)		(7,331,646	)
Net decrease		(401,705	)		(481,952	)	$	(4,559,891	)	$	(5,490,909	)
Advisor Class
Shares sold		147,914			19,952		$	1,625,809		$	224,178
Shares issued in reinvestment of dividends		6,825			7,465			75,617			82,053
Shares redeemed		(165,123	)		(36,936	)		(1,836,058	)		(411,504	)
Net decrease		(10,384	)		(9,519	)	$	(134,632	)	$	(105,273	)

For the year ended August 31, 2012, the Tax-Managed Balanced Wealth Strategy received $5,573 related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading. This amount is presented in the Strategy’s statement of changes in net assets. Neither the Strategy nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE F

Risks Involved in Investing in the Strategies

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Strategies’ investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Strategies’ investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for

120 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

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

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

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

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Strategies, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Strategies did not utilize the Facility during the year ended August 31, 2012.

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Notes to Financial Statements

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2012 and August 31, 2011 were as follows:

Tax-Managed Wealth Appreciation Strategy	2012		2011
Distributions paid from:
Ordinary income	$	9,038,732	$	7,704,799
Total taxable distributions		9,038,732		7,704,799
Total distributions paid	$	9,038,732	$	7,704,799
Tax-Managed Balanced Wealth Strategy	2012		2011
Distributions paid from:
Ordinary income	$	1,225,550	$	1,912,723
Total taxable distributions		1,225,550		1,912,723
Tax exempt distributions		1,730,112		2,127,768
Total distributions paid	$	2,955,662	$	4,040,491
Tax-Managed Conservative Wealth Strategy	2012		2011
Distributions paid from:
Ordinary income	$	447,554	$	453,831
Total taxable distributions		447,554		453,831
Tax exempt distributions		506,208		1,143,813
Total distributions paid	$	953,762	$	1,597,644

As of August 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Tax-Managed Strategy	Undistributed Ordinary Income (a)		Accumulated Capital and Other Losses (b)			Unrealized Appreciation/ (Depreciation)  (c)		Total Accumulated Earnings/ (Deficit)
Wealth Appreciation	$	1,891,082	$	(112,969,767	)	$	33,689,038	$	(77,389,647	)
Balanced Wealth		84,865		(9,573,522	)		9,573,255		84,598
Conservative Wealth		26,407		(309,920	)		3,016,404		2,732,891

^(a)  All amounts reflect taxable income: no amounts include tax exempt income.

^(b)  During the fiscal year ended August 31, 2012 all three Strategies utilized capital loss carryforwards to offset current year net realized gains, and the three Strategies also had net capital loss carryforwards at August 31, 2012. Tax-Managed Wealth Appreciation Strategy utilized $25,498,640 of capital loss carryforwards during the fiscal year, and had a net capital loss carryforward of $107,679,567 at fiscal year end. Tax-Managed Balanced Wealth Strategy utilized $7,857,670 of capital loss carryforwards during the fiscal year, and had a net capital loss carryforward of $9,360,438 at fiscal year end. Tax-Managed Conservative Wealth Strategy utilized $2,916,891 of capital loss carryforwards during the fiscal year, and had a net capital loss carryforward of $208,753 at fiscal year end. Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Strategy’s next taxable year. Tax-Managed Wealth Appreciation Strategy, Tax-Managed Balanced Wealth Strategy, and Tax-Managed Conservative Wealth Strategy elected to defer $5,290,200, $213,084, and $101,167, respectively, of post-October short-term capital losses that are deemed to arise on September 1, 2012.

^(c)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of passive foreign investment companies (PFICs) and partnership investments, return of capital distributions received from underlying securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

122 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of August 31, 2012, the Strategies had net capital loss carryforwards which will expire as follows:

Tax-Managed Strategy	SHORT-TERM AMOUNT		LONG-TERM AMOUNT		EXPIRATION
Wealth Appreciation	$	107,679,567		n/a	$	2018
Balanced Wealth		9,360,438		n/a		2018
Conservative Wealth		208,753		n/a		2018

During the current fiscal year, the Strategies had adjustments due to permanent differences. Permanent differences have no effect on net assets. The effect of such permanent differences on each Strategy -- primarily due to reclassifications of foreign currency and foreign capital gains tax, the tax treatment of passive foreign investment companies (PFICs), return of capital distributions received from underlying securities, consent fee reclassifications, and the tax treatment of swaps -- is reflected as an adjustment to the components of capital as of August 31, 2012 as shown below:

Tax-Managed Strategy	Increase(Decrease) to Additional Paid-In Capital			Increase(Decrease) to Undistributed Net Investment Income(Loss)			Increase(Decrease) to Accumulated Net Realized Loss on Investment and Foreign Currency Transactions
Wealth Appreciation	$	– 0	–	$	(1,535,029	)	$	1,535,029
Balanced Wealth		– 0	–		(183,015	)		183,015
Conservative Wealth		– 0	–		(52,073	)		52,073

NOTE I

Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

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Notes to Financial Statements

NOTE J

Subsequent Events

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

124 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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

	Tax-Managed Wealth Appreciation Strategy
	Class A
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.36			$  10.18			$  10.35			$  12.98			$  15.94
Income From Investment Operations
Net investment income(a)		.11			.10			.09			.14			.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.53			1.20			(.12	)		(2.65	)		(2.58	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.64			1.30			(.03	)		(2.51	)		(2.41	)
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.12	)		(.14	)		(.12	)		(.14	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.41	)
Total dividends and distributions		(.15	)		(.12	)		(.14	)		(.12	)		(.55	)
Net asset value, end of period		$  11.85			$  11.36			$  10.18			$  10.35			$  12.98
Total Return
Total investment return based on net asset value(c)		5.76	%*		12.74	%*		(.37	)%*		(19.21	)%		(15.63	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$33,959			$39,441			$51,952			$72,253			$121,356
Ratio to average net assets of:
Expenses		1.08	%		1.05	%(d)		1.05	%(d)		1.11	%		1.10	%
Net investment income		.93	%		.82	%(d)		.83	%(d)		1.58	%		1.18	%
Portfolio turnover rate		93	%		73	%		82	%		111	%		50	%

See footnote summary on page 137.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 125

Financial Highlights

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

	Tax-Managed Wealth Appreciation Strategy
	Class B
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.14			$  9.99			$  10.16			$  12.70			$  15.61
Income From Investment Operations
Net investment income(a)		.02			.01			.01			.07			.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.54			1.17			(.11	)		(2.59	)		(2.54	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.56			1.18			(.10	)		(2.52	)		(2.47	)
Less: Dividends and Distributions
Dividends from net investment income		(.04	)		(.03	)		(.07	)		(.02	)		(.03	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.41	)
Total dividends and distributions		(.04	)		(.03	)		(.07	)		(.02	)		(.44	)
Net asset value, end of period		$  11.66			$  11.14			$  9.99			$  10.16			$  12.70
Total Return
Total investment return based on net asset value(c)		5.08	%*		11.83	%*		(1.06	)%*		(19.85	)%		(16.24	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,043			$7,297			$9,283			$12,827			$22,322
Ratio to average net assets of:
Expenses		1.82	%		1.81	%(d)		1.81	%(d)		1.86	%		1.82	%
Net investment income		.19	%		.07	%(d)		.06	%(d)		.81	%		.45	%
Portfolio turnover rate		93	%		73	%		82	%		111	%		50	%

See footnote summary on page 137.

126 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Financial Highlights

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

	Tax-Managed Wealth Appreciation Strategy
	Class C
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.16			$  10.00			$  10.17			$  12.71			$  15.62
Income From Investment Operations
Net investment income(a)		.03			.01			.01			.08			.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.53			1.18			(.11	)		(2.60	)		(2.54	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.56			1.19			(.10	)		(2.52	)		(2.47	)
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.03	)		(.07	)		(.02	)		(.03	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.41	)
Total dividends and distributions		(.05	)		(.03	)		(.07	)		(.02	)		(.44	)
Net asset value, end of period		$  11.67			$  11.16			$  10.00			$  10.17			$  12.71
Total Return
Total investment return based on net asset value(c)		5.09	%*		11.92	%*		(1.06	)%*		(19.84	)%		(16.23	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18,337			$22,611			$27,754			$34,643			$57,982
Ratio to average net assets of:
Expenses		1.79	%		1.78	%(d)		1.78	%(d)		1.83	%		1.81	%
Net investment income		.22	%		.10	%(d)		.09	%(d)		.84	%		.48	%
Portfolio turnover rate		93	%		73	%		82	%		111	%		50	%

See footnote summary on page 137.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 127

Financial Highlights

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

	Tax-Managed Wealth Appreciation Strategy
	Advisor Class
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.42			$  10.23			$  10.40			$  13.07			$  16.05
Income From Investment Operations
Net investment income(a)		.14			.14			.12			.17			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.53			1.21			(.12	)		(2.68	)		(2.61	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.67			1.35			– 0	–		(2.51	)		(2.39	)
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.16	)		(.17	)		(.16	)		(.18	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.41	)
Total dividends and distributions		(.19	)		(.16	)		(.17	)		(.16	)		(.59	)
Net asset value, end of period		$  11.90			$  11.42			$  10.23			$  10.40			$  13.07
Total Return
Total investment return based on net asset value(c)		6.04	%*		13.13	%*		(.11	)%*		(19.00	)%		(15.41	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$552,610			$511,697			$448,476			$409,753			$346,868
Ratio to average net assets of:
Expenses		.78	%		.77	%(d)		.78	%(d)		.82	%		.80	%
Net investment income		1.23	%		1.13	%(d)		1.12	%(d)		1.83	%		1.52	%
Portfolio turnover rate		93	%		73	%		82	%		111	%		50	%

See footnote summary on page 137.

128 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Financial Highlights

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

	Tax-Managed Balanced Wealth Strategy
	Class A
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.88			$  11.29			$  11.07			$  11.94			$  12.86
Income From Investment Operations
Net investment income(a)		.18			.21			.20			.23			.25
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.44			.63			.22			(.87	)		(.92	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.62			.84			.42			(.64	)		(.67	)
Less: Dividends
Dividends from net investment income		(.22	)		(.25	)		(.20	)		(.23	)		(.25	)
Net asset value, end of period		$  12.28			$  11.88			$  11.29			$  11.07			$  11.94
Total Return
Total investment return based on net asset value(c)		5.26	%*		7.39	%*		3.76	%*		(5.14	)%		(5.26	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$97,866			$115,446			$140,601			$174,795			$209,200
Ratio to average net assets of:
Expenses		1.19	%		1.17	%(d)		1.11	%(d)		1.10	%		1.08	%
Net investment income		1.53	%		1.71	%(d)		1.72	%(d)		2.21	%		2.03	%
Portfolio turnover rate		55	%		41	%		44	%		54	%		48	%

See footnote summary on page 137.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 129

Financial Highlights

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

	Tax-Managed Balanced Wealth Strategy
	Class B
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.88			$  11.30			$  11.08			$  11.94			$  12.87
Income From Investment Operations
Net investment income(a)		.10			.12			.12			.15			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.43			.62			.22			(.85	)		(.93	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.53			.74			.34			(.70	)		(.77	)
Less: Dividends
Dividends from net investment income		(.12	)		(.16	)		(.12	)		(.16	)		(.16	)
Net asset value, end of period		$  12.29			$  11.88			$  11.30			$  11.08			$  11.94
Total Return
Total investment return based on net asset value(c)		4.49	%*		6.54	%*		3.02	%*		(5.78	)%		(6.03	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$11,386			$19,606			$24,819			$31,658			$44,855
Ratio to average net assets of:
Expenses		1.91	%		1.89	%(d)		1.83	%(d)		1.83	%		1.81	%
Net investment income		.82	%		.98	%(d)		1.00	%(d)		1.48	%		1.29	%
Portfolio turnover rate		55	%		41	%		44	%		54	%		48	%

See footnote summary on page 137.

130 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Financial Highlights

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

	Tax-Managed Balanced Wealth Strategy
	Class C
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.92			$  11.33			$  11.11			$  11.97			$  12.89
Income From Investment Operations
Net investment income(a)		.10			.12			.12			.15			.17
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.43			.63			.22			(.85	)		(.93	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.53			.75			.34			(.70	)		(.76	)
Less: Dividends
Dividends from net investment income		(.13	)		(.16	)		(.12	)		(.16	)		(.16	)
Net asset value, end of period		$  12.32			$  11.92			$  11.33			$  11.11			$  11.97
Total Return
Total investment return based on net asset value(c)		4.48	%*		6.62	%*		3.01	%*		(5.76	) %		(5.94	) %
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$35,615			$43,257			$51,940			$61,986			$76,247
Ratio to average net assets of:
Expenses		1.90	%		1.87	%(d)		1.82	%(d)		1.81	%		1.79	%
Net investment income		.83	%		1.00	%(d)		1.02	%(d)		1.50	%		1.32	%
Portfolio turnover rate		55	%		41	%		44	%		54	%		48	%

See footnote summary on page 137.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 131

Financial Highlights

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

	Tax-Managed Balanced Wealth Strategy
	Advisor Class
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.89			$  11.31			$  11.08			$  11.95			$  12.88
Income From Investment Operations
Net investment income(a)		.22			.25			.23			.26			.30
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.44			.61			.23			(.86	)		(.94	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.66			.86			.46			(.60	)		(.64	)
Less: Dividends
Dividends from net investment income		(.26	)		(.28	)		(.23	)		(.27	)		(.29	)
Net asset value, end of period		$  12.29			$  11.89			$  11.31			$  11.08			$  11.95
Total Return
Total investment return based on net asset value(c)		5.58	%*		7.59	%*		4.16	%*		(4.85	)%		(5.05	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$22,824			$17,257			$12,919			$8,687			$8,927
Ratio to average net assets of:
Expenses		.90	%		.87	%(d)		.82	%(d)		.80	%		.78	%
Net investment income		1.83	%		2.02	%(d)		2.06	%(d)		2.50	%		2.34	%
Portfolio turnover rate		55	%		41	%		44	%		54	%		48	%

See footnote summary on page 137.

132 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Financial Highlights

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

	Tax-Managed Conservative Wealth Strategy
	Class A
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  10.94			$  10.59			$  10.44			$  11.01			$  11.83
Income From Investment Operations
Net investment income(a)(e)		.13			.16			.18			.22			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.27			.39			.14			(.52	)		(.42	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.40			.55			.32			(.30	)		(.18	)
Less: Dividends and Distributions
Dividends from net investment income		(.15	)		(.20	)		(.17	)		(.23	)		(.24	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.04	)		(.40	)
Total dividends and distributions		(.15	)		(.20	)		(.17	)		(.27	)		(.64	)
Net asset value, end of period		$  11.19			$  10.94			$  10.59			$  10.44			$  11.01
Total Return
Total investment return based on net asset value(c)		3.72	%*		5.19	%		3.07	%		(2.57	)%		(1.65	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$45,221			$54,035			$65,732			$73,643			$82,615
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.20	%		1.20	%(d)		1.20	%(d)		1.20	%		1.20	%
Expenses, before waivers/reimbursements		1.47	%		1.35	%(d)		1.27	%(d)		1.25	%		1.24	%
Net investment income(e)		1.18	%		1.49	%(d)		1.63	%(d)		2.23	%		2.10	%
Portfolio turnover rate		51	%		37	%		41	%		48	%		65	%

See footnote summary on page 137.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 133

Financial Highlights

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

	Tax-Managed Conservative Wealth Strategy
	Class B
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.23			$  10.86			$  10.70			$  11.27			$  12.10
Income From Investment Operations
Net investment income(a)(e)		.06			.09			.10			.16			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.27			.40			.15			(.54	)		(.44	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.33			.49			.25			(.38	)		(.28	)
Less: Dividends and Distributions
Dividends from net investment income		(.06	)		(.12	)		(.09	)		(.15	)		(.15	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.04	)		(.40	)
Total dividends and distributions		(.06	)		(.12	)		(.09	)		(.19	)		(.55	)
Net asset value, end of period		$  11.50			$  11.23			$  10.86			$  10.70			$  11.27
Total Return
Total investment return based on net asset value(c)		2.93	%*		4.46	%		2.35	%		(3.25	)%		(2.42	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,562			$7,758			$11,813			$16,376			$24,534
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.90	%		1.90	%(d)		1.90	%(d)		1.90	%		1.90	%
Expenses, before waivers/reimbursements		2.20	%		2.07	%(d)		1.99	%(d)		1.98	%		1.97	%
Net investment income(e)		.50	%		.78	%(d)		.92	%(d)		1.54	%		1.40	%
Portfolio turnover rate		51	%		37	%		41	%		48	%		65	%

See footnote summary on page 137.

134 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Financial Highlights

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

	Tax-Managed Conservative Wealth Strategy
	Class C
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.24			$  10.88			$  10.71			$  11.28			$  12.11
Income From Investment Operations
Net investment income(a)(e)		.05			.09			.10			.16			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.29			.39			.16			(.54	)		(.44	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.34			.48			.26			(.38	)		(.28	)
Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.12	)		(.09	)		(.15	)		(.15	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.04	)		(.40	)
Total dividends and distributions		(.07	)		(.12	)		(.09	)		(.19	)		(.55	)
Net asset value, end of period		$  11.51			$  11.24			$  10.88			$  10.71			$  11.28
Total Return
Total investment return based on net asset value(c)		3.02	%*		4.37	%		2.44	%		(3.25	)%		(2.42	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18,499			$22,580			$27,088			$30,079			$36,443
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.90	%		1.90	%(d)		1.90	%(d)		1.90	%		1.90	%
Expenses, before waivers/reimbursements		2.17	%		2.05	%(d)		1.97	%(d)		1.96	%		1.95	%
Net investment income(e)		.48	%		.79	%(d)		.93	%(d)		1.53	%		1.40	%
Portfolio turnover rate		51	%		37	%		41	%		48	%		65	%

See footnote summary on page 137.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 135

Financial Highlights

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

	Tax-Managed Conservative Wealth Strategy
	Advisor Class
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  10.96			$  10.61			$  10.46			$  11.03			$  11.85
Income From Investment Operations
Net investment income(a)(e)		.16			.20			.21			.25			.28
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.28			.38			.14			(.52	)		(.43	)
Contributions from Adviser		– 0	–		– 0	–		– 0	–		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.44			.58			.35			(.27	)		(.15	)
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.23	)		(.20	)		(.26	)		(.27	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.04	)		(.40	)
Total dividends and distributions		(.19	)		(.23	)		(.20	)		(.30	)		(.67	)
Net asset value, end of period		$  11.21			$  10.96			$  10.61			$  10.46			$  11.03
Total Return
Total investment return based on net asset value(c)		4.04	%*		5.51	%		3.37	%		(2.27	)%		(1.36	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,909			$4,913			$4,859			$5,423			$5,693
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.90	%		.90	%(d)		.90	%(d)		.90	%		.90	%
Expenses, before waivers/reimbursements		1.17	%		1.05	%(d)		.97	%(d)		.95	%		.95	%
Net investment income(e)		1.47	%		1.79	%(d)		1.93	%(d)		2.54	%		2.41	%
Portfolio turnover rate		51	%		37	%		41	%		48	%		65	%

See footnote summary on page 137.

136 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Financial Highlights

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

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

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

* Includes the impact of proceeds received and credited to the Strategy resulting from class action settlements, which enhanced the performance for the Tax-Managed Wealth Appreciation Strategy for the years ended August 31, 2012, August 31, 2011 and August 31, 2010 by 0.01%, 0.01% and 0.01%, respectively, Tax-Managed Balanced Wealth Strategy for the years ended August 31, 2012, August 31, 2011 and August 31, 2010 by 0.02%, 0.01% and 0.04%, respectively, and of Tax-Managed Conservative Wealth Strategy for the year ended August 31, 2012 by 0.01%.

See notes to financial statements.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 137

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The AllianceBernstein Portfolios and Shareholders of AllianceBernstein Tax-Managed Wealth Appreciation Strategy, AllianceBernstein Tax-Managed Balanced Wealth Strategy and AllianceBernstein Tax-Managed Conservative Wealth Strategy

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of AllianceBernstein Tax-Managed Wealth Appreciation Strategy, AllianceBernstein Tax-Managed Balanced Wealth Strategy and AllianceBernstein Tax-Managed Conservative Wealth Strategy (the “Strategies”), each a series of The AllianceBernstein Portfolios, as of August 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Strategies’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended August 31, 2009, were audited by other auditors whose report dated October 27, 2009 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Strategies’ internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Strategies’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2012 by correspondence with the custodian and others, or by other appropriate auditing procedures where replies from others were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Tax-Managed Wealth Appreciation Strategy, AllianceBernstein Tax-Managed Balanced Wealth Strategy and AllianceBernstein Tax-Managed Conservative Wealth Strategy of The AllianceBernstein Portfolios at August 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended in conformity with U.S. generally accepted accounting principles.

New York, New York

October 29, 2012

138 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Report of Independent Registered Public Accounting Firm

2012 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by each applicable Strategy during the taxable year ended August 31, 2012. For corporate shareholders, the following percentages of dividends paid by each Strategy qualify for the dividends received deduction. Additionally, for foreign shareholders the following percentages of dividends paid by each Strategy may be considered to be qualifying to be taxed as interest-related dividends.

Tax-Managed Strategy	Dividends Received Deduction% (corporate shareholders)			% of Qualified Interest Income (foreign shareholders)
Wealth Appreciation		80.37	%		0.00	%
Balanced Wealth		85.35	%		100.00	%
Conservative Wealth		78.99	%		100.00	%

For the taxable year ended August 31, 2012, each Strategy designates the following amounts as the maximum amount that may be considered qualified dividend income for individual shareholders:

Tax-Managed Strategy	Qualified Dividend Income
Wealth Appreciation	$	11,062,872
Balanced Wealth		1,466,819
Conservative Wealth		407,942

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2013.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 139

2012 Federal Tax Information

TRUSTEES

William H. Foulk, Jr.⁽¹⁾ , Chairman John H. Dobkin⁽¹⁾ Michael J. Downey⁽¹⁾ D. James Guzy⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and
Chief Executive Officer Garry L. Moody⁽¹⁾ Marshall C. Turner, Jr.⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Dokyoung Lee⁽²⁾, Vice President Seth J. Masters⁽²⁾, Vice President Christopher H. Nikolich⁽²⁾, Vice President Patrick J. Rudden⁽²⁾ , Vice President Emilie D. Wrapp, Clerk Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer

Custodian and Accounting Agent State Street Bank and Trust Company One Lincoln Street Boston, MA 02111   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672   Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk and Ms. Jacklin are members of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, each Strategy’s portfolio are made by the Adviser’s Multi-Asset Solutions Team. Messrs. Lee, Masters, Nikolich and Rudden are the members of the Adviser’s Multi-Asset Solutions Team primarily responsible for the day-to-day management of each Strategy’s portfolio.

140 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Trustees

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIP HELD BY TRUSTEE IN PAST FIVE YEARS
INTERESTED TRUSTEE
Robert M. Keith, + 1345 Avenue of the Americas New York, NY 10105 52 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the 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, with which he had been associated since prior to 2004.		100	None
DISINTERESTED TRUSTEES
William H. Foulk, Jr., #, ## Chairman of the Board 80 (1998)	Investment Adviser and an Independent Consultant since prior to 2007. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly 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. He is also active in a number of mutual fund related organizations and committees.		100	None

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 141

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIP HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
John H. Dobkin, # 70 (1999)	Independent Consultant since prior to 2007. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999-June 2000 and President of Historic 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, and as Chairman of the Audit Committees of a number of such Funds from 2001-2008.		100	None
Michael J. Downey, # 68 (2005)	Private Investor since prior to 2007. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 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 and is a director of two other registered investment companies (and Chairman of one of them).		100	Asia Pacific Fund, Inc. and The Merger Fund since prior to 2007, and Prospect Acquisition Corp. (financial services) from 2007 until 2009
D. James Guzy, # 76 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2007. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008 and 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.		100	Cirrus Logic Corporation (semi-conductors) and PLX Technology (semi-conductors) since prior to 2007 and Intel Corporation (semi-conductors) since prior to 2007 until 2008

142 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIP HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
Nancy P. Jacklin, #, ## 64 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary 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.		100	None
Garry L. Moody, # 60 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP, (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and 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 is also a member of the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committee, of the AllianceBernstein Funds since 2008.		100	None

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 143

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIP HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
Marshall C. Turner, Jr., # 71 (2005)	Private Investor since prior to 2007. Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2009. He was Chairman and 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 extensive experience in venture capital investing including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of a number of education and science-related non-profit organizations. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1992.		100	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) since prior to 2007
Earl D. Weiner, # 73 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. 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.		100	None

144 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Management of the Fund

* The address for each of the Fund’s disinterested Trustees 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 Fund’s Trustees.

*** The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Fund.

+ Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

## Member of the Fair Value Pricing Committee.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 145

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 52	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 67	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick and Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Dokyoung Lee 46	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Seth J. Masters 53	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Christopher H. Nikolich 43	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Patrick J. Rudden 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Emilie D. Wrapp 56	Clerk	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2007.
Joseph J. Mantineo 53	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2007.
Phyllis J. Clarke 51	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2007.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (SAI) has additional information about the Fund’s Trustees and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618, or visit www.alliancebernstein.com, for a free prospectus or SAI.

146 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Management of the Fund

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

The disinterested trustees (the “trustees”) of The AllianceBernstein Portfolios (the “Trust”) unanimously approved the continuance of the Trust’s Investment Advisory Agreement with the Adviser (the “Advisory Agreement”) in respect of each of the portfolios listed below (each, a “Strategy” and collectively, the “Strategies”) at a meeting held on July 31-August 2, 2012:

• AllianceBernstein Tax-Managed Wealth Appreciation Strategy

• AllianceBernstein Tax-Managed Balanced Wealth Strategy

• AllianceBernstein Tax-Managed Conservative Wealth Strategy (formerly named AllianceBernstein Tax-Managed Wealth Preservation Strategy)

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

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

The trustees also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and different trustees may have attributed different weights to the various factors. The trustees determined that the selection of the Adviser to manage each Strategy and the overall arrangements between each Strategy and the Adviser, as

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 147

provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the trustees considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the trustees’ determinations included the following:

Nature, Extent and Quality of Services Provided

The trustees considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Strategies. They also noted the professional experience and qualifications of each Strategy’s portfolio management team and other senior personnel of the Adviser. The trustees also considered that the Advisory Agreement provides that AllianceBernstein Tax-Managed Wealth Appreciation Strategy (“Tax-Managed Wealth Appreciation Strategy”) will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to Tax-Managed Wealth Appreciation Strategy by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the trustees and, to the extent requested and paid, result in a higher rate of total compensation from Tax-Managed Wealth Appreciation Strategy to the Adviser than the fee rate stated in the Advisory Agreement. The trustees noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Trust’s Senior Officer. The trustees noted that, to date, the Adviser had not asked them to approve reimbursements for Tax-Managed Wealth Appreciation Strategy. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of each Strategy’s other service providers, also were considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to each of the Strategies under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of each Strategy to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Trust’s Senior Officer. The trustees reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The trustees noted that the profitability information reflected all revenues and expenses of the Adviser’s relationships with the Strategies, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Strategies. The trustees recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for unaffiliated funds because comparative information is

148 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

not generally publicly available and is affected by numerous factors. The trustees focused on the profitability of the Adviser’s relationships with the Strategies before taxes and distribution expenses. The trustees concluded that they were satisfied that the Adviser’s level of profitability from its relationship with each Strategy was not unreasonable.

Fall-Out Benefits

The trustees considered the other benefits to the Adviser and its affiliates from their relationships with the Strategies, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Strategies); 12b-1 fees and sales charges received by the Trust’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Strategies’ shares; transfer agency fees paid by the Strategies to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Strategies to brokers affiliated with the Adviser. The trustees recognized that the Adviser’s profitability would be somewhat lower without these benefits. The trustees understood that the Adviser also might derive reputational and other benefits from its association with the Strategies.

Investment Results

In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed performance information for each Strategy at each regular Board meeting during the year. At the August 2012 meeting, the trustees reviewed information prepared by Lipper showing the performance of the Class A Shares of each Strategy as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with a composite index, in each case for various periods ended May 31, 2012 and (in the case of comparisons with the composite index) the period since inception.

AllianceBernstein Tax-Managed Wealth Appreciation Strategy

The trustees noted that the Strategy (September 2003 inception) was in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 5-year period. The Strategy lagged the Standard & Poor’s (S&P) 500 Index (the Strategy’s primary benchmark) in all periods. It outperformed the Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex U.S. (Net) (the Strategy’s secondary benchmark since January 1, 2012) in the 1- and 3-year periods, and its composite index (60% S&P 500 Index/40% MSCI ACWI ex U.S. (Net)) in the 5-year period but lagged those indices in all other periods. The trustees

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 149

noted that all reference points in the 1- and 5-year periods showed negative results. The trustees noted that effective January 1, 2012, the Strategy’s secondary benchmark changed to the MSCI ACWI ex U.S. from the MSCI Europe, Australia Far East (EAFE) Index and its composite index changed to 60% S&P 500 Index/40% MSCI ACWI ex U.S. from 70% S&P 500 Index/30% MSCI EAFE Index. The trustees also noted that the other funds in the Lipper comparison groups were not tax-managed funds, and had previously discussed with the Adviser the factors affecting the Strategy’s relative performance.

Based on their review and their discussion with the Adviser of the reasons for the Strategy’s performance, the trustees retained confidence in the Adviser’s ability to manage the Strategy. The trustees determined to continue to monitor the Strategy’s performance closely.

AllianceBernstein Tax-Managed Balanced Wealth Strategy

The trustees noted that the Strategy (May 1992 inception) was in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-year period, in the 5th quintile of the Performance Group and the Performance Universe for the 3- and 10-year periods, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 5-year period. The Strategy outperformed the Barclays Capital (BC) 5-Year General Obligation (GO) Municipal Bond Index (the Strategy’s primary benchmark since January 1, 2012) in the 3-year and the since inception periods, and the Standard & Poor’s (S&P) 500 Index (the Strategy’s secondary benchmark since January 1, 2012) in the 5-year period. It lagged those indices in all other periods. It also lagged its composite index (50% S&P 500 Index/50% BC 5-Year GO Municipal Bond Index). The trustees noted that effective January 1, 2012 the Strategy’s primary benchmark changed to the BC 5-Year GO Municipal Bond Index from the S&P 500 Index and its secondary benchmark changed to the S&P 500 Index from the BC 5-Year GO Municipal Bond Index. The trustees also noted that the other funds in the Lipper comparison groups were not tax-managed funds, and had previously discussed with the Adviser the factors affecting the Strategy’s relative performance.

Based on their review and their discussion with the Adviser of the reasons for the Strategy’s performance, the trustees retained confidence in the Adviser’s ability to manage the Strategy. The trustees determined to continue to monitor the Strategy’s performance closely.

AllianceBernstein Tax-Managed Conservative Wealth Strategy

The trustees noted that the Strategy (May 1992 inception) was in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3-, 5- and 10-year periods. The Strategy lagged the Barclays Capital (BC) 5-Year General Obligation (GO) Municipal Bond

150 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

Index (the Strategy’s primary benchmark), the Standard & Poor’s (S&P) 500 Index (the Strategy’s secondary benchmark) and its composite index (70% BC 5-Year GO Municipal Bond Index/30% S&P 500 Index) in all periods except that it outperformed the S&P 500 Index in the 5-year period. The trustees noted that the other funds in the Lipper comparison groups were not tax-managed funds, and had previously discussed with the Adviser the factors affecting the Strategy’s relative performance.

Based on their review and their discussion with the Adviser of the reasons for the Strategy’s performance, the trustees retained confidence in the Adviser’s ability to manage the Strategy. The trustees determined to continue to monitor the Strategy’s performance closely.

Advisory Fees and Other Expenses

The trustees considered the advisory fee rate paid by each Strategy to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as such Strategy at a common asset level. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The Adviser informed the trustees that there were no institutional products managed by it that have a substantially similar investment style. The trustees reviewed the relevant advisory fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized institutional accounts using strategies that differ from those of the Strategies but which invest in equity or equity and debt securities.

The Adviser reviewed with the trustees the significantly greater scope of the services it provides to the Strategies relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Strategies, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The trustees also considered the total expense ratio of the Class A shares of each Strategy in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to a Strategy and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Strategy. In the case of AllianceBernstein Tax-Managed Wealth Appreciation Strategy, because of the small number of funds in the Lipper category for such Strategy, Lipper had expanded the Strategy’s Expense Group to include peers that had

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similar but not the same investment classification/objective. The Expense Universe for such Strategy had also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of each Strategy was based on the Strategy’s latest fiscal year. The expense ratio of AllianceBernstein Tax-Managed Conservative Wealth Strategy reflected fee waivers and/or expense reimbursements as a result of an undertaking by the Adviser. The trustees noted that it was likely that the expense ratios of some of the other funds in each Strategy’s Lipper category also were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The trustees view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Strategies by others.

AllianceBernstein Tax-Managed Wealth Appreciation Strategy

The trustees noted that, at the Strategy’s current size, its contractual effective advisory fee rate of 65 basis points was lower than the Expense Group median. The trustees noted that the Strategy’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The trustees concluded that the Strategy’s expense ratio was satisfactory.

AllianceBernstein Tax-Managed Balanced Wealth Strategy

The trustees noted that, at the Strategy’s current size, its contractual effective advisory fee rate of 55 basis points was lower than the Expense Group median. The trustees also noted that the Strategy’s total expense ratio was about the same as the Expense Group median and similar to the Expense Universe median. The trustees concluded that the Strategy’s expense ratio was satisfactory.

AllianceBernstein Tax-Managed Conservative Wealth Strategy

The trustees noted that the Strategy’s contractual effective advisory fee rate, at approximate current size, of 55 basis points was lower than the Expense Group median. The trustees also noted that the Strategy’s total expense ratio, which reflected a cap by the Adviser, was higher than the Expense Group and the Expense Universe medians. The trustees noted that the Strategy’s small asset base of approximately $96 million impacted the Strategy’s expense ratio. The trustees concluded that the Strategy’s expense ratio was acceptable.

Economies of Scale

The trustees noted that the advisory fee schedules for the Strategies contain breakpoints that reduce the fee rates on assets above specified levels. The trustees took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The trustees also had requested and received from the Adviser certain updates on economies of scale at the May 2012 meetings. The trustees believe that economies of scale may be realized (if at all) by the Adviser across a variety of products

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and services, and not only in respect of a single fund. The trustees noted that there is no established methodology for establishing breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The trustees observed that in the mutual fund industry as a whole, as well as among funds similar to the Strategies, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The trustees also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the trustees concluded that the Strategies’ shareholders would benefit from a sharing of economies of scale in the event a Strategy’s net assets exceed a breakpoint in the future.

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THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT

ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and The AllianceBernstein Portfolios (the “Trust”) in respect of AllianceBernstein Tax-Managed Balanced Wealth Strategy, AllianceBernstein Tax-Managed Wealth Appreciation Strategy and AllianceBernstein Tax-Managed Conservative Wealth Strategy (each a “Strategy” and collectively the “Strategies”),² prepared by Philip L. Kirstein, the Senior Officer of the Trust for the Trustees of the Trust, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Strategies which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The investment objective of the Strategies is to achieve the highest total return consistent with the Adviser’s determination of reasonable risk. The Strategies seek to maximize after-tax returns by pursuing a number of strategies that take into account the tax impact of buy and sell investment decisions on shareholders as well as investing their debt portion in tax-exempt securities. The Adviser utilizes separate portfolio accounts (or “portfolio sleeves”) to manage the equity and fixed income (tax-exempt) securities of Tax-Managed Balanced Wealth Strategy, Tax-Managed Wealth Appreciation Strategy and Tax-Managed Conservative Wealth Strategy.³ Each portfolio sleeve is managed according to the investment style/asset class of the portfolio securities held within the sleeve.⁴

The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

1 It should be noted that the information in the fee evaluation was completed on July 19, 2012 and discussed with the Board of Trustees on July 31-August 2, 2012.

2 Future references to the Strategies do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Strategies.

3 To cite an example, Tax-Managed Balanced Wealth Strategy is managed using separate sleeves for Intermediate Municipal, U.S. Growth, U.S. Value, Non-U.S. Growth and Non-U.S. Value.

4 Effective January 27, 2012, the Tax-Managed Wealth Strategies changed their investment allocations to allow for the Strategies to invest in Volatility Management Pooling Portfolio. The Strategies’ U.S./International allocations also changed from 70/30 to 60/40. An additional asset class, Inflation-Protected, was added to the investment allocations of Tax-Managed Balanced Wealth Strategy and Balanced Wealth Strategy.

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4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Strategies grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Strategies.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”

ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that each Strategy pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁵

Category	Advisory Fees Based on a percentage of Average Daily Net Assets	Net Assets 6/30/12 ($MIL)		Strategy
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	171.0	Tax-Managed Balanced Wealth
Blend	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance	$	604.4	Tax-Managed Wealth Appreciation
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	76.4	Tax-Managed Conservative Wealth

5 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

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With respect to Tax-Managed Wealth Appreciation Strategy, the Strategy’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Strategy. To date, the Trustees have not authorized reimbursement payments under these provisions.

With respect to Tax-Managed Conservative Wealth Strategy, the Adviser has agreed to reimburse the Strategy for that portion of the Strategy’s total operating expenses to the degree necessary to limit the Strategy’s expense ratios to the amounts set forth below for the Strategy’s fiscal year. The agreement for such reimbursement is terminable by the Adviser at the end of the Strategy’s fiscal year upon at least 60 days written notice prior to the termination date of the undertaking. In addition, set forth below are the Strategy’s gross expense ratios for the most recent semi-annual period⁶:

Fund	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio7 (2/29/12)			Fiscal Year End
Tax-Managed Conservative Wealth Strategy	Advisor Class A Class B Class C	0.90% 1.20% 1.90% 1.90%		1.15 1.44 2.18 2.15	%  %  %  %	August 31

Set forth below are Tax-Managed Balanced Wealth and Tax-Managed Wealth Appreciation Strategy’s total expense ratios for the most recent semi-annual period⁷:

Strategy	Total Expense Ratio (2/29/12)		Fiscal Year End
Tax-Managed Balanced Wealth Strategy	Advisor Class A Class B Class C	0.91% 1.20% 1.91% 1.91%	August 31
Tax-Managed Wealth Appreciation Strategy	Advisor Class A Class B Class C	0.78% 1.08% 1.81% 1.79%	August 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Strategies that are not provided to non-investment company clients and

6 Semi-annual total expense ratios are unaudited.

7 Annualized

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sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Strategies’ third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Strategies are more costly than those for institutional assets due to the greater complexities and time required for investment companies. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Strategies’ investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete

victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Strategies.⁸ However, the Adviser represented that there are no categories in the Form ADV for institutional products that have a substantially similar investment styles as the Strategies.

The Adviser represented that it does not sub-advise any registered investment companies with a substantially similar investment style as any of the Strategies.

8 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

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II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Strategies with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included the comparison of each Strategy’s contractual management fee, estimated at the approximate current asset level of the Strategy, to the median of the Strategy’s Lipper Expense Group (“EG”)¹⁰ and the Strategy’s contractual management fee ranking.¹¹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The original EG for Tax-Managed Wealth Appreciation Strategy had an insufficient number of peers. Consequently, Lipper expanded the Strategy’s EG to include peers that have a similar but not the same Lipper investment classification/objective as the Strategy.

Strategy	Contractual Management Fee (%)		Lipper Exp. Group Median (%)		Rank
Tax-Managed Balanced Wealth Strategy		0.550		0.650		2/9
Tax-Managed Wealth Appreciation Strategy12		0.650		0.827		1/11
Tax-Managed Conservative Wealth Strategy		0.550		0.570		3/9

9 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s-length.” Jones v. Harris at 1429.

10 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. There are limitations to Lipper expense category data because different funds categorize expenses differently.

11 The contractual management fee is calculated by Lipper using each Strategy’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of each Strategy, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Strategy had the lowest effective fee rate in the Lipper peer group.

12 The Strategy’s EG includes the Strategy, six other Global Large-Cap Core funds (“GLCC”), two Global Large-Cap Value (“GLCV”) and two Global Large-Cap Growth funds (“GLCG”).

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However, because Lipper had expanded the EG of Tax-Managed Wealth Appreciation Strategy, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective.¹³ A “normal” EU will include funds that have the same investment classification/objective as the subject Strategy.

Set forth below is a comparison of the Strategies’ total expense ratios and the medians of the Strategies’ EG and EU. The Strategies’ total expense ratio rankings are also shown.

Strategy	Expense Ratio (%)14		Lipper Exp. Group Median (%)		Lipper Group Rank	Lipper Universe Median (%)		Lipper Universe Rank
Tax-Managed Balanced Wealth Strategy		1.166		1.160	6/9		1.150	21/35
Tax-Managed Wealth Appreciation Strategy15		1.043		1.331	1/11		1.303	3/23
Tax-Managed Conservative Wealth Strategy		1.199		1.150	6/9		1.119	22/26

Based on this analysis, except for Tax-Managed Wealth Appreciation Strategy, which has equally favorable rankings, the Strategies have a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Strategies. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

13 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

14 Most recently completed fiscal year Class A share total expense ratio.

15 The Strategy’s EU includes the Strategy, the EG, and all other retail front-end GLCC, GLCV and GLCG, excluding outliers.

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IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Strategies’ profitability information, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. Except for Tax-Managed Conservative Wealth Strategy, the Adviser’s profitability from providing investment advisory services to the Strategies increased during calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Strategies, certain of the Adviser’s affiliates have business relationships with the Strategies and may earn a profit from providing other services to the Strategies. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Strategies and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent, distribution and brokerage related services to the Strategies and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Strategies’ prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Fund. 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 educational support (revenue sharing payments).

After payments to third party intermediaries, ABI retained the following amounts for Class A front-end load sales charges from sales of the Strategies’ Class A shares during the Strategies’ most recently completed fiscal year:

Strategy	Amount Received
Tax-Managed Balanced Wealth Strategy	$	8,816
Tax-Managed Wealth Appreciation Strategy	$	3,736
Tax-Managed Conservative Wealth Strategy	$	4,943

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ABI received the amounts set forth below in Rule 12b-1 fees and CDSC for the Strategies during the Strategies’ most recently completed fiscal year:

Strategy	12b-1 Fees Received		CDSC Received
Tax-Managed Balanced Wealth Strategy	$	1,138,883	$	14,573
Tax-Managed Wealth Appreciation Strategy	$	517,529	$	7,474
Tax-Managed Conservative Wealth Strategy	$	545,970	$	9,374

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Strategies, are based on the level of the network account and the class of shares held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. ABIS received the following net fees from the Strategies in the most recently completed fiscal year:

Strategy	ABIS Fee
Tax-Managed Balanced Wealth Strategy	$	109,371
Tax-Managed Wealth Appreciation Strategy	$	133,645
Tax-Managed Conservative Wealth Strategy	$	43,676

The Tax-Managed Wealth Strategies effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Strategies’ most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Strategies is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Strategies. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Strategies and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

An independent consultant, retained by the Senior Officer, provided the Board of Trustees information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However,

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from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Trustees an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $407 billion as of June 30, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Strategies.

16 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

17 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

18 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings¹⁹ of the Strategies relative to their Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended May 31, 2012.²¹

Strategy	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Tax-Managed Balanced Wealth Strategy
1 year		-2.88		-2.24		-2.46		7/9		55/92
3 year		6.61		10.75		10.17		9/9		82/82
5 year		0.14		1.94		1.03		9/9		63/79
10 year		3.13		4.90		4.60		7/7		38/41
Tax-Managed Wealth Appreciation Strategy
1 year		-12.49		-12.31		-12.21		5/7		13/22
3 year		7.70		8.91		8.43		5/7		14/21
5 year		-5.97		-3.04		-3.49		6/7		15/18
Tax-Managed Conservative Wealth Strategy
1 year		-1.23		-0.56		0.59		8/9		68/89
3 year		4.79		10.12		9.43		9/9		82/82
5 year		1.01		3.19		3.03		7/7		67/70
10 year		3.15		5.23		4.84		5/5		21/23

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Strategies (in bold)²² versus their benchmarks.²³

19 The performance returns and rankings of the Strategies are for the Strategies’ Class A shares. The performance returns of the Strategies were provided by Lipper.

20 A Strategy’s PG/PU may not necessarily be identical to its respective EG/EU. Strategies with negative management fees are excluded from EGs/EUs but not necessarily from PGs/PUs. In addition, PGs/PUs only include funds of the same Lipper investment classification/objective as the Strategies, in contrast to certain of the Strategies’ EGs/EUs, which may include strategies of similar but not the same investment classification/objective.

21 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of each Strategy even if a Strategy had a different investment classification/objective at a different point in time.

22 The performance returns and risk measures shown in the table are for the Class A shares of the Strategies.

23 The Adviser provided Strategy and benchmark performance return information for periods through May 31, 2012.

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	Periods Ending May 31, 2012 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)
Tax-Managed Balanced Wealth Strategy		-2.88		6.61		0.14		3.13		5.69
50% S&P 500 / 50% Barclays Capital 5 Year GO Muni Bond Index		2.65		10.29		2.87		4.76		6.97
Barclays Capital 5 Year GO Muni Bond Index24,25		4.96		5.14		5.79		4.64		5.26
S&P 500 Stock Index		-0.41		14.92		-0.92		4.14		7.98
Inception Date: May 4, 1992
Tax-Managed Wealth Appreciation Strategy		-13.37		8.72		-5.61		N/A		3.27
60% S&P 500 / 40% MSCI AC World Index ex. US Index		-8.86		10.75		-2.67		N/A		5.97
S&P 500 Index		-0.41		14.92		-0.92		N/A		4.97
MSCI AC World Index ex. US26		-20.49		4.56		-5.55		N/A		6.78
Inception Date: September 2, 2003
Tax-Managed Conservative Wealth Strategy		-1.23		4.79		1.01		3.15		4.86
70% Barclays Capital 5 Year GO Muni / 30% S&P 500 Index		3.67		8.29		4.15		4.80		6.36
Barclays Capital 5 Year GO Muni Bond Index		4.96		5.14		5.79		4.64		5.26
S&P 500 Index		-0.41		14.92		-0.92		4.14		7.98
Inception Date: May 4, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for each Strategy is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Strategy is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 28, 2012

24 Since inception return is from the nearest month end after the Strategies’ actual inception date.

25 Effective January 1, 2012, the primary benchmark changed from S&P500 to Barclays Capital 5 Year GO Muni Bond Index.

26 Effective January 1, 2012, the secondary benchmark changed from MSCI EAFE to MSCI AC World Index ex. US.

164 •  ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Asset Allocation/Multi-Asset Funds

Dynamic All Market Fund

Emerging Markets Multi-Asset Portfolio

International Portfolio

Tax-Managed International Portfolio

Growth Funds

Domestic

Discovery Growth Fund**

Growth Fund

Large Cap Growth Fund

Select US Equity Portfolio

Small Cap Growth Portfolio

U.S. Strategic Research Portfolio

Global & International

Global Thematic Growth Fund

International Discovery Equity Portfolio

International Focus 40 Portfolio

International Growth Fund

Value Funds

Domestic

Core Opportunities Fund

Equity Income Fund

Growth & Income Fund

Discovery Value Fund**

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Municipal Bond Funds

Arizona Portfolio California Portfolio High Income Portfolio Massachusetts Portfolio Michigan Portfolio Minnesota Portfolio Municipal Bond    Inflation Strategy National Portfolio New Jersey Portfolio New York Portfolio Ohio Portfolio Pennsylvania Portfolio Virginia Portfolio

Intermediate Municipal Bond Funds

Intermediate California Portfolio

Intermediate Diversified Portfolio

Intermediate New York Portfolio

Closed-End Funds

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AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

Alternatives

Global Risk Allocation Fund**

Market Neutral Strategy-Global

Market Neutral Strategy-U.S.

Real Asset Strategy

Unconstrained Bond Fund

Retirement Strategies

2000 Retirement Strategy	2020 Retirement Strategy	2040 Retirement Strategy
2005 Retirement Strategy	2025 Retirement Strategy	2045 Retirement Strategy
2010 Retirement Strategy	2030 Retirement Strategy	2050 Retirement Strategy
2015 Retirement Strategy	2035 Retirement Strategy	2055 Retirement Strategy

We also offer Exchange Reserves,* which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.

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

* An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

** Prior to October 8, 2012, Global Risk Allocation Fund was named Balanced Shares. Prior to November 1, 2012, Discovery Growth Fund was named Small/Mid Cap Growth Fund and Discovery Value Fund was named Small/Mid Cap Value Fund.

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES  • 165

AllianceBernstein Family of Funds

ALLIANCEBERNSTEIN TAX-MANAGED WEALTH STRATEGIES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

TMW-0151-0812

ANNUAL REPORT

AllianceBernstein Wealth Strategies

Wealth Appreciation Strategy

Balanced Wealth Strategy

Conservative Wealth Strategy

August 31, 2012

Annual Report

Investment Products Offered

•Are Not FDIC Insured

•May Lose Value

•Are Not Bank Guaranteed

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

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

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

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

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

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

October 25, 2012

Annual Report

This report provides management’s discussion of fund performance for the portfolios of AllianceBernstein Wealth Strategies (the “Strategies”, and individually a “Strategy”) for the annual reporting period ended August 31, 2012.

The Strategies invest in a combination of Portfolios (the “Underlying Portfolios”) of The AllianceBernstein Pooling Portfolios (the “Trust”) representing a variety of asset classes and investment styles.

Effective December 31, 2011, the Global Core Bond Underlying Portfolio changed its name from the Intermediate Duration Bond Underlying Portfolio, eliminated its policy of limiting its investments in debt securities denominated in currencies other than the U.S. dollar to 20% of its total assets, and adopted non-fundamental policies to invest at least 40% of its assets in securities of non-U.S. issuers. The performance information shown includes periods prior to the implementation of these changes and may not be representative of the performance the Underlying Portfolio will achieve under its new policies. The Underlying Portfolio’s broad-based index used for comparison purposes has changed from the Barclays Capital (“BC”) U.S. Aggregate Bond Index to the BC Global Aggregate Bond Index (U.S. dollar hedged) because the new index more closely resembles its investment strategy.

AllianceBernstein Wealth Appreciation Strategy

Investment Objective and Policies

AllianceBernstein Wealth Appreciation Strategy’s investment objective is long-term growth of capital. The Strategy seeks to achieve its objective by investing in a combination of Underlying Portfolios representing a variety of asset classes and investment styles that are also managed by AllianceBernstein L.P. (the “Adviser”). By allocating its assets among the Underlying Portfolios, the Strategy creates a portfolio that is designed as a solution for investors who seek equity returns without regard to taxes but also want broad diversification of the related risks across styles, capitalization ranges and geographic regions. Through investments in the Underlying Portfolios, the Adviser efficiently diversifies the Strategy between growth and value equity investment styles, and between U.S. and non-U.S. markets. Normally, the Strategy’s targeted blend, for its equity investments, is an equal weighting of growth and value style Underlying Portfolios (50% each).

In addition to blending growth and value styles, the Strategy blends each style component across Underlying Portfolios that invest in U.S. and non-U.S. companies and various capitalization ranges. Within each of the growth and value components, the Strategy’s targeted blend is approximately 60% in Underlying Portfolios that invest in U.S. companies and the remaining 40% in Underlying Portfolios that invest in non-U.S. companies. The Strategy invests approximately

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 1

20% of its assets in the Volatility Management Underlying Portfolio, which is designed to reduce the overall effect of equity market volatility on the Strategy’s portfolio and the effects of adverse market conditions on its performance. The Volatility Management Underlying Portfolio will normally be considered to be part of the Strategy’s equity asset allocation. Under normal market conditions, this Underlying Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Underlying Portfolio’s equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy’s investments in equity securities.

The Adviser will allow the relative weightings of the Strategy’s investments in growth and value and U.S. and non-U.S. Underlying Portfolios to vary in response to market conditions, but ordinarily only by ±5% of the Strategy’s net assets. Beyond those ranges, the Adviser will generally rebalance the portfolio toward the targeted blend. However, under extraordinary circumstances, such as when market conditions favoring one investment component are compelling, the range may expand to ±10% of the Strategy’s net assets. The Strategy’s targeted blend may change from time to time without notice to shareholders based on the Adviser’s assessment of market conditions.

Effective January 1, 2012, the Strategy’s secondary benchmark changed to the Morgan Stanley Capital

International (“MSCI”) All Country World Index (“ACWI”) ex-U.S. from the MSCI Europe, Australasia, Far East (“EAFE”) Index and its composite benchmark changed from 70% Standard & Poor’s (“S&P”) 500 Index/30% MSCI EAFE Index to 60% S&P 500 Index/40% MSCI ACWI ex-U.S.

AllianceBernstein Balanced Wealth Strategy Investment Objective and Policies

AllianceBernstein Balanced Wealth Strategy’s investment objective is to achieve the highest total return consistent with the Adviser’s determination of reasonable risk. The Strategy seeks to achieve its objective by investing in a combination of Underlying Portfolios representing a variety of asset classes and investment styles that are also managed by the Adviser. By allocating its assets among the Underlying Portfolios, the Strategy creates a portfolio that is designed as a solution for investors who seek a moderate tilt toward equity returns without regard to taxes but also want the risk diversification offered by debt securities and the broad diversification of their equity risk across styles, capitalization ranges and geographic regions. Through investments in the Underlying Portfolios, the Adviser efficiently diversifies between the debt and equity components to produce the desired risk/return profile of the Strategy. The Strategy targets a weighting of 65% of Underlying Portfolios that invest primarily in equity securities and 35% of Underlying Portfolios that invest primarily in debt securities with a goal of providing

2 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

moderate upside potential without excessive volatility. An investment in the Multi-Asset Real Return Underlying Portfolio is treated as 100% equity for the purpose of these allocations.

Within the Strategy’s equity component, the targeted blend is an equal weighting of Underlying Portfolios that invest primarily in growth and value-style stocks (50% each), with approximately 60% of each equity style invested in Underlying Portfolios that invest in U.S. companies and the remaining 40% in Underlying Portfolios that invest in non-U.S. companies. The Strategy invests approximately 20% of its assets in the Volatility Management Underlying Portfolio, which is designed to reduce the overall effect of equity market volatility on the Strategy’s portfolio and the effects of adverse market conditions on its performance. The Volatility Management Underlying Portfolio will normally be considered to be part of the Strategy’s equity asset allocation. Under normal market conditions, this Underlying Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Underlying Portfolio’s equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy’s investments in equity securities.

The Adviser will allow the relative weightings of the Strategy’s investments in equity and debt, growth and value, and in U.S. and non-U.S.

company Underlying Portfolios to change in response to market conditions, but ordinarily, only by ±5% of the Strategy’s net assets. Beyond those ranges, the Adviser will rebalance the Strategy toward the targeted blend. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to ±10% of the Strategy’s net assets. The Strategy’s targeted blend may change from time to time without notice to shareholders based on the Adviser’s assessment of market conditions.

The Underlying Portfolios’ fixed-income securities will primarily be investment-grade debt securities, but are expected to include lower-rated securities (“junk bonds”) and preferred stock. The Strategy will not invest more than 25% of its total assets in Underlying Portfolios investing in securities rated, at the time of purchase, below investment-grade.

Effective January 1, 2012, the Strategy’s composite benchmark changed from 60% S&P 500 Index/40% BC U.S. Aggregate Bond Index to 65% S&P 500 Index/35% BC U.S. Aggregate Bond Index.

AllianceBernstein Conservative Wealth Strategy Investment Objective and Policies

AllianceBernstein Conservative Wealth Strategy’s investment objective is to achieve a high total return without, in the opinion of the Adviser, undue risk to principal. The Strategy seeks to achieve its objective by investing in a

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 3

combination of portfolios of the Underlying Portfolios representing a variety of asset classes and investment styles that are also managed by the Adviser. By allocating its assets among the Underlying Portfolios, the Strategy creates a portfolio that is designed as a solution for investors who seek some opportunities for equity returns without regard to taxes if the related risks are broadly diversified and overall portfolio volatility reflects a preponderance of debt securities. Through investments in the Underlying Portfolios, the Adviser efficiently diversifies between debt and equity components to produce the desired risk/return profile of the Strategy. The Strategy targets a weighting of 35% in Underlying Portfolios that invest primarily in equity securities and 65% in Underlying Portfolios that invest in debt securities with a goal of providing reduced volatility and modest upside potential. An investment in the Multi-Asset Real Return Underlying Portfolio is treated as 100% equity for the purpose of these allocations.

Within the Strategy’s equity component, the targeted blend is an equal weighting of Underlying Portfolios that invest in growth and value-style stocks (50% each), with approximately 60% of each equity style invested in Underlying Portfolios that invest in U.S. companies and the remaining 40% in Underlying Portfolios that invest in non-U.S. companies. The Strategy invests approximately 12% of its assets in the Volatility Management Underlying Portfolio, which is designed to reduce the overall effect of

equity market volatility on the Strategy’s portfolio and the effects of adverse market conditions on its performance. The Volatility Management Underlying Portfolio will normally be considered to be part of the Strategy’s equity asset allocation. Under normal market conditions, this Underlying Portfolio will invest predominantly in equity securities. If the Adviser determines that the equity markets pose disproportionate risks, the Adviser will reduce the Underlying Portfolio’s equity investments and invest in fixed-income securities or other non-equity asset classes to reduce the risks of the Strategy’s investments in equity securities.

The Adviser will allow the relative weightings of the Strategy’s investments in equity and debt, growth and value, and in U.S. and non-U.S. company Underlying Portfolios to change in response to market conditions, but ordinarily only by ±5% of the Strategy’s net assets. Beyond those ranges, the Adviser will rebalance the Strategy toward the targeted blends. However, under extraordinary circumstances, such as when market conditions favoring one investment style are compelling, the range may expand to ±10% of the Strategy’s net assets. The Strategy’s targeted blend may change from time to time without notice to shareholders based on the Adviser’s assessment of market conditions.

All fixed-income securities of the Underlying Portfolios in which the Strategy invests will be of investment-grade at the time of purchase. In the

4 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

event that the rating of any security held by the Underlying Portfolios falls below investment-grade, the Strategy will not be obligated to dispose of its investment in such Underlying Portfolio and may continue to hold such investment if, in the opinion of the Adviser, such investment is appropriate under the circumstances.

Effective January 1, 2012, the Strategy’s primary benchmark changed from the S&P 500 Index to the BC U.S. Aggregate Bond Index. Its secondary benchmark changed from the BC U.S. Aggregate Bond Index to the S&P 500 Index. Its composite benchmark changed from 30% S&P 500 Index/70% BC U.S. Aggregate Bond Index to 65% BC U.S. Aggregate Bond Index/35% S&P 500 Index.

Investment Results

The tables on pages 11-16 show performance for each Strategy compared to its respective benchmarks for the six- and 12-month periods ended August 31, 2012. Performance for each of the Underlying Portfolios compared to its benchmark may be found on page 17. Additional performance for the Underlying Portfolios may be found on pages 24-27.

For the 12-month period ended August 31, 2012, Class A shares of all Strategies underperformed their primary and composite benchmarks, before sales charges. The performance of the individual equity Underlying Portfolios against their style benchmarks was broadly negative, with only the Small-Mid Cap Growth and Multi-Asset Real Return Underlying

Portfolios outperforming their benchmarks, although Multi-Asset Real Return Underlying Portfolio declined in absolute terms. The International Growth and International Value Underlying Portfolios declined and underperformed their benchmarks, while the U.S. Large Cap Growth, U.S. Value, Small-Mid Cap Value and Volatility Management Underlying Portfolios rose in absolute terms but underperformed their respective benchmarks. The Global Core Bond and Bond Inflation Protection Underlying Portfolios outperformed their benchmarks for the Conservative Wealth and Balanced Wealth Strategies. The High-Yield Underlying Portfolio outperformed its benchmark in the Balanced Wealth Strategy while the Short Duration Bond Underlying Portfolio outperformed its benchmark in the Conservative Wealth Strategy.

For the six-month period ended August 31, 2012, Class A shares of Wealth Appreciation Strategy and Balanced Wealth Strategy declined in absolute terms and Class A shares of Conservative Wealth Strategy gained in absolute terms. All Strategies underperformed their respective primary and composite benchmarks, before sales charges. The performance of the Underlying Portfolios versus their respective benchmarks was mixed, with U.S. Large Cap Growth, U.S. Value, Small-Mid Cap Value, Short Duration Bond, Global Core Bond, High-Yield and Bond Inflation Protection Underlying Portfolios posting positive results while all other Underlying Portfolios posted negative returns. The U.S. Large Cap Growth,

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 5

U.S. Value, Small-Mid Cap Value, International Growth, International Value and Volatility Management Underlying Portfolios proved to be comparative laggards versus their respective benchmarks in all three Strategies while the Small-Mid Cap Growth and Multi-Asset Real Return Underlying Portfolios outperformed their respective benchmarks across all three Strategies. The fixed income components of the Balanced Wealth and Conservative Wealth Strategies rose in absolute terms and outperformed their respective benchmarks. Global Core Bond and Bond Inflation Protection Underlying Portfolios outperformed in Balanced Wealth and Conservative Wealth Strategies while Short Duration Bond Underlying Portfolio outperformed in Conservative Wealth Strategy and High-Yield Underlying Portfolio outperformed in Balanced Wealth Strategy.

The International Value Underlying Portfolio utilized derivatives in the form of futures for hedging and non-hedging purposes, which detracted from performance for the six-month period and added for the 12-month period; forwards and purchased options for hedging and non-hedging purposes, which had a negative impact during both periods. During both periods, the International Growth Underlying Portfolio utilized derivatives in the form of written options for hedging purposes, which added to performance, and purchased options for hedging purposes, which detracted. Foreign currency forwards for hedging and non-hedging purposes were employed during both

periods, which had a negative impact on performance. Leverage was not employed.

In the Short Duration Bond Underlying Portfolio, yield curve positioning contributed positively helped by an overweight position in intermediate maturities. During both periods, Treasury futures were used in order to manage duration and yield curve positioning. Currency forwards were utilized for hedging purposes, which had an immaterial impact. In the Global Core Bond Underlying Portfolio, overall yield curve positioning, helped by an overweight to the intermediate part of the U.S. yield curve, added to relative returns. During both periods, Treasury futures were used in order to manage duration and yield curve positioning. Currency forwards were used during both periods to implement overall currency strategy, and credit default swaps for non-hedging purposes, which detracted slightly from performance. The Bond Inflation Protection Underlying Portfolio used credit default swaps, which had an immaterial impact on performance. Overall currency positioning was a modest detractor for both periods. For the 12-month period, long positions in the Norwegian krone and Indian rupee, as well as short positions in the euro and Canadian dollar, were mostly offset by a short in the Japanese yen and long position in the Mexican peso. For the six-month period, long positions in the Australian dollar, Indian rupee, Norwegian krone and Swedish krona detracted from performance. A short position in the euro contributed positively, offsetting

6 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

some of the long positions. Currency forwards were utilized during both periods for both hedging and non-hedging purposes. As interest rates declined significantly, the Portfolio’s longer-duration positioning contributed positively for both the six- and 12-month periods, as did an overweight to the intermediate part of the curve. During both periods, Treasury futures and interest rate swaps were utilized in order to manage duration and yield curve positioning. Leverage was used through reverse repurchase agreements, which enhanced returns. Within the High-Yield Underlying Portfolio’s derivative positions during both periods, credit default swaps, for hedging and non hedging purposes contributed positively, while interest rate swaps had an immaterial impact. Currency forwards were utilized for hedging purposes, resulting in no currency impact. Written options were utilized for hedging purposes which had a positive impact during both periods.

The Multi-Asset Real Return Underlying Portfolio utilized derivatives including interest rate swaps for hedging purposes, which detracted from performance during both the six- and 12-month periods; purchased options for hedging and non-hedging purposes, which detracted for both periods; futures for hedging and non-hedging purposes, which contributed for both periods; forwards for hedging and non-hedging purposes, as part of its currency management strategies, which contributed for both periods; written options for hedging and non-hedging purposes,

which contributed for both periods, and total return swaps for hedging and non-hedging purposes, which detracted for both periods. The Volatility Management Underlying Portfolio utilized derivatives including purchased options for hedging and non-hedging purposes, which detracted from performance during the six- and 12-month periods; futures for hedging and non-hedging purposes, which detracted for the six-month period and contributed for the 12-month period; forwards for hedging purposes, which detracted for both periods; and total return swaps for non-hedging purposes, which contributed for both periods.

Market Review and Investment Strategy

Amid eroding investor confidence, debt overhang continued to weigh on the U.S. and Europe and growth in emerging markets slowed. In the final months of 2011, encouraging U.S. economic data suggesting that the world’s largest economy may be gaining momentum, coupled with supportive actions by the European Central Bank (“ECB”), ignited a relief rally that carried over into the first three months of 2012. However, the market upturn ended in April on the return of worries that the euro area was teetering on the brink of disintegration due to the possible exit of Greece from the common currency union and Spain’s deepening banking crisis. A rescue plan put forth in June by European political leaders to tentatively address the structural imbalances in the euro area, along with a vow made the following month by the head of the ECB

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 7

to do “whatever it takes” within the institution’s mandate to preserve the beleaguered euro, boosted market sentiment and led to another rally that extended into the end of August.

The Value Team has navigated current market conditions by investing across a wide range of sectors with an eye toward risk control in light of the recent volatility. The large move, together with investors’ focus on macro-economic factors rather than company specific issues, has created wide dispersion in valuations. The Value Underlying Portfolios are positioned in stocks that combine low valuation, both absolute and relative to the market, together with high quality as characterized by cash flow and balance sheet strength. Meanwhile, the Growth Team continues to focus on companies they believe have solid, durable growth potential, sustainable competitive advantages and high return on invested capital. The superior longer-term growth of these holdings is bolstered by exposure to powerful long-term secular trends such as the rising

affluence and elevated spending habits of the middle-class consumer in developing countries. At the same time, the Growth Team remains underweight in some of what it regards as the riskier areas of the market right now. These include parts of the financial sector, where the Growth Team believes further fund-raising and restructuring are likely to continue to depress share prices. The Growth Team also remains generally underweight in the euro area, where uncertainty over the economic and currency outlooks will likely persist. The Fixed-Income Team continues to emphasize corporate bonds and commercial mortgage-backed securities over U.S. Treasuries.

The Multi-Asset Solution Team remains focused on a long-term strategy: combining low correlation asset classes, blending growth and value investment styles, globalizing its holdings and ensuring the Strategies are aligned with their strategic asset allocation targets over time through a disciplined rebalancing process.

8 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged S&P 500^® Index, MSCI ACWI ex-U.S. and BC U.S. Aggregate Bond Index do not reflect fees and expenses associated with the active management of a mutual fund portfolio. The BC U.S. Aggregate Bond Index represents the performance of securities within the U.S. investment-grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities. The S&P 500 Index includes 500 U.S. stocks and is a common representation of the performance of the overall U.S. stock market. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. The MSCI ACWI ex-U.S. (free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets, excluding the United States. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Strategies.

A Word About Risk

The Strategies allocate their investments among multiple asset classes which will include U.S. and foreign securities. AllianceBernstein Balanced Wealth Strategy and AllianceBernstein Conservative Wealth Strategy will include both equity and fixed-income securities. Price fluctuation in the Underlying Portfolio securities may be caused by changes in the general level of interest rates or changes in bond credit quality ratings.

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

Interest Rate Risk: (Balanced Wealth and Conservative Wealth Strategies) Changes in interest rates will affect the value of the Strategy’s investments in Underlying Portfolios that invest in fixed-income securities. When interest rates rise, the value of investments in fixed-income securities tend to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. Investments in fixed-income securities with lower credit ratings (“junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

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

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 9

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

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

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

Allocation Risk: The allocation of investments among the Underlying Portfolios’ different investment styles, such as growth or value, or U.S. or non-U.S. securities, may have a more significant effect on the Strategy’s net asset value when one of these investments is performing more poorly than another.

These risks are fully discussed in the Strategies’ prospectus.

An Important Note About Historical Performance

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

All fees and expenses related to the operation of the Strategies have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Strategies’ quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

10 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Disclosures and Risks

WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

THE STRATEGY VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Wealth Appreciation Strategy
Class A		-3.48%		5.11%
Class B*		-3.86%		4.29%
Class C		-3.85%		4.39%
Advisor Class**		-3.40%		5.36%
Class R**		-3.62%		4.78%
Class K**		-3.50%		5.07%
Class I**		-3.33%		5.43%
Primary Benchmark: S&P 500 Index		4.14%		18.00%
Secondary Benchmark: MSCI ACWI ex-U.S.		-5.66%		-1.92%
Composite Benchmark: 60% S&P 500 Index/40% MSCI ACWI ex-U.S.		0.17%		9.74%
*    Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.
**  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 11

Historical Performance

WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY

9/2/03* TO 8/31/12

* Since inception of the Strategy’s Class A shares on 9/2/03.

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Wealth Appreciation Strategy Class A shares (from 9/2/03* to 8/31/12) as compared to the performance of the Strategy’s individual benchmarks, in addition to the composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

12 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

THE STRATEGY VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Balanced Wealth Strategy
Class A		-0.90%		5.81%
Class B*		-1.15%		5.06%
Class C		-1.21%		5.08%
Advisor Class**		-0.70%		6.09%
Class R**		-1.06%		5.35%
Class K**		-0.88%		5.85%
Class I**		-0.70%		6.10%
Primary Benchmark: S&P 500 Index		4.14%		18.00%
Secondary Benchmark: BC U.S. Aggregate Bond Index		2.97%		5.78%
Composite Benchmark: 65% S&P 500 Index/35% BC U.S. Aggregate Bond Index		3.83%		13.94%
*    Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information. **  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 13

Historical Performance

BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY

9/2/03* TO 8/31/12

* Since inception of the Strategy’s Class A shares on 9/2/03.

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Balanced Wealth Strategy Class A shares (from 9/2/03* to 8/31/12) as compared to the performance of the Strategy’s individual benchmarks, in addition to the composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

14 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

THE STRATEGY VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Conservative Wealth Strategy
Class A		0.21%		3.93%
Class B*		-0.11%		3.21%
Class C		-0.09%		3.24%
Advisor Class**		0.32%		4.22%
Class R**		0.03%		3.46%
Class K**		0.19%		3.82%
Class I**		0.30%		4.19%
Primary Benchmark: BC U.S. Aggregate Bond Index		2.97%		5.78%
Secondary Benchmark: S&P 500 Index		4.14%		18.00%
Composite Benchmark: 65% BC U.S. Aggregate Bond Index /35% S&P 500 Index		3.48%		10.27%
*    Effective January 31, 2009, Class B shares are no longer available for purchase to new investors. Please see Note A for additional information.
**  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 15

Historical Performance

CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

GROWTH OF A $10,000 INVESTMENT IN THE STRATEGY

9/2/03* TO 8/31/12

* Since inception of the Strategy’s Class A shares on 9/2/03.

This chart illustrates the total value of an assumed $10,000 investment in AllianceBernstein Conservative Wealth Strategy Class A shares (from 9/2/03* to 8/31/12) as compared to the performance of the Strategy’s individual benchmarks, in addition to the composite benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Strategy and assumes the reinvestment of dividends and capital gains distributions.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

16 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

THE UNDERLYING PORTFOLIOS

HISTORICAL PERFORMANCE

(continued from previous page)

EACH UNDERLYING PORTFOLIO* VS. ITS BENCHMARKS PERIODS ENDED AUGUST 31, 2012	Returns
	6 Months		12 Months
AllianceBernstein U.S. Value Portfolio		0.29%		12.75%
Russell 1000 Value Index		3.95%		17.30%
AllianceBernstein U.S. Large Cap Growth Portfolio		1.64%		16.99%
Russell 1000 Growth Index		3.17%		17.37%
AllianceBernstein International Value Portfolio		-11.49%		-6.69%
Current Benchmark: MSCI ACWI ex-U.S.		-5.66%		-1.92%
Prior Benchmark: MSCI EAFE Index (net)		-4.00%		-0.04%
AllianceBernstein International Growth Portfolio		-6.08%		-7.19%
Current Benchmark: MSCI ACWI ex-U.S.		-5.66%		-1.92%
Prior Benchmark: MSCI EAFE Index (net)		-4.00%		-0.04%
MSCI EAFE Growth Index		-3.70%		-0.22%
AllianceBernstein Short Duration Bond Portfolio		0.86%		1.24%
BofA ML 1-3 Year Treasury Index		0.39%		0.41%
AllianceBernstein Global Core Bond Portfolio		4.11%		6.98%
Current Benchmark: BC Global Aggregate Bond Index (U.S. dollar hedged)		2.97%		5.91%
Prior Benchmark: BC U.S. Aggregate Bond Index		2.97%		5.78%
AllianceBernstein Bond Inflation Protection Portfolio		3.13%		6.59%
BC 1-10 Year TIPS Index		2.17%		5.07%
AllianceBernstein High-Yield Portfolio		5.73%		13.95%
BC U.S. High Yield 2% Issuer Cap Index		4.80%		13.84%
AllianceBernstein Small-Mid Cap Value Portfolio		0.25%		14.21%
Russell 2500 Value Index		2.37%		14.72%
AllianceBernstein Small-Mid Cap Growth Portfolio		-0.76%		17.77%
Russell 2500 Growth Index		-1.02%		12.81%
AllianceBernstein Multi-Asset Real Return Portfolio		-2.25%		-0.45%
MSCI AC World Commodity Producers Index		-12.51%		-8.56%
AllianceBernstein Volatility Management Portfolio		-2.75%		3.10%
Current Benchmark: MSCI ACWI		-1.54%		6.22%
Prior Benchmark: S&P 500 Index		4.14%		18.00%
*    Please note, shares of the Underlying Portfolios are offered exclusively to mutual funds advised by, and certain institutional clients of, AllianceBernstein that seek a blend of asset classes for investment, like the Strategies. These share classes are not currently offered for direct investment from the general public. The Underlying Portfolios do not contain sales charges or management fees.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 17

Historical Performance

WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		5.11	%		0.64	%
5 Years		-3.53	%		-4.36	%
Since Inception*		3.94	%		3.44	%
Class B Shares
1 Year		4.29	%		0.29	%
5 Years		-4.24	%		-4.24	%
Since Inception*(a)		3.26	%		3.26	%
Class C Shares
1 Year		4.39	%		3.39	%
5 Years		-4.21	%		-4.21	%
Since Inception*		3.20	%		3.20	%
Advisor Class Shares†
1 Year		5.36	%		5.36	%
5 Years		-3.25	%		-3.25	%
Since Inception*		4.23	%		4.23	%
Class R Shares†
1 Year		4.78	%		4.78	%
5 Years		-3.86	%		-3.86	%
Since Inception*		2.31	%		2.31	%
Class K Shares†
1 Year		5.07	%		5.07	%
5 Years		-3.56	%		-3.56	%
Since Inception*		1.85	%		1.85	%
Class I Shares†
1 Year		5.43	%		5.43	%
5 Years		-3.23	%		-3.23	%
Since Inception*		2.17	%		2.17	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 1.12%, 1.86%, 1.83%, 0.82%, 1.49%, 1.18% and 0.85% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The expenses shown include the total operating expenses of the Strategy and the indirect expenses of the Strategy’s Underlying Portfolios, as based upon the allocation of the Strategy’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception dates: 9/2/03 for Class A, Class B, Class C and Advisor Class shares; 2/17/04 for Class R shares; 3/1/05 for Class K and Class I shares.

^†  These share classes are offered at NAV to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception dates for each class are listed above.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

18 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

WEALTH APPRECIATION STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns
Class A Shares
1 Year		14.88	%
5 Years		-4.81	%
Since Inception*		3.68	%
Class B Shares
1 Year		15.20	%
5 Years		-4.68	%
Since Inception*(a)		3.50	%
Class C Shares
1 Year		18.21	%
5 Years		-4.66	%
Since Inception*		3.43	%
Advisor Class Shares†
1 Year		20.35	%
5 Years		-3.70	%
Since Inception*		4.47	%
Class R Shares†
1 Year		19.67	%
5 Years		-4.30	%
Since Inception*		2.57	%
Class K Shares†
1 Year		19.96	%
5 Years		-4.00	%
Since Inception*		2.15	%
Class I Shares†
1 Year		20.49	%
5 Years		-3.68	%
Since Inception*		2.48	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception dates: 9/2/03 for Class A, Class B, Class C and Advisor Class shares; 2/17/04 for Class R shares; 3/1/05 for Class K and Class I shares.

^†  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception dates for each class are listed above.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 19

Historical Performance

BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		5.81	%		1.30	%
5 Years		0.64	%		-0.23	%
Since Inception*		5.08	%		4.58	%
Class B Shares
1 Year		5.06	%		1.06	%
5 Years		-0.08	%		-0.08	%
Since Inception*(a)		4.41	%		4.41	%
Class C Shares
1 Year		5.08	%		4.08	%
5 Years		-0.06	%		-0.06	%
Since Inception*		4.35	%		4.35	%
Advisor Class Shares†
1 Year		6.09	%		6.09	%
5 Years		0.95	%		0.95	%
Since Inception*		5.40	%		5.40	%
Class R Shares†
1 Year		5.35	%		5.35	%
5 Years		0.29	%		0.29	%
Since Inception*		3.80	%		3.80	%
Class K Shares†
1 Year		5.85	%		5.85	%
5 Years		0.62	%		0.62	%
Since Inception*		3.70	%		3.70	%
Class I Shares†
1 Year		6.10	%		6.10	%
5 Years		0.95	%		0.95	%
Since Inception*		4.04	%		4.04	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 1.02%, 1.75%, 1.73%, 0.72%, 1.38%, 1.07% and 0.74% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The expenses shown include the total operating expenses of the Strategy and the indirect expenses of the Strategy’s Underlying Portfolios, as based upon the allocation of the Strategy’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception dates: 9/2/03 for Class A, Class B, Class C and Advisor Class shares; 2/17/04 for Class R shares; 3/1/05 for Class K and Class I shares.

^†  These share classes are offered at NAV to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception dates for each class are listed above.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

20 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

BALANCED WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns
Class A Shares
1 Year		10.77	%
5 Years		-0.58	%
Since Inception*		4.74	%
Class B Shares
1 Year		10.81	%
5 Years		-0.43	%
Since Inception*(a)		4.57	%
Class C Shares
1 Year		13.92	%
5 Years		-0.41	%
Since Inception*		4.50	%
Advisor Class Shares†
1 Year		15.98	%
5 Years		0.59	%
Since Inception*		5.55	%
Class R Shares†
1 Year		15.30	%
5 Years		-0.05	%
Since Inception*		3.97	%
Class K Shares†
1 Year		15.66	%
5 Years		0.26	%
Since Inception*		3.89	%
Class I Shares†
1 Year		16.02	%
5 Years		0.59	%
Since Inception*		4.24	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception dates: 9/2/03 for Class A, Class B, Class C and Advisor Class shares; 2/17/04 for Class R shares; 3/1/05 for Class K and Class I shares.

^†  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception dates for each class are listed above.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 21

Historical Performance

CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF AUGUST 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		3.93	%		-0.52	%
5 Years		2.12	%		1.24	%
Since Inception*		4.44	%		3.94	%
Class B Shares
1 Year		3.21	%		-0.79	%
5 Years		1.39	%		1.39	%
Since Inception*(a)		3.77	%		3.77	%
Class C Shares
1 Year		3.24	%		2.24	%
5 Years		1.41	%		1.41	%
Since Inception*		3.70	%		3.70	%
Advisor Class Shares†
1 Year		4.22	%		4.22	%
5 Years		2.42	%		2.42	%
Since Inception*		4.74	%		4.74	%
Class R Shares†
1 Year		3.46	%		3.46	%
5 Years		1.74	%		1.74	%
Since Inception*		3.51	%		3.51	%
Class K Shares†
1 Year		3.82	%		3.82	%
5 Years		2.09	%		2.09	%
Since Inception*		3.64	%		3.64	%
Class I Shares†
1 Year		4.19	%		4.19	%
5 Years		2.40	%		2.40	%
Since Inception*		3.96	%		3.96	%

The Strategy’s current prospectus fee table shows the Strategy’s total annual operating expense ratios as 1.04%, 1.77%, 1.75%, 0.74%, 1.42%, 1.11% and 0.77% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The expenses shown include the total operating expenses of the Strategy and the indirect expenses of the Strategy’s Underlying Portfolios, as based upon the allocation of the Strategy’s assets among the Underlying Portfolios. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception dates: 9/2/03 for Class A, Class B, Class C and Advisor Class shares; 2/17/04 for Class R shares; 3/1/05 for Class K and Class I shares.

^†  These share classes are offered at NAV to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception dates for each class are listed above.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

22 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

CONSERVATIVE WEALTH STRATEGY

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	SEC Returns
Class A Shares
1 Year		4.41	%
5 Years		1.00	%
Since Inception*		4.02	%
Class B Shares
1 Year		4.33	%
5 Years		1.16	%
Since Inception*(a)		3.86	%
Class C Shares
1 Year		7.36	%
5 Years		1.18	%
Since Inception*		3.78	%
Advisor Class Shares†
1 Year		9.40	%
5 Years		2.20	%
Since Inception*		4.82	%
Class R Shares†
1 Year		8.76	%
5 Years		1.52	%
Since Inception*		3.61	%
Class K Shares†
1 Year		9.08	%
5 Years		1.86	%
Since Inception*		3.75	%
Class I Shares†
1 Year		9.39	%
5 Years		2.17	%
Since Inception*		4.07	%

(a) Assumes conversion of Class B shares into Class A shares after eight years.

* Inception dates: 9/2/03 for Class A, Class B, Class C and Advisor Class shares; 2/17/04 for Class R shares; 3/1/05 for Class K and Class I shares.

^†  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Strategies. The inception dates for each class are listed above.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 23

Historical Performance

THE UNDERLYING PORTFOLIOS

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS FOR THE UNDERLYING PORTFOLIOS† AS OF AUGUST 31, 2012
	NAV/SEC Returns†
AllianceBernstein U.S. Value Portfolio
1 Year		12.75	%
5 Years		-3.63	%
Since Inception*		1.45	%
AllianceBernstein U.S. Large Cap Growth Portfolio
1 Year		16.99	%
5 Years		1.37	%
Since Inception*		4.51	%
AllianceBernstein International Value Portfolio
1 Year		-6.69	%
5 Years		-10.27	%
Since Inception*		0.24	%
AllianceBernstein International Growth Portfolio
1 Year		-7.19	%
5 Years		-7.84	%
Since Inception*		0.07	%
AllianceBernstein Short Duration Bond Portfolio
1 Year		1.24	%
5 Years		2.50	%
Since Inception*		2.91	%
AllianceBernstein Global Core Bond Portfolio
1 Year		6.98	%
5 Years		7.55	%
Since Inception*		6.42	%
AllianceBernstein Bond Inflation Protection Portfolio
1 Year		6.59	%
5 Years		7.45	%
Since Inception*		6.12	%

* Inception date: 5/20/05.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

24 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

THE UNDERLYING PORTFOLIOS

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS FOR THE UNDERLYING PORTFOLIOS† AS OF AUGUST 31, 2012
	NAV/SEC Returns†
AllianceBernstein High-Yield Portfolio
1 Year		13.95	%
5 Years		10.28	%
Since Inception*		9.07	%
AllianceBernstein Small-Mid Cap Value Portfolio
1 Year		14.21	%
5 Years		3.22	%
Since Inception*		6.31	%
AllianceBernstein Small-Mid Cap Growth Portfolio
1 Year		17.77	%
5 Years		7.46	%
Since Inception*		11.22	%
AllianceBernstein Multi-Asset Real Return Portfolio
1 Year		-0.45	%
5 Years		-2.54	%
Since Inception*		4.50	%
AllianceBernstein Volatility Management Portfolio
1 Year		3.10	%
Since Inception**		4.48	%

^† Please note, shares of the Underlying Portfolios are offered exclusively to mutual funds advised by, and certain institutional clients of, AllianceBernstein that seek a blend of asset classes for investment, like the Strategies. These share classes are not currently offered for direct investment from the general public. The Underlying Portfolios do not contain sales charges or management fees. These Portfolios are offered at NAV and their SEC returns are the same as their NAV returns. The Underlying Portfolios can be purchased at the relevant NAV without a sales charge or other fee. However, there are sales charges in connection to purchases of other AllianceBernstein share classes invested in these Underlying Portfolios.

* Inception date: 5/20/05.

** Inception date: 4/16/10.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 25

Historical Performance

THE UNDERLYING PORTFOLIOS

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS FOR THE UNDERLYING PORTFOLIOS† AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	NAV/SEC Returns†
AllianceBernstein U.S. Value Portfolio
1 Year		26.78	%
5 Years		-3.52	%
Since Inception*		1.89	%
AllianceBernstein U.S. Large Cap Growth Portfolio
1 Year		32.22	%
5 Years		0.85	%
Since Inception*		4.89	%
AllianceBernstein International Value Portfolio
1 Year		8.59	%
5 Years		-10.60	%
Since Inception*		0.68	%
AllianceBernstein International Growth Portfolio
1 Year		11.67	%
5 Years		-8.74	%
Since Inception*		0.50	%
AllianceBernstein Short Duration Bond Portfolio
1 Year		1.74	%
5 Years		2.42	%
Since Inception*		2.91	%
AllianceBernstein Global Core Bond Portfolio
1 Year		6.96	%
5 Years		7.53	%
Since Inception*		6.42	%
AllianceBernstein Bond Inflation Protection Portfolio
1 Year		8.77	%
5 Years		7.42	%
Since Inception*		6.19	%

* Inception date: 5/20/05.

See Disclosures, Risks and Note about Historical Performance on pages 9-10.

(Historical Performance continued on next page)

26 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Historical Performance

THE UNDERLYING PORTFOLIOS

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS FOR THE UNDERLYING  PORTFOLIOS† AS OF THE MOST RECENT CALENDAR QUARTER-END (SEPTEMBER 30, 2012)
	NAV/SEC Returns†
AllianceBernstein High-Yield Portfolio
1 Year		19.86	%
5 Years		10.02	%
Since Inception*		9.19	%
AllianceBernstein Small-Mid Cap Value Portfolio
1 Year		29.88	%
5 Years		3.35	%
Since Inception*		6.50	%
AllianceBernstein Small-Mid Cap Growth Portfolio
1 Year		31.02	%
5 Years		6.73	%
Since Inception*		11.29	%
AllianceBernstein Multi-Asset Real Return Potfolio
1 Year		17.23	%
5 Years		-3.20	%
Since Inception*		4.81	%
AllianceBernstein Volatility Management Portfolio
1 Year		3.51	%
Since Inception**		4.70	%

^† Please note, shares of the Underlying Portfolios are offered exclusively to mutual funds advised by, and certain institutional clients of, AllianceBernstein that seek a blend of asset classes for investment, like the Strategies. These share classes are not currently offered for direct investment from the general public. The Underlying Portfolios do not contain sales charges or management fees. These Portfolios are offered at NAV and their SEC returns are the same as their NAV returns. The Underlying Portfolios can be purchased at the relevant NAV without a sales charge or other fee. However, there are sales charges in connection to purchases of other AllianceBernstein share classes invested in these Underlying Portfolios.

* Inception date: 5/20/05.

** Inception date: 4/16/10.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 27

Historical Performance

FUND EXPENSES

(unaudited)

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

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

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. Each Strategy will indirectly bear its pro rata share of the expenses incurred by the Underlying Portfolios in which the Strategies invest. These expenses are not included in the table below.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Strategy’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Strategy’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Strategy and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Each Strategy will indirectly bear its pro rata share of the expenses incurred by the Underlying Portfolios in which the Strategies invest. These expenses are not included in the table below.

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

Wealth Appreciation Strategy

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	965.20	$	5.29		1.07	%
Hypothetical**	$	1,000	$	1,019.76	$	5.43		1.07	%
Class B
Actual	$	1,000	$	961.40	$	8.92		1.81	%
Hypothetical**	$	1,000	$	1,016.04	$	9.17		1.81	%
Class C
Actual	$	1,000	$	961.50	$	8.78		1.78	%
Hypothetical**	$	1,000	$	1,016.19	$	9.02		1.78	%

28 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Fund Expenses

FUND EXPENSES

(unaudited)

(continued from previous page)

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Advisor Class
Actual	$	1,000	$	966.00	$	3.81		0.77	%
Hypothetical**	$	1,000	$	1,021.27	$	3.91		0.77	%
Class R
Actual	$	1,000	$	963.80	$	7.11		1.44	%
Hypothetical**	$	1,000	$	1,017.90	$	7.30		1.44	%
Class K
Actual	$	1,000	$	965.00	$	5.58		1.13	%
Hypothetical**	$	1,000	$	1,019.46	$	5.74		1.13	%
Class I
Actual	$	1,000	$	966.70	$	3.95		0.80	%
Hypothetical**	$	1,000	$	1,021.11	$	4.06		0.80	%

Balanced Wealth Strategy

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	991.00	$	4.95		0.99	%
Hypothetical**	$	1,000	$	1,020.16	$	5.03		0.99	%
Class B
Actual	$	1,000	$	988.50	$	8.60		1.72	%
Hypothetical**	$	1,000	$	1,016.49	$	8.72		1.72	%
Class C
Actual	$	1,000	$	987.90	$	8.49		1.70	%
Hypothetical**	$	1,000	$	1,016.59	$	8.62		1.70	%
Advisor Class
Actual	$	1,000	$	993.00	$	3.46		0.69	%
Hypothetical**	$	1,000	$	1,021.67	$	3.51		0.69	%
Class R
Actual	$	1,000	$	989.40	$	6.70		1.34	%
Hypothetical**	$	1,000	$	1,018.40	$	6.80		1.34	%
Class K
Actual	$	1,000	$	991.20	$	5.21		1.04	%
Hypothetical**	$	1,000	$	1,019.91	$	5.28		1.04	%
Class I
Actual	$	1,000	$	993.00	$	3.51		0.70	%
Hypothetical**	$	1,000	$	1,021.62	$	3.56		0.70	%

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 29

Fund Expenses

FUND EXPENSES

(unaudited)

(continued from previous page)

Conservative Wealth Strategy

	Beginning Account Value March 1, 2012		Ending Account Value August 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,002.10	$	5.08		1.01	%
Hypothetical**	$	1,000	$	1,020.06	$	5.13		1.01	%
Class B
Actual	$	1,000	$	998.90	$	8.74		1.74	%
Hypothetical**	$	1,000	$	1,016.39	$	8.82		1.74	%
Class C
Actual	$	1,000	$	999.10	$	8.64		1.72	%
Hypothetical**	$	1,000	$	1,016.49	$	8.72		1.72	%
Advisor Class
Actual	$	1,000	$	1,003.20	$	3.58		0.71	%
Hypothetical**	$	1,000	$	1,021.57	$	3.61		0.71	%
Class R
Actual	$	1,000	$	1,000.30	$	6.99		1.39	%
Hypothetical**	$	1,000	$	1,018.15	$	7.05		1.39	%
Class K
Actual	$	1,000	$	1,001.90	$	5.33		1.06	%
Hypothetical**	$	1,000	$	1,019.81	$	5.38		1.06	%
Class I
Actual	$	1,000	$	1,003.00	$	3.73		0.74	%
Hypothetical**	$	1,000	$	1,021.42	$	3.76		0.74	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period). Expenses of the underlying portfolios in which the Strategies invest are not included herein.

** Assumes 5% return before expenses.

30 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Fund Expenses

WEALTH APPRECIATION STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,442.4

* All data are as of August 31, 2012. The Strategy’s holdings breakdown is expressed as a percentage of total investments and may vary over time.

The Strategy invests in the Underlying Portfolios. For more details regarding the Strategy’s holdings, including specific breakdowns within the Underlying Portfolios, please refer to pages 97-257. Performance for each of the Underlying Portfolios compared to its benchmark may be found on page 17. Additional performance for the Underlying Portfolios may be found on pages 24-27.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 31

Portfolio Summary

BALANCED WEALTH STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,484.5

* All data are as of August 31, 2012. The Strategy’s holdings breakdown is expressed as a percentage of total investments and may vary over time.

The Strategy invests in the Underlying Portfolios. For more details regarding the Strategy’s holdings, including specific breakdowns within the Underlying Portfolios, please refer to pages 97-257. Performance for each of the Underlying Portfolios compared to its benchmark may be found on page 17. Additional performance for the Underlying Portfolios may be found on pages 24-27.

32 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

CONSERVATIVE WEALTH STRATEGY

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $488.5

* All data are as of August 31, 2012. The Strategy’s holdings breakdown is expressed as a percentage of total investments and may vary over time.

The Strategy invests in the Underlying Portfolios. For more details regarding the Strategy’s holdings, including specific breakdowns within the Underlying Portfolios, please refer to pages 97-257. Performance for each of the Underlying Portfolios compared to its benchmark may be found on page 17. Additional performance for the Underlying Portfolios may be found on pages 24-27.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 33

Portfolio Summary

WEALTH APPRECIATION STRATEGY

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
MUTUAL FUNDS – 100.1%
The AllianceBernstein Pooling Portfolios - Equity – 100.1%
International Growth Portfolio		27,892,201	$	210,307,191
International Value Portfolio		32,446,277		207,331,708
Multi-Asset Real Return Portfolio		13,388,765		116,080,596
Small-Mid Cap Growth Portfolio		5,772,700		76,372,824
Small-Mid Cap Value Portfolio		6,500,537		76,186,290
U.S. Large Cap Growth Portfolio		19,079,478		234,677,582
U.S. Value Portfolio		26,896,125		234,803,172
Volatility Management Portfolio		28,192,222		288,688,357
Total Investments – 100.1% (cost $1,512,748,890)				1,444,447,720
Other assets less liabilities – (0.1)%				(2,031,464	)
Net Assets – 100.0%			$	1,442,416,256

See notes to financial statements.

34 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Wealth Appreciation Strategy—Portfolio of Investments

BALANCED WEALTH STRATEGY

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
MUTUAL FUNDS – 100.2%
The AllianceBernstein Pooling Portfolios - Equity – 65.1%
International Growth Portfolio		15,780,968	$	118,988,496
International Value Portfolio		18,337,561		117,177,013
Multi-Asset Real Return Portfolio		8,598,672		74,550,485
Small-Mid Cap Growth Portfolio		2,543,982		33,656,882
Small-Mid Cap Value Portfolio		2,870,573		33,643,120
U.S. Large Cap Growth Portfolio		11,774,254		144,823,328
U.S. Value Portfolio		16,651,272		145,365,606
Volatility Management Portfolio		29,072,963		297,707,143
				965,912,073
The AllianceBernstein Pooling Portfolios - Fixed Income – 35.1%
Bond Inflation Protection Portfolio		10,661,697		119,624,244
Global Core Bond Portfolio		27,061,904		297,680,944
High-Yield Portfolio		10,152,241		104,669,600
				521,974,788
Total Investments – 100.2% (cost $1,441,353,721)				1,487,886,861
Other assets less liabilities – (0.2)%				(3,436,753	)
Net Assets – 100.0%			$	1,484,450,108

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 35

Balanced Wealth Strategy—Portfolio of Investments

CONSERVATIVE WEALTH STRATEGY

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
MUTUAL FUNDS – 100.2%
The AllianceBernstein Pooling Portfolios - Fixed Income – 65.3%
Bond Inflation Protection Portfolio		4,386,797	$	49,219,869
Global Core Bond Portfolio		12,268,375		134,952,127
Short Duration Bond Portfolio		14,090,614		134,706,266
				318,878,262
The AllianceBernstein Pooling Portfolios - Equity – 34.9%
International Growth Portfolio		2,741,877		20,673,749
International Value Portfolio		3,188,523		20,374,665
Multi-Asset Real Return Portfolio		844,916		7,325,417
Small-Mid Cap Growth Portfolio		280,575		3,712,009
Small-Mid Cap Value Portfolio		316,665		3,711,314
U.S. Large Cap Growth Portfolio		2,189,038		26,925,172
U.S. Value Portfolio		3,076,165		26,854,922
Volatility Management Portfolio		5,980,143		61,236,662
				170,813,910
Total Investments – 100.2% (cost $457,748,642)				489,692,172
Other assets less liabilities – (0.2)%				(1,151,507	)
Net Assets – 100.0%			$	488,540,665

See notes to financial statements.

36 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Conservative Wealth Strategy —Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

August 31, 2012

	Wealth Appreciation Strategy
Assets
Investments in affiliated Underlying Portfolios, at value (cost $1,512,748,890)	$	1,444,447,720
Receivable for investments sold		2,584,189
Receivable for shares of beneficial interest sold		2,086,136
Total assets		1,449,118,045
Liabilities
Payable for shares of beneficial interest redeemed		5,236,710
Advisory fee payable		798,585
Distribution fee payable		317,403
Transfer Agent fee payable		127,072
Accrued expenses		222,019
Total liabilities		6,701,789
Net Assets	$	1,442,416,256
Composition of Net Assets
Shares of beneficial interest, at par	$	1,242
Additional paid-in capital		1,807,505,292
Undistributed net investment income		12,098,902
Accumulated net realized loss on investment transactions		(308,888,010	)
Net unrealized depreciation on investments		(68,301,170	)
	$	1,442,416,256

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	406,461,384		34,955,267	$	11.63	*
B	$	99,166,673		8,643,387	$	11.47
C	$	141,224,407		12,295,394	$	11.49
Advisor	$	766,969,067		65,874,660	$	11.64
R	$	8,045,176		702,702	$	11.45
K	$	16,615,830		1,436,437	$	11.57
I	$	3,933,719		338,851	$	11.61

* The maximum offering price per share for Class A shares was $12.15 which reflects a sales charge of 4.25%.

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 37

Statement of Assets & Liabilities

	Balanced Wealth Strategy
Assets
Investments in affiliated Underlying Portfolios, at value (cost $1,441,353,721)	$	1,487,886,861
Receivable for shares of beneficial interest sold		3,427,295
Receivable for investments sold		1,507,521
Total assets		1,492,821,677
Liabilities
Payable for shares of beneficial interest redeemed		6,575,393
Advisory fee payable		698,547
Distribution fee payable		670,593
Transfer Agent fee payable		128,600
Accrued expenses		298,436
Total liabilities		8,371,569
Net Assets	$	1,484,450,108
Composition of Net Assets
Shares of beneficial interest, at par	$	1,254
Additional paid-in capital		1,755,404,691
Accumulated net realized loss on investment transactions		(317,488,977	)
Net unrealized appreciation on investments		46,533,140
	$	1,484,450,108

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	790,583,105		66,704,494	$	11.85	*
B	$	230,240,795		19,516,037	$	11.80
C	$	296,426,267		25,086,015	$	11.82
Advisor	$	103,715,866		8,728,646	$	11.88
R	$	20,020,416		1,693,096	$	11.82
K	$	30,538,443		2,582,277	$	11.83
I	$	12,925,216		1,090,569	$	11.85

* The maximum offering price per share for Class A shares was $12.38 which reflects a sales charge of 4.25%.

See notes to financial statements.

38 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Statement of Assets & Liabilities

	Conservative Wealth Strategy
Assets
Investments in affiliated Underlying Portfolios, at value (cost $457,748,642)	$	489,692,172
Receivable for shares of beneficial interest sold		881,986
Receivable for investments sold		560,672
Total assets		491,134,830
Liabilities
Payable for shares of beneficial interest redeemed		1,967,402
Distribution fee payable		242,997
Advisory fee payable		229,351
Transfer Agent fee payable		15,360
Accrued expenses		139,055
Total liabilities		2,594,165
Net Assets	$	488,540,665
Composition of Net Assets
Shares of beneficial interest, at par	$	432
Additional paid-in capital		518,874,006
Distributions in excess of net investment income		(176,152	)
Accumulated net realized loss on investment transactions		(62,101,151	)
Net unrealized appreciation on investments		31,943,530
	$	488,540,665

Net Asset Value Per Share—unlimited shares authorized, $.00001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	255,748,187		22,554,487	$	11.34	*
B	$	76,228,829		6,753,500	$	11.29
C	$	124,846,855		11,061,454	$	11.29
Advisor	$	13,500,996		1,189,259	$	11.35
R	$	8,058,691		708,588	$	11.37
K	$	9,038,787		798,187	$	11.32
I	$	1,118,320		98,675	$	11.33

* The maximum offering price per share for Class A shares was $11.84 which reflects a sales charge of 4.25%.

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 39

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Year Ended August 31, 2012

	Wealth Appreciation Strategy			Balanced Wealth Strategy			Conservative Wealth Strategy
Investment Income
Income distributions from affiliated Underlying Portfolios	$	28,530,104		$	47,604,985		$	16,587,816
Expenses
Advisory fee (see Note B)		9,634,989			8,931,058			2,923,916
Distribution fee – Class A		1,301,520			2,528,473			805,509
Distribution fee – Class B		1,170,814			2,688,217			889,995
Distribution fee – Class C		1,557,421			3,298,509			1,356,696
Distribution fee – Class R		68,033			156,984			64,478
Distribution fee – Class K		40,659			73,884			21,857
Transfer agency – Class A		432,804			930,658			248,675
Transfer agency – Class B		154,216			361,542			106,956
Transfer agency – Class C		172,983			389,520			136,030
Transfer agency – Advisor Class		726,315			112,310			13,773
Transfer agency – Class R		35,377			81,632			33,529
Transfer agency – Class K		30,537			55,396			14,865
Transfer agency – Class I		8,206			22,703			2,229
Printing		215,251			253,980			67,985
Registration fees		101,868			103,292			113,236
Custodian		70,300			66,662			70,296
Trustees’ fees		56,076			56,113			54,690
Legal		38,960			36,457			51,753
Audit		31,398			31,263			34,756
Miscellaneous		40,805			39,897			19,228
Total expenses		15,888,532			20,218,550			7,030,452
Net investment income		12,641,572			27,386,435			9,557,364
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain (loss) on sale of affiliated Underlying Portfolio shares		(75,700,445	)		(39,438,254	)		10,956,553
Net realized gain distributions from affiliated Underlying Portfolios		33,210,915			26,539,580			5,460,502
Net change in unrealized appreciation/depreciation of investments in affiliated Underlying Portfolios		101,136,264			69,455,690			(7,935,268	)
Net gain on investment transactions		58,646,734			56,557,016			8,481,787
Net Increase in Net Assets from Operations	$	71,288,306		$	83,943,451		$	18,039,151

See notes to financial statements.

40 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Wealth Appreciation Strategy
	Year Ended August 31, 2012			Year Ended August 31, 2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	12,641,572		$	26,339,593
Net realized loss on sale of affiliated Underlying Portfolio shares		(75,700,445	)		(40,296,349	)
Net realized gain distributions from affiliated Underlying Portfolios		33,210,915			– 0	–
Net change in unrealized appreciation/depreciation of investments in affiliated Underlying Portfolios		101,136,264			230,511,931
Net increase in net assets from operations		71,288,306			216,555,175
Dividends to Shareholders from
Net investment income
Class A		(7,328,579	)		(5,073,207	)
Class B		(867,442	)		(229,877	)
Class C		(1,146,831	)		(300,094	)
Advisor Class		(14,412,267	)		(8,300,091	)
Class R		(190,898	)		(103,687	)
Class K		(206,904	)		(179,383	)
Class I		(213,663	)		(124,024	)
Transactions in Shares of Beneficial Interest
Net decrease		(150,984,352	)		(168,247,958	)
Total increase (decrease)		(104,062,630	)		33,996,854
Net Assets
Beginning of period		1,546,478,886			1,512,482,032
End of period (including undistributed net investment income of $12,098,902 and $23,823,914, respectively)	$	1,442,416,256		$	1,546,478,886

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 41

Statement of Changes in Net Assets

	Balanced Wealth Strategy
	Year Ended August 31, 2012			Year Ended August 31, 2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	27,386,435		$	50,777,888
Net realized loss on sale of affiliated Underlying Portfolio shares		(39,438,254	)		(58,636,207	)
Net realized gain distributions from affiliated Underlying Portfolios		26,539,580			1,152,002
Net change in unrealized appreciation/depreciation of investments in affiliated Underlying Portfolios		69,455,690			222,990,041
Net increase in net assets from operations		83,943,451			216,283,724
Dividends to Shareholders from
Net investment income
Class A		(19,050,328	)		(26,742,464	)
Class B		(3,954,087	)		(6,609,924	)
Class C		(4,858,221	)		(8,016,904	)
Advisor Class		(2,598,653	)		(2,561,644	)
Class R		(591,204	)		(755,788	)
Class K		(666,451	)		(632,354	)
Class I		(513,275	)		(613,026	)
Tax return of capital
Class A		(1,507,522	)		– 0	–
Class B		(312,901	)		– 0	–
Class C		(384,449	)		– 0	–
Advisor Class		(205,641	)		– 0	–
Class R		(46,784	)		– 0	–
Class K		(52,739	)		– 0	–
Class I		(40,617	)		– 0	–
Transactions in Shares of Beneficial Interest
Net decrease		(363,374,419	)		(333,596,787	)
Total decrease		(314,213,840	)		(163,245,167	)
Net Assets
Beginning of period		1,798,663,948			1,961,909,115
End of period (including undistributed net investment income of $0 and $4,845,784, respectively)	$	1,484,450,108		$	1,798,663,948

See notes to financial statements.

42 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Statement of Changes in Net Assets

	Conservative Wealth Strategy
	Year Ended August 31, 2012			Year Ended August 31, 2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	9,557,364		$	13,338,762
Net realized gain (loss) on sale of affiliated Underlying Portfolio shares		10,956,553			(3,795,094	)
Net realized gain distributions from affiliated Underlying Portfolios		5,460,502			386,298
Net change in unrealized appreciation/depreciation of investments in affiliated Underlying Portfolios		(7,935,268	)		37,481,578
Net increase in net assets from operations		18,039,151			47,411,544
Dividends to Shareholders from
Net investment income
Class A		(6,322,698	)		(7,676,656	)
Class B		(1,334,474	)		(1,875,350	)
Class C		(2,054,641	)		(2,694,808	)
Advisor Class		(394,727	)		(513,792	)
Class R		(260,467	)		(292,079	)
Class K		(202,856	)		(144,089	)
Class I		(51,433	)		(73,758	)
Transactions in Shares of Beneficial Interest
Net decrease		(105,156,637	)		(132,171,224	)
Total decrease		(97,738,782	)		(98,030,212	)
Net Assets
Beginning of period		586,279,447			684,309,659
End of period (including distributions in excess of net investment income of ($176,152) and undistributed net investment income of $68,230, respectively)	$	488,540,665		$	586,279,447

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 43

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

August 31, 2012

NOTE A

Significant Accounting Policies

The AllianceBernstein Portfolios (the “Trust”) was organized as a Massachusetts Business Trust on March 26, 1987 and is registered under the Investment Company Act of 1940 as a diversified, open end management investment company. The Trust operates as a series company currently comprised of seven series: the AllianceBernstein Growth Fund, the Wealth Appreciation Strategy, the Balanced Wealth Strategy, the Conservative Wealth Strategy, the Tax-Managed Wealth Appreciation Strategy, the Tax-Managed Balanced Wealth Strategy and the Tax-Managed Conservative Wealth Strategy. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the Wealth Appreciation Strategy, the Balanced Wealth Strategy and the Conservative Wealth Strategy (the “Strategies”). The Strategies offer Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Strategies to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Mutual Fund, (ii) for purposes of dividend reinvestment, (iii) through the Strategies’ Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The Strategies invest primarily in a combination of portfolios of The AllianceBernstein Pooling Portfolios (the “Underlying Portfolios”) representing a variety of asset classes and investment styles that are managed by AllianceBernstein L.P. (the “Adviser”). The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Strategies.

44 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

1. Security Valuation

Net asset value per share is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m., Eastern Time. Investments in the Underlying Portfolios are valued at their net asset value each business day.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Strategies would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Strategies. Unobservable inputs reflect the Strategies’ own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

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

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

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

The following table summarizes the valuation of the Strategies’ investments by the above fair value hierarchy levels as of August 31, 2012:

Investments in Underlying Portfolios*	Level 1		Level 2			Level 3			Total
Wealth Appreciation Strategy
Mutual Funds	$	1,444,447,720	$	– 0	–	$	– 0	–	$	1,444,447,720
Balanced Wealth Strategy
Mutual Funds		1,487,886,861		– 0	–		– 0	–		1,487,886,861
Conservative Wealth Strategy
Mutual Funds		489,692,172		– 0	–		– 0	–		489,692,172

* There were no transfers between Level 1 and Level 2 during the reporting period.

3. Taxes

It is each Strategy’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 45

Notes to Financial Statements

Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

4. Investment Income and Investment Transactions

Income and capital gain distributions from the Underlying Portfolios, if any, are recorded on the ex-dividend date. Transactions in shares of the Underlying Portfolios are accounted for on the trade date. Investment gains and losses are determined on the identified cost basis.

5. Class Allocations

All income earned and expenses incurred by the Strategies are borne on a pro-rata basis by each settled class of shares, based on the proportionate interest in each Strategy represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Trust are charged to each Strategy in proportion to each Strategy’s respective net assets. Expenses included in the accompanying statement of operations do not include any expenses of the Underlying Portfolios. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

6. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Strategies pay the Adviser at the annual rates as follows:

	Average Daily Net Assets
Strategy	First $2.5 Billion			Next $2.5 Billion			In Excess of $5 Billion
Wealth Appreciation		.65	%		.55	%		.50	%
Balanced Wealth		.55	%		.45	%		.40	%
Conservative Wealth		.55	%		.45	%		.40	%

Such fees are accrued daily and paid monthly.

46 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

The Strategies compensate AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Strategies. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $689,386, $690,916 and $184,192 for the Wealth Appreciation Strategy, Balanced Wealth Strategy and Conservative Wealth Strategy, respectively, for the year ended August 31, 2012.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Strategies’ shares. The Distributor has advised the Strategies that it has retained front-end sales charges from the sale of Class A shares and received contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares for each Strategy for the year ended August 31, 2012 as follows:

	Front-End Sales Charges		Contingent Deferred Sales Charges
Strategy	Class A		Class A		Class B		Class C
Wealth Appreciation	$	26,509	$	11,234	$	42,702	$	9,648
Balanced Wealth		68,951		27,573		100,417		23,126
Conservative Wealth		26,702		6,358		37,216		10,294

NOTE C

Distribution Plans

The Strategies have adopted a Plan for each class of shares of the Strategies pursuant to Rule 12b-1 under the Investment Company Act of 1940 (each a “Plan” and collectively the “Plans”). Under the Plans, the Strategies pay distribution and servicing fees to the Distributor at an annual rate of up to .50% of each Strategies’ average daily net assets attributable to Class A shares, 1% of the Strategies’ average daily net assets attributable to both Class B and Class C shares, .50% of the Strategies’ average daily net assets attributable to Class R shares and .25% of the Strategies’ average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. The Trustees currently limit payments under the Class A plan to .30% of each Strategies’ average daily net assets attributable to Class A shares. The Plans provide that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Strategies are not obligated under the Plans to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plans is to compensate the Distributor for its distribution services with respect to the sale of each Strategies’ shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plans are characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 47

Notes to Financial Statements

In the event that a Plan is terminated or not continued, no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Strategies to the Distributor with respect to the relevant class. The Plans also provide that the Adviser may use its own resources to finance the distribution of each Strategy’s shares.

NOTE D

Investment Transactions

Purchases and sales of investments in the Underlying Portfolios for the year ended August 31, 2012 were as follows:

Strategy	Purchases		Sales
Wealth Appreciation	$	436,256,111	$	565,270,862
Balanced Wealth		548,822,068		893,586,644
Conservative Wealth		111,139,955		211,906,512

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

								Net Unrealized Appreciation (Depreciation)
			Gross Unrealized
Strategy	Cost		Appreciation		(Depreciation)
Wealth Appreciation	$	1,615,232,607	$	95,282,770	$	(266,067,657	)	$	(170,784,887	)
Balanced Wealth		1,488,853,760		113,500,190		(114,467,089	)		(966,899	)
Conservative Wealth		468,576,666		36,460,900		(15,345,394	)		21,115,506

1. Currency Transactions

A Strategy may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis through its investments in an Underlying Portfolio. A Strategy or an Underlying Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. A Strategy or an Underlying Portfolio 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 Strategy or the Underlying Portfolio 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. A Strategy or an Underlying Portfolio 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).

48 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

NOTE E

Shares of Beneficial Interest

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

	Wealth Appreciation Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class A
Shares sold		3,072,417			4,381,127		$	34,781,795		$	52,697,457
Shares issued in reinvestment of dividends		672,332			410,451			7,052,804			4,855,632
Shares converted from Class B		1,408,352			392,016			16,118,968			4,738,753
Shares redeemed		(12,043,244	)		(15,182,301	)		(136,235,954	)		(182,422,715	)
Net decrease		(6,890,143	)		(9,998,707	)	$	(78,282,387	)	$	(120,130,873	)
Class B
Shares sold		173,410			309,066		$	1,924,546		$	3,672,754
Shares issued in reinvestment of dividends		79,501			18,645			826,799			218,145
Shares converted to Class A		(1,425,670	)		(397,951	)		(16,118,968	)		(4,738,753	)
Shares redeemed		(2,383,641	)		(3,091,911	)		(26,707,682	)		(36,535,875	)
Net decrease		(3,556,400	)		(3,162,151	)	$	(40,075,305	)	$	(37,383,729	)
Class C
Shares sold		570,576			1,170,611		$	6,390,734		$	13,945,778
Shares issued in reinvestment of dividends		101,671			23,357			1,058,313			273,739
Shares redeemed		(4,014,499	)		(5,731,200	)		(44,831,374	)		(67,792,409	)
Net decrease		(3,342,252	)		(4,537,232	)	$	(37,382,327	)	$	(53,572,892	)
Advisor Class
Shares sold		16,074,504			18,049,447		$	182,452,981		$	216,598,161
Shares issued in reinvestment of dividends		616,865			388,738			6,464,740			4,598,774
Shares redeemed		(14,334,919	)		(14,359,987	)		(162,021,191	)		(173,203,288	)
Net increase		2,356,450			4,078,198		$	26,896,530		$	47,993,647
Class R
Shares sold		214,825			298,810		$	2,375,002		$	3,518,515
Shares issued in reinvestment of dividends		18,444			8,893			190,898			103,687
Shares redeemed		(1,109,210	)		(520,427	)		(12,405,781	)		(6,079,686	)
Net decrease		(875,941	)		(212,724	)	$	(9,839,881	)	$	(2,457,484	)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 49

Notes to Financial Statements

	Wealth Appreciation Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class K
Shares sold		385,876			459,044		$	4,323,254		$	5,458,616
Shares issued in reinvestment of dividends		19,818			15,266			206,903			179,382
Shares redeemed		(908,256	)		(554,254	)		(9,636,063	)		(6,473,814	)
Net decrease		(502,562	)		(79,944	)	$	(5,105,906	)	$	(835,816	)
Class I
Shares sold		69,979			97,194		$	765,128		$	1,104,970
Shares issued in reinvestment of dividends		20,446			10,510			213,663			124,024
Shares redeemed		(689,238	)		(280,385	)		(8,173,867	)		(3,089,805	)
Net decrease		(598,813	)		(172,681	)	$	(7,195,076	)	$	(1,860,811	)

	Balanced Wealth Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class A
Shares sold		5,234,327			9,646,659		$	60,449,366		$	114,897,788
Shares issued in reinvestment of dividends		1,707,394			2,178,243			19,583,617			25,421,839
Shares converted from Class B		2,710,136			438,659			31,503,006			5,232,316
Shares redeemed		(23,719,572	)		(27,789,213	)		(272,404,595	)		(329,892,806	)
Net decrease		(14,067,715	)		(15,525,652	)	$	(160,868,606	)	$	(184,340,863	)
Class B
Shares sold		296,992			578,160		$	3,408,788		$	6,848,633
Shares issued in reinvestment of dividends		355,989			539,846			4,071,067			6,276,847
Shares converted to Class A		(2,723,783	)		(441,122	)		(31,503,006	)		(5,232,316	)
Shares redeemed		(5,599,768	)		(7,127,765	)		(64,217,592	)		(84,150,290	)
Net decrease		(7,670,570	)		(6,450,881	)	$	(88,240,743	)	$	(76,257,126	)

50 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

	Balanced Wealth Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class C
Shares sold		1,062,669			2,817,057		$	12,228,056		$	33,470,655
Shares issued in reinvestment of dividends		415,889			626,230			4,766,903			7,294,317
Shares redeemed		(9,291,718	)		(11,262,689	)		(106,465,368	)		(133,092,944	)
Net decrease		(7,813,160	)		(7,819,402	)	$	(89,470,409	)	$	(92,327,972	)
Advisor Class
Shares sold		2,109,868			3,430,835		$	24,420,825		$	40,937,825
Shares issued in reinvestment of dividends		174,057			192,553			1,999,976			2,252,513
Shares redeemed		(2,572,883	)		(2,524,376	)		(29,538,579	)		(30,074,663	)
Net increase (decrease)		(288,958	)		1,099,012		$	(3,117,778	)	$	13,115,675
Class R
Shares sold		519,740			1,234,152		$	6,013,795		$	14,562,325
Shares issued in reinvestment of dividends		55,584			64,723			637,988			755,788
Shares redeemed		(1,907,826	)		(632,245	)		(22,106,933	)		(7,570,278	)
Net increase (decrease)		(1,332,502	)		666,630		$	(15,455,150	)	$	7,747,835
Class K
Shares sold		1,255,222			736,451		$	14,225,810		$	8,869,510
Shares issued in reinvestment of dividends		62,665			54,290			719,188			632,332
Shares redeemed		(1,036,577	)		(835,705	)		(11,664,814	)		(9,910,803	)
Net increase (decrease)		281,310			(44,964	)	$	3,280,184		$	(408,961	)
Class I
Shares sold		109,943			114,539		$	1,261,036		$	1,342,062
Shares issued in reinvestment of dividends		48,332			52,378			552,908			611,453
Shares redeemed		(966,223	)		(266,420	)		(11,315,861	)		(3,078,890	)
Net decrease		(807,948	)		(99,503	)	$	(9,501,917	)	$	(1,125,375	)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 51

Notes to Financial Statements

	Conservative Wealth Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class A
Shares sold		3,001,931			3,949,434		$	33,555,940		$	44,529,002
Shares issued in reinvestment of dividends		528,398			633,562			5,893,304			7,061,030
Shares converted from Class B		659,506			155,628			7,396,446			1,764,504
Shares redeemed		(7,846,510	)		(11,019,835	)		(87,425,285	)		(124,180,274	)
Net decrease		(3,656,675	)		(6,281,211	)	$	(40,579,595	)	$	(70,825,738	)
Class B
Shares sold		165,725			295,578		$	1,838,971		$	3,302,424
Shares issued in reinvestment of dividends		113,054			157,802			1,259,082			1,752,558
Shares converted to Class A		(662,661	)		(156,497	)		(7,396,446	)		(1,764,504	)
Shares redeemed		(2,039,379	)		(2,436,114	)		(22,650,254	)		(27,336,443	)
Net decrease		(2,423,261	)		(2,139,231	)	$	(26,948,647	)	$	(24,045,965	)
Class C
Shares sold		712,701			1,234,593		$	7,898,337		$	13,842,492
Shares issued in reinvestment of dividends		164,594			215,171			1,833,080			2,389,755
Shares redeemed		(3,166,739	)		(4,253,679	)		(35,174,222	)		(47,740,304	)
Net decrease		(2,289,444	)		(2,803,915	)	$	(25,442,805	)	$	(31,508,057	)
Advisor Class
Shares sold		180,436			382,756		$	2,009,071		$	4,336,013
Shares issued in reinvestment of dividends		28,776			39,822			320,894			443,774
Shares redeemed		(601,935	)		(1,053,963	)		(6,710,040	)		(11,912,816	)
Net decrease		(392,723	)		(631,385	)	$	(4,380,075	)	$	(7,133,029	)
Class R
Shares sold		216,009			341,710		$	2,405,069		$	3,870,186
Shares issued in reinvestment of dividends		23,240			26,109			260,359			291,948
Shares redeemed		(877,624	)		(400,383	)		(9,851,737	)		(4,506,834	)
Net decrease		(638,375	)		(32,564	)	$	(7,186,309	)	$	(344,700	)

52 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

	Conservative Wealth Strategy
	Shares						Amount
	Year Ended August 31, 2012			Year Ended August 31, 2011			Year Ended August 31, 2012			Year Ended August 31, 2011
Class K
Shares sold		241,721			247,023		$	2,675,626		$	2,785,011
Shares issued in reinvestment of dividends		17,933			11,848			200,110			132,079
Shares redeemed		(150,166	)		(81,718	)		(1,681,997	)		(918,631	)
Net increase		109,488			177,153		$	1,193,739		$	1,998,459
Class I
Shares sold		55,320			44,865		$	620,800		$	500,933
Shares issued in reinvestment of dividends		4,653			6,622			51,433			73,758
Shares redeemed		(218,018	)		(79,850	)		(2,485,178	)		(886,885	)
Net decrease		(158,045	)		(28,363	)	$	(1,812,945	)	$	(312,194	)

NOTE F

Risks Involved in Investing in the Strategies

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

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of an Underlying Portfolio’s investments or reduce the returns of the Underlying Portfolio. For example, the value of the Underlying Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 53

Notes to Financial Statements

relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Underlying Portfolio’s investments denominated in foreign currencies, the Underlying Portfolio’s positions in various foreign currencies may cause the Underlying Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

NOTE G

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Strategies, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Strategies did not utilize the Facility during the year ended August 31, 2012.

NOTE H

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, 2012 and August 31, 2011 were as follows:

Wealth Appreciation Strategy	2012		2011
Distributions paid from:
Ordinary income	$	24,366,584	$	14,310,363
Total taxable distributions		24,366,584		14,310,363
Total distributions paid	$	24,366,584	$	14,310,363
Balanced Wealth Strategy	2012		2011
Distributions paid from:
Ordinary income	$	32,232,219	$	45,932,104
Total taxable distributions		32,232,219		45,932,104
Tax return of capital		2,550,653		– 0	–
Total distributions paid	$	34,782,872	$	45,932,104
Conservative Wealth Strategy	2012		2011
Distributions paid from:
Ordinary income	$	10,621,296	$	13,270,532
Total taxable distributions		10,621,296		13,270,532
Total distributions paid	$	10,621,296	$	13,270,532

54 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

As of August 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Strategy	Undistributed Ordinary Income			Accumulated Capital and Other Losses(a)			Unrealized Appreciation/ (Depreciation)(b)			Total Accumulated Earnings/ (Deficit)
Wealth Appreciation	$	12,098,902		$	(206,404,292	)	$	(170,784,887	)	$	(365,090,277	)
Balanced Wealth		– 0	–		(269,988,933	)		(966,899	)		(270,955,832	)
Conservative Wealth		– 0	–		(51,449,279	)		21,115,506			(30,333,773	)

^(a) During the fiscal year ended August 31, 2012, Conservative Wealth Strategy utilized $17,150,094 of capital loss carryforwards to offset current year net realized gains. At August 31, 2012, Conservative Wealth Strategy elected to defer $176,152 of qualified late-year losses that are deemed to arise on September 1, 2012. Additionally, at August 31, 2012 all three Strategies had capital loss carryforwards for federal income tax purposes.

^(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of August 31, 2012, the Strategies had net capital loss carryforwards which will expire as follows:

Strategy	SHORT-TERM AMOUNT			LONG-TERM AMOUNT		EXPIRATION
Wealth Appreciation	$	21,540,462			n/a	2017
Wealth Appreciation		91,501,019			n/a	2018
Wealth Appreciation		47,886,250			n/a	2019
Wealth Appreciation		398,776		$	45,077,785	No expiration
Balanced Wealth		10,504,401			n/a	2017
Balanced Wealth		140,364,791			n/a	2018
Balanced Wealth		80,057,439			n/a	2019
Balanced Wealth		– 0	–		39,062,302	No expiration
Conservative Wealth		37,632,692			n/a	2018
Conservative Wealth		13,640,435			n/a	2019

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 55

Notes to Financial Statements

During the current fiscal year, certain Strategies had adjustments due to permanent differences. Permanent differences have no effect on net assets. The effect of such permanent differences on each Strategy — primarily due to dividend overdistributions — is reflected as an adjustment to the components of capital as of August 31, 2012 as shown below:

Strategy	Increase (Decrease) to Additional Paid-In Capital			Increase (Decrease) to Undistributed Net Investment Income(Loss)			Increase (Decrease) to Accumulated Net Realized Gain(Loss) on Investments
Wealth Appreciation	$	– 0	–	$	– 0	–		$ – 0	–
Balanced Wealth		(2,550,653	)		2,550,653			– 0	–
Conservative Wealth		(819,550	)		819,550			– 0	–

NOTE I

Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE J

Subsequent Events

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

56 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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

	Wealth Appreciation Strategy
	Class A
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.26			$  10.00			$  9.89			$  13.38			$  16.32
Income From Investment Operations
Net investment income(a)		.10			.19			.09			.12			.36
Net realized and unrealized gain (loss) on investment transactions		.46			1.17			.14			(2.91	)		(2.70	)
Net increase (decrease) in net asset value from operations		.56			1.36			.23			(2.79	)		(2.34	)
Less: Dividends and Distributions
Dividends from net investment income		(.19	)		(.10	)		(.12	)		(.07	)		(.32	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.19	)		(.10	)		(.12	)		(.70	)		(.60	)
Net asset value, end of period		$  11.63			$  11.26			$  10.00			$  9.89			$  13.38
Total Return
Total investment return based on net asset value(b)		5.11	%		13.58	%		2.27	%		(19.63	)%		(14.86	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$406,461			$471,196			$518,314			$569,413			$825,949
Ratio to average net assets of:
Expenses(c)		1.09	%		1.09	%(d)		1.10	%(d)		1.14	%		1.08	%
Net investment income		.88	%		1.60	%(d)		.86	%(d)		1.33	%		2.39	%
Portfolio turnover rate		29	%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 57

Financial Highlights

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

	Wealth Appreciation Strategy
	Class B
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.08			$  9.84			$  9.73			$  13.17			$  16.08
Income From Investment Operations
Net investment income(a)		.02			.10			.01			.05			.25
Net realized and unrealized gain (loss) on investment transactions		.45			1.16			.15			(2.86	)		(2.67	)
Net increase (decrease) in net asset value from operations		.47			1.26			.16			(2.81	)		(2.42	)
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.02	)		(.05	)		– 0	–		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.08	)		(.02	)		(.05	)		(.63	)		(.49	)
Net asset value, end of period		$  11.47			$  11.08			$  9.84			$  9.73			$  13.17
Total Return
Total investment return based on net asset value(b)		4.29	%		12.76	%		1.57	%		(20.24	)%		(15.49	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$99,167			$135,139			$151,107			$184,655			$291,413
Ratio to average net assets of:
Expenses(c)		1.82	%		1.83	%(d)		1.84	%(d)		1.89	%		1.80	%
Net investment income		.21	%		.85	%(d)		.13	%(d)		.60	%		1.70	%
Portfolio turnover rate		29	%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

58 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Wealth Appreciation Strategy
	Class C
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.09			$  9.85			$  9.74			$  13.18			$  16.08
Income From Investment Operations
Net investment income(a)		.02			.10			.02			.05			.25
Net realized and unrealized gain (loss) on investment transactions		.46			1.16			.14			(2.86	)		(2.66	)
Net increase (decrease) in net asset value from operations		.48			1.26			.16			(2.81	)		(2.41	)
Less: Dividends and Distributions
Dividends from net investment income		(.08	)		(.02	)		(.05	)		– 0	–		(.21	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.08	)		(.02	)		(.05	)		(.63	)		(.49	)
Net asset value, end of period		$  11.49			$  11.09			$  9.85			$  9.74			$  13.18
Total Return
Total investment return based on net asset value(b)		4.39	%		12.74	%		1.57	%		(20.23	)%		(15.43	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$141,224			$173,437			$198,641			$236,908			$378,541
Ratio to average net assets of:
Expenses(c)		1.80	%		1.80	%(d)		1.82	%(d)		1.86	%		1.79	%
Net investment income		.19	%		.88	%(d)		.15	%(d)		.63	%		1.70	%
Portfolio turnover rate		29	%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 59

Financial Highlights

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

	Wealth Appreciation Strategy
	Advisor Class
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.29			$  10.02			$  9.91			$  13.44			$  16.39
Income From Investment Operations
Net investment income(a)		.12			.22			.12			.13			.38
Net realized and unrealized gain (loss) on investment transactions		.46			1.19			.14			(2.91	)		(2.69	)
Net increase (decrease) in net asset value from operations		.58			1.41			.26			(2.78	)		(2.31	)
Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.14	)		(.15	)		(.12	)		(.36	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.23	)		(.14	)		(.15	)		(.75	)		(.64	)
Net asset value, end of period		$  11.64			$  11.29			$  10.02			$  9.91			$  13.44
Total Return
Total investment return based on net asset value(b)		5.36	%		13.99	%		2.54	%		(19.39	)%		(14.62	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$766,969			$716,998			$595,665			$529,636			$552,028
Ratio to average net assets of:
Expenses(c)		.79	%		.79	%(d)		.80	%(d)		.84	%		.78	%
Net investment income		1.07	%		1.79	%(d)		1.13	%(d)		1.54	%		2.50	%
Portfolio turnover rate		29	%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

60 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Wealth Appreciation Strategy
	Class R
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.07			$  9.83			$  9.75			$  13.20			$  16.13
Income From Investment Operations
Net investment income(a)		.08			.14			.05			.08			.27
Net realized and unrealized gain (loss) on investment transactions		.44			1.16			.14			(2.85	)		(2.64	)
Net increase (decrease) in net asset value from operations		.52			1.30			.19			(2.77	)		(2.37	)
Less: Dividends and Distributions
Dividends from net investment income		(.14	)		(.06	)		(.11	)		(.05	)		(.28	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.14	)		(.06	)		(.11	)		(.68	)		(.56	)
Net asset value, end of period		$  11.45			$  11.07			$  9.83			$  9.75			$  13.20
Total Return
Total investment return based on net asset value(b)		4.78	%		13.21	%		1.85	%		(19.86	)%		(15.17	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,045			$17,480			$17,617			$16,317			$16,705
Ratio to average net assets of:
Expenses(c)		1.45	%		1.46	%(d)		1.45	%(d)		1.45	%		1.43	%
Net investment income		.69	%		1.17	%(d)		.50	%(d)		.94	%		1.84	%
Portfolio turnover rate		29	%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 61

Financial Highlights

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

	Wealth Appreciation Strategy
	Class K
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.18			$  9.93			$  9.83			$  13.32			$  16.25
Income From Investment Operations
Net investment income(a)		.09			.17			.08			.11			.36
Net realized and unrealized gain (loss) on investment transactions		.46			1.18			.15			(2.89	)		(2.70	)
Net increase (decrease) in net asset value from operations		.55			1.35			.23			(2.78	)		(2.34	)
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.10	)		(.13	)		(.08	)		(.31	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.16	)		(.10	)		(.13	)		(.71	)		(.59	)
Net asset value, end of period		$  11.57			$  11.18			$  9.93			$  9.83			$  13.32
Total Return
Total investment return based on net asset value(b)		5.07	%		13.53	%		2.28	%		(19.66	)%		(14.89	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$16,616			$21,677			$20,044			$16,494			$15,393
Ratio to average net assets of:
Expenses(c)		1.13	%		1.15	%(d)		1.13	%(d)		1.14	%		1.07	%
Net investment income		.83	%		1.45	%(d)		.78	%(d)		1.23	%		2.39	%
Portfolio turnover rate		29	%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

62 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Wealth Appreciation Strategy
	Class I
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.25			$  9.99			$  9.88			$  13.41			$  16.34
Income From Investment Operations
Net investment income(a)		.18			.22			.13			.14			.41
Net realized and unrealized gain (loss) on investment transactions		.41			1.18			.13			(2.91	)		(2.70	)
Net increase (decrease) in net asset value from operations		.59			1.40			.26			(2.77	)		(2.29	)
Less: Dividends and Distributions
Dividends from net investment income		(.23	)		(.14	)		(.15	)		(.13	)		(.36	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.63	)		(.28	)
Total dividends and distributions		(.23	)		(.14	)		(.15	)		(.76	)		(.64	)
Net asset value, end of period		$  11.61			$  11.25			$  9.99			$  9.88			$  13.41
Total Return
Total investment return based on net asset value(b)		5.43	%		13.90	%		2.58	%		(19.38	)%		(14.56	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,934			$10,552			$11,094			$12,584			$17,025
Ratio to average net assets of:
Expenses(c)		.80	%		.82	%(d)		.80	%(d)		.81	%		.74	%
Net investment income		1.53	%		1.82	%(d)		1.18	%(d)		1.61	%		2.72	%
Portfolio turnover rate		29	`%		4	%		4	%		9	%		4	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 63

Financial Highlights

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

	Balanced Wealth Strategy
	Class A
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.47			$  10.61			$  10.14			$  12.04			$  13.94
Income From Investment Operations
Net investment income(a)		.22			.33			.24			.27			.48
Net realized and unrealized gain (loss) on investment transactions		.44			.83			.47			(1.50	)		(1.75	)
Net increase (decrease) in net asset value from operations		.66			1.16			.71			(1.23	)		(1.27	)
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.30	)		(.24	)		(.28	)		(.48	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.02	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.28	)		(.30	)		(.24	)		(.67	)		(.63	)
Net asset value, end of period		$  11.85			$  11.47			$  10.61			$  10.14			$  12.04
Total Return
Total investment return based on net asset value(b)		5.81	%		10.86	%		6.98	%		(9.09	)%		(9.49	)%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$791			$927			$1,022			$1,069			$1,404
Ratio to average net assets of:
Expenses(c)		1.00	%		.99	%(d)		.99	%(d)		1.01	%		.93	%
Net investment income		1.93	%		2.77	%(d)		2.19	%(d)		3.05	%		3.62	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

64 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Balanced Wealth Strategy
	Class B
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.40			$  10.55			$  10.09			$  11.97			$  13.86
Income From Investment Operations
Net investment income(a)		.14			.24			.16			.21			.38
Net realized and unrealized gain (loss) on investment transactions		.43			.82			.46			(1.49	)		(1.73	)
Net increase (decrease) in net asset value from operations		.57			1.06			.62			(1.28	)		(1.35	)
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.21	)		(.16	)		(.21	)		(.39	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.01	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.17	)		(.21	)		(.16	)		(.60	)		(.54	)
Net asset value, end of period		$  11.80			$  11.40			$  10.55			$  10.09			$  11.97
Total Return
Total investment return based on net asset value(b)		5.06	%		10.04	%		6.16	%		(9.69	)%		(10.12	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$230,241			$309,895			$354,756			$405,281			$571,333
Ratio to average net assets of:
Expenses(c)		1.72	%		1.72	%(d)		1.72	%(d)		1.74	%		1.66	%
Net investment income		1.25	%		2.06	%(d)		1.47	%(d)		2.33	%		2.91	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 65

Financial Highlights

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

	Balanced Wealth Strategy
	Class C
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.42			$  10.56			$  10.10			$11.98			$  13.87
Income From Investment Operations
Net investment income(a)		.14			.24			.16			.21			.39
Net realized and unrealized gain (loss) on investment transactions		.43			.83			.46			(1.49	)		(1.74	)
Net increase (decrease) in net asset value from operations		.57			1.07			.62			(1.28	)		(1.35	)
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.21	)		(.16	)		(.21	)		(.39	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.01	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.17	)		(.21	)		(.16	)		(.60	)		(.54	)
Net asset value, end of period		$  11.82			$  11.42			$  10.56			$  10.10			$  11.98
Total Return
Total investment return based on net asset value(b)		5.08	%		10.12	%		6.15	%		(9.69	)%		(10.11	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$296,426			$375,644			$430,059			$472,336			$683,989
Ratio to average net assets of:
Expenses(c)		1.70	%		1.70	%(d)		1.70	%(d)		1.72	%		1.64	%
Net investment income		1.24	%		2.07	%(d)		1.49	%(d)		2.37	%		2.93	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

66 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Balanced Wealth Strategy
	Advisor Class
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.51			$  10.64			$  10.17			$  12.07			$  13.97
Income From Investment Operations
Net investment income(a)		.24			.35			.26			.30			.49
Net realized and unrealized gain (loss) on investment transactions		.45			.85			.48			(1.50	)		(1.72	)
Net increase (decrease) in net asset value from operations		.69			1.20			.74			(1.20	)		(1.23	)
Less: Dividends and Distributions
Dividends from net investment income		(.30	)		(.33	)		(.27	)		(.31	)		(.52	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.02	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.32	)		(.33	)		(.27	)		(.70	)		(.67	)
Net asset value, end of period		$  11.88			$  11.51			$  10.64			$  10.17			$  12.07
Total Return
Total investment return based on net asset value(b)		6.09	%		11.24	%		7.27	%		(8.79	)%		(9.19	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$103,716			$103,772			$84,269			$85,434			$113,428
Ratio to average net assets of:
Expenses(c)		.70	%		.69	%(d)		.69	%(d)		.71	%		.63	%
Net investment income		2.12	%		2.93	%(d)		2.45	%(d)		3.35	%		3.74	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 67

Financial Highlights

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

	Balanced Wealth Strategy
	Class R
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.44			$  10.58			$  10.12			$  12.02			$  13.91
Income From Investment Operations
Net investment income(a)		.18			.25			.19			.23			.38
Net realized and unrealized gain (loss) on investment transactions		.42			.87			.47			(1.49	)		(1.69	)
Net increase (decrease) in net asset value from operations		.60			1.12			.66			(1.26	)		(1.31	)
Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.26	)		(.20	)		(.25	)		(.43	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.02	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.22	)		(.26	)		(.20	)		(.64	)		(.58	)
Net asset value, end of period		$  11.82			$  11.44			$  10.58			$  10.12			$  12.02
Total Return
Total investment return based on net asset value(b)		5.35	%		10.55	%		6.52	%		(9.37	)%		(9.75	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$20,020			$34,602			$24,966			$22,659			$21,129
Ratio to average net assets of:
Expenses(c)		1.35	%		1.35	%(d)		1.35	%(d)		1.33	%		1.31	%
Net investment income		1.56	%		2.08	%(d)		1.80	%(d)		2.59	%		2.99	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

68 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Balanced Wealth Strategy
	Class K
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.45			$  10.60			$  10.13			$  12.03			$  13.92
Income From Investment Operations
Net investment income(a)		.23			.32			.22			.26			.47
Net realized and unrealized gain (loss) on investment transactions		.43			.82			.49			(1.49	)		(1.73	)
Net increase (decrease) in net asset value from operations		.66			1.14			.71			(1.23	)		(1.26	)
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.29	)		(.24	)		(.28	)		(.48	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.02	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.28	)		(.29	)		(.24	)		(.67	)		(.63	)
Net asset value, end of period		$  11.83			$  11.45			$  10.60			$  10.13			$  12.03
Total Return
Total investment return based on net asset value(b)		5.85	%		10.74	%		6.95	%		(9.12	)%		(9.45	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$30,538			$26,355			$24,859			$16,961			$14,144
Ratio to average net assets of:
Expenses(c)		1.02	%		1.04	%(d)		1.03	%(d)		1.03	%		.94	%
Net investment income		1.95	%		2.72	%(d)		2.06	%(d)		2.83	%		3.57	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 69

Financial Highlights

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

	Balanced Wealth Strategy
	Class I
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.48			$  10.62			$  10.15			$  12.04			$  13.94
Income From Investment Operations
Net investment income(a)		.27			.36			.26			.28			.52
Net realized and unrealized gain (loss) on investment transactions		.42			.83			.48			(1.47	)		(1.75	)
Net increase (decrease) in net asset value from operations		.69			1.19			.74			(1.19	)		(1.23	)
Less: Dividends and Distributions
Dividends from net investment income		(.30	)		(.33	)		(.27	)		(.31	)		(.52	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.39	)		(.15	)
Tax return of capital		(.02	)		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.32	)		(.33	)		(.27	)		(.70	)		(.67	)
Net asset value, end of period		$  11.85			$  11.48			$  10.62			$  10.15			$  12.04
Total Return
Total investment return based on net asset value(b)		6.10	%		11.14	%		7.27	%		(8.73	)%		(9.21	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12,925			$21,796			$21,211			$31,728			$28,153
Ratio to average net assets of:
Expenses(c)		.70	%		.71	%(d)		.69	%(d)		.71	%		.63	%
Net investment income		2.34	%		3.00	%(d)		2.49	%(d)		3.18	%		3.94	%
Portfolio turnover rate		34	%		4	%		5	%		9	%		6	%

See footnote summary on page 78.

70 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Conservative Wealth Strategy
	Class A
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.17			$  10.66			$  10.14			$  11.09			$  12.14
Income From Investment Operations
Net investment income(a)		.23			.26			.20			.31			.46
Net realized and unrealized gain (loss) on investment transactions		.20			.51			.53			(.71	)		(.94	)
Net increase (decrease) in net asset value from operations		.43			.77			.73			(.40	)		(.48	)
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.26	)		(.21	)		(.33	)		(.47	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.26	)		(.26	)		(.21	)		(.55	)		(.57	)
Net asset value, end of period		$  11.34			$  11.17			$  10.66			$  10.14			$  11.09
Total Return
Total investment return based on net asset value(b)		3.93	%		7.23	%		7.21	%		(3.01	)%		(4.15	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$255,748			$292,825			$346,347			$354,786			$444,466
Ratio to average net assets of:
Expenses(c)		1.02	%		1.01	%(d)		1.00	%(d)		1.00	%		.96	%
Net investment income		2.08	%		2.34	%(d)		1.87	%(d)		3.35	%		3.88	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 71

Financial Highlights

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

	Conservative Wealth Strategy
	Class B
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.10			$  10.60			$  10.08			$  11.03			$  12.08
Income From Investment Operations
Net investment income(a)		.16			.18			.12			.25			.37
Net realized and unrealized gain (loss) on investment transactions		.19			.50			.53			(.72	)		(.93	)
Net increase (decrease) in net asset value from operations		.35			.68			.65			(.47	)		(.56	)
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.18	)		(.13	)		(.26	)		(.39	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.16	)		(.18	)		(.13	)		(.48	)		(.49	)
Net asset value, end of period		$  11.29			$  11.10			$  10.60			$  10.08			$  11.03
Total Return
Total investment return based on net asset value(b)		3.21	%		6.43	%		6.48	%		(3.75	)%		(4.85	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$76,229			$101,883			$119,926			$138,128			$185,022
Ratio to average net assets of:
Expenses(c)		1.75	%		1.74	%(d)		1.72	%(d)		1.73	%		1.68	%
Net investment income		1.42	%		1.61	%(d)		1.17	%(d)		2.64	%		3.17	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

72 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Conservative Wealth Strategy
	Class C
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.10			$  10.60			$  10.08			$  11.02			$  12.07
Income From Investment Operations
Net investment income(a)		.15			.18			.12			.25			.38
Net realized and unrealized gain (loss) on investment transactions		.21			.50			.53			(.71	)		(.94	)
Net increase (decrease) in net asset value from operations		.36			.68			.65			(.46	)		(.56	)
Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.18	)		(.13	)		(.26	)		(.39	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.00	) (e)		– 0	–		– 0	–
Total dividends and distributions		(.17	)		(.18	)		(.13	)		(.48	)		(.49	)
Net asset value, end of period		$  11.29			$  11.10			$  10.60			$  10.08			$  11.02
Total Return
Total investment return based on net asset value(b)		3.24	%		6.43	%		6.48	%		(3.66	)%		(4.85	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$124,847			$148,245			$171,195			$183,559			$246,147
Ratio to average net assets of:
Expenses(c)		1.73	%		1.72	%(d)		1.71	%(d)		1.71	%		1.67	%
Net investment income		1.39	%		1.63	%(d)		1.17	%(d)		2.65	%		3.23	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 73

Financial Highlights

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

	Conservative Wealth Strategy
	Advisor Class
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.19			$  10.68			$  10.15			$  11.11			$  12.16
Income From Investment Operations
Net investment income(a)		.27			.29			.23			.32			.47
Net realized and unrealized gain (loss) on investment transactions		.19			.51			.54			(.70	)		(.91	)
Net increase (decrease) in net asset value from operations		.46			.80			.77			(.38	)		(.44	)
Less: Dividends and Distributions
Dividends from net investment income		(.30	)		(.29	)		(.23	)		(.36	)		(.51	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.01	)		– 0	–		– 0	–
Total dividends and distributions		(.30	)		(.29	)		(.24	)		(.58	)		(.61	)
Net asset value, end of period		$  11.35			$  11.19			$  10.68			$  10.15			$  11.11
Total Return
Total investment return based on net asset value(b)		4.22	%		7.52	%		7.62	%		(2.79	)%		(3.86	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$13,501			$17,706			$23,631			$29,458			$30,719
Ratio to average net assets of:
Expenses(c)		.72	%		.71	%(d)		.70	%(d)		.70	%		.66	%
Net investment income		2.40	%		2.63	%(d)		2.15	%(d)		3.43	%		4.02	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

74 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Conservative Wealth Strategy
	Class R
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.19			$  10.67			$  10.15			$  11.11			$  12.16
Income From Investment Operations
Net investment income(a)		.22			.21			.16			.26	(f)		.41
Net realized and unrealized gain (loss) on investment transactions		.16			.53			.53			(.70	)		(.93	)
Net increase (decrease) in net asset value from operations		.38			.74			.69			(.44	)		(.52	)
Less: Dividends and Distributions
Dividends from net investment income		(.20	)		(.22	)		(.17	)		(.30	)		(.43	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.20	)		(.22	)		(.17	)		(.52	)		(.53	)
Net asset value, end of period		$  11.37			$  11.19			$  10.67			$  10.15			$  11.11
Total Return
Total investment return based on net asset value(b)		3.46	%		6.93	%		6.83	%		(3.40	)%		(4.52	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,059			$15,068			$14,726			$12,756			$10,045
Ratio to average net assets of:
Expenses(c)		1.39	%		1.39	%(d)		1.37	%(d)		1.35	%		1.34	%
Net investment income		1.94	%		1.86	%(d)		1.49	%(d)		2.77	%(f)		3.53	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 75

Financial Highlights

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

	Conservative Wealth Strategy
	Class K
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.16			$  10.65			$  10.13			$  11.09			$  12.13
Income From Investment Operations
Net investment income(a)		.20			.23			.19			.27			.46
Net realized and unrealized gain (loss) on investment transactions		.22			.53			.53			(.68	)		(.93	)
Net increase (decrease) in net asset value from operations		.42			.76			.72			(.41	)		(.47	)
Less: Dividends and Distributions
Dividends from net investment income		(.26	)		(.25	)		(.20	)		(.33	)		(.47	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.00	)(e)		– 0	–		– 0	–
Total dividends and distributions		(.26	)		(.25	)		(.20	)		(.55	)		(.57	)
Net asset value, end of period		$  11.32			$  11.16			$  10.65			$  10.13			$  11.09
Total Return
Total investment return based on net asset value(b)		3.82	%		7.18	%		7.16	%		(3.05	)%		(4.08	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,039			$7,684			$5,447			$4,730			$1,793
Ratio to average net assets of:
Expenses(c)		1.05	%		1.08	%(d)		1.05	%(d)		1.05	%		.96	%
Net investment income		1.82	%		2.05	%(d)		1.80	%(d)		2.74	%		3.94	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

76 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

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

	Conservative Wealth Strategy
	Class I
	Year Ended August 31,
	2012			2011			2010			2009			2008
Net asset value, beginning of period		$  11.17			$  10.66			$  10.14			$  11.09			$  12.14
Income From Investment Operations
Net investment income(a)		.35			.28			.22			.34			.50
Net realized and unrealized gain (loss) on investment transactions		.11			.52			.54			(.71	)		(.94	)
Net increase (decrease) in net asset value from operations		.46			.80			.76			(.37	)		(.44	)
Less: Dividends and Distributions
Dividends from net investment income		(.30	)		(.29	)		(.23	)		(.36	)		(.51	)
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		(.22	)		(.10	)
Tax return of capital		– 0	–		– 0	–		(.01	)		– 0	–		– 0	–
Total dividends and distributions		(.30	)		(.29	)		(.24	)		(.58	)		(.61	)
Net asset value, end of period		$  11.33			$  11.17			$  10.66			$  10.14			$  11.09
Total Return
Total investment return based on net asset value(b)		4.19	%		7.49	%		7.50	%		(2.72	)%		(3.86	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,118			$2,868			$3,038			$2,728			$2,990
Ratio to average net assets of:
Expenses(c)		.73	%		.74	%(d)		.73	%(d)		.72	%		.64	%
Net investment income		3.04	%		2.45	%(d)		2.12	%(d)		3.64	%		4.22	%
Portfolio turnover rate		21	%		4	%		5	%		13	%		5	%

See footnote summary on page 78.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 77

Financial Highlights

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on strategy distributions or the redemption of strategy shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Expense ratios do not include expenses of the Underlying Portfolios in which the Strategy invests. For the periods shown below, the estimated annualized blended expense ratios of the Underlying Portfolios were as follows:

	Year Ended August 31,
	2012		2011		2010		2009		2008
Wealth Appreciation Strategy		.03%		.03%		.02%		.04%		.04%
Balanced Wealth Strategy		.03%		.03%		.03%		.04%		.04%
Conservative Wealth Strategy		.03%		.03%		.03%		.04%		.04%

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

(e) Amount is less than $.005.

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

See notes to financial statements.

78 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Financial Highlights

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Trustees of The AllianceBernstein Portfolios and Shareholders of AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy and AllianceBernstein Conservative Wealth Strategy

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy and AllianceBernstein Conservative Wealth Strategy (the “Strategies”), each a series of The AllianceBernstein Portfolios, as of August 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Strategies’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the two years in the period ended August 31, 2009, were audited by other auditors whose report dated October 27, 2009 expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Strategies’ internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Strategies’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of August 31, 2012 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy and AllianceBernstein Conservative Wealth Strategy of The AllianceBernstein Portfolios at August 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended in conformity with U.S. generally accepted accounting principles.

New York, New York

October 29, 2012

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 79

Report of Independent Registered Public Accounting Firm

2012 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by each applicable Wealth Strategy during the taxable year ended August 31, 2012. For corporate shareholders, the following percentages of dividends paid by each Wealth Strategy qualify for the dividends received deduction. Additionally, for foreign shareholders the following percentages of dividends paid by each Wealth Strategy may be considered to be qualifying to be taxed as interest-related dividends.

Strategy	Dividends Received Deduction % (corporate shareholders)			% of Qualified Interest Income (foreign shareholders)
Wealth Appreciation		48.87	%		1.60	%
Balanced Wealth		71.39	%		39.40	%
Conservative Wealth		28.52	%		66.36	%

For the taxable year ended August 31, 2012, each Wealth Strategy designates the following amounts as the maximum amount that may be considered qualified dividend income for individual shareholders:

Strategy	Qualified Dividend Income
Wealth Appreciation	$	42,653,450
Balanced Wealth		27,042,476
Conservative Wealth		3,651,286

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2013.

80 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

2012 Federal Tax Information

TRUSTEES

William H. Foulk, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) D. James Guzy(1) Nancy P. Jacklin(1)	Robert M. Keith, President and Chief Executive Officer Garry L. Moody(1) Marshall C. Turner, Jr.(1) Earl D. Weiner(1)
OFFICERS
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Dokyoung Lee(2), Vice President Seth J. Masters(2), Vice President Christopher H. Nikolich(2), Vice President	Patrick J. Rudden(2), Vice President Emilie D. Wrapp, Clerk Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller and Chief Accounting Officer

Custodian and Accounting Agent State Street Bank and Trust Company
One Lincoln Street
Boston, MA 02111   Principal Underwriter AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105   Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672   Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee. Mr. Foulk and Ms. Jacklin are members of the Fair Value Pricing Committee.

(2) The day-to-day management of, and investment decisions for, each Strategy’s portfolio are made by the Adviser’s Multi-Asset Solutions Team. Messrs. Lee, Masters, Nikolich and Rudden are the members of the Adviser’s Multi-Asset Solutions Team primarily responsible for the day-to-day management of each Strategy’s portfolio.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 81

Trustees

MANAGEMENT OF THE FUND

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIPS HELD BY TRUSTEE IN PAST FIVE YEARS
INTERESTED TRUSTEE
Robert M. Keith, † 1345 Avenue of the Americas New York, NY 10105 52 (2010)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the 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, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		100	None

82 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIPS HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES
William H. Foulk, Jr., #, ## Chairman of the Board 80 (1998)	Investment Adviser and an Independent Consultant since prior to 2007. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly 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. He is also active in a number of mutual fund related organizations and committees.		100	None
John H. Dobkin, # 70 (1999)	Independent Consultant since prior to 2007. Formerly, President of Save Venice, Inc. (preservation organization) from 2001–2002; Senior Advisor from June 1999–June 2000 and President of Historic 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, and as Chairman of the Audit Committees of a number of such Funds from 2001–2008.		100	None

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 83

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIPS HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
Michael J. Downey, # 68 (2005)	Private Investor since prior to 2007. Formerly, managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. From 1987 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 and is a director of two other registered investment companies (and Chairman of one of them).		100	Asia Pacific Fund, Inc. and The Merger Fund since prior to 2007 and Prospect Acquisition Corp. (financial services) from 2007 until 2009
D. James Guzy, # 76 (2005)	Chairman of the Board of PLX Technology (semi-conductors) and of SRC Computers Inc., with which he has been associated since prior to 2007. He was a director of Intel Corporation (semi-conductors) from 1969 until 2008, and 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.		100	Cirrus Logic Corporation (semi-conductors) and PLX Technology (semi-conductors) since prior to 2007 and Intel Corporation (semi-conductors) since prior to 2007 until 2008

84 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIPS HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
Nancy P. Jacklin, #, ## 64 (2006)	Professorial Lecturer at the Johns Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary 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.		100	None

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 85

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIPS HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
Garry L. Moody, # 60 (2008)	Independent Consultant. Formerly, Partner, Deloitte & Touche LLP, (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and 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 is also a member of the Governing Council of the Independent Directors Council (IDC), an organization of independent directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committee, of the AllianceBernstein Funds since 2008.		100	None

86 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Management of the Fund

NAME, ADDRESS*, AND AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER RELEVANT QUALIFICATIONS***	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE		OTHER TRUSTEESHIPS HELD BY TRUSTEE IN PAST FIVE YEARS
DISINTERESTED TRUSTEES (continued)
Marshall C. Turner, Jr., # 71 (2005)	Private Investor since prior to 2007. Interim CEO of MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) from November 2008 until March 2009. He was Chairman and 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 extensive experience in venture capital investing including prior service as general partner of three institutional venture capital partnerships, and serves on the boards of a number of education and science-related non-profit organizations. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1992.		100	Xilinx, Inc. (programmable logic semi-conductors) and MEMC Electronic Materials, Inc. (semi-conductor and solar cell substrates) since prior to 2007
Earl D. Weiner, # 73 (2007)	Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. 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.		100	None

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 87

Management of the Fund

* The address for each of the Fund’s disinterested Trustees 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 Fund’s Trustees.

*** The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Fund.

† Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

# Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

## Member of the Fair Value Pricing Committee.

88 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Management of the Fund

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITIONS HELD WITH TRUST	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 52	President and Chief Executive Officer	See biography above.
Philip L. Kirstein 67	Senior Vice President and Independent Compliance Officer	Senior Vice President and Independent Compliance Officer of the AllianceBernstein Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick and Lockhart, LLP from October 2003 to October 2004 and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003.
Dokyoung Lee 46	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Seth J. Masters 53	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Christopher H. Nikolich 43	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Patrick J. Rudden 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2007.
Emilie D. Wrapp 56	Clerk	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2007.
Joseph J. Mantineo 53	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2007.
Phyllis J. Clarke 51	Controller and Chief Accounting Officer	Vice President of ABIS**, with which she has been associated since prior to 2007.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (SAI) has additional information about the Fund’s Trustees and Officers and is available without charge upon request. Contact your financial representative or AllianceBernstein at (800) 227-4618, or visit www.alliancebernstein.com, for a free prospectus or SAI.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 89

Management of the Fund

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

The disinterested trustees (the “trustees”) of The AllianceBernstein Portfolios (the “Trust”) unanimously approved the continuance of the Trust’s Investment Advisory Agreement with the Adviser (the “Advisory Agreement”) in respect of each of the portfolios listed below (each, a “Strategy” and collectively, the “Strategies”) at a meeting held on July 31-August 2, 2012:

• AllianceBernstein Wealth Appreciation Strategy

• AllianceBernstein Balanced Wealth Strategy

• AllianceBernstein Conservative Wealth Strategy (formerly named AllianceBernstein Wealth Preservation Strategy)

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

The trustees noted that instead of investing directly in portfolio securities, each Strategy pursues its investment objective by investing in a combination of the portfolios of The AllianceBernstein Pooling Portfolios (“Pooling”), each of which represents a particular investment style. The trustees also noted that the portfolios of Pooling do not pay advisory fees to the Adviser. In reviewing the advisory fee for each Strategy, the trustees considered that, although the Strategies invest substantially all of their assets in various portfolios of Pooling (and therefore hold very few securities), a portion of the advisory fee was attributable to the advisory services the Adviser provides to such portfolios of Pooling.

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

90 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

each year, at each of which they receive presentations from the Adviser on the investment results of the Strategies and review extensive materials and information presented by the Adviser.

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

Nature, Extent and Quality of Services Provided

The trustees considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Strategies. They also noted the professional experience and qualifications of each Strategy’s portfolio management team and other senior personnel of the Adviser. The trustees also considered that the Advisory Agreement provides that AllianceBernstein Wealth Appreciation Strategy (“Wealth Appreciation Strategy”) will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to Wealth Appreciation Strategy by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, result in a higher rate of total compensation from Wealth Appreciation Strategy to the Adviser than the fee rate stated in the Advisory Agreement. The trustees noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Trust’s Senior Officer. The trustees noted that, to date, the Adviser had not asked them to approve reimbursements for Wealth Appreciation Strategy. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of each Strategy’s other service providers, also were considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to each of the Strategies under the Advisory Agreement.

Costs of Services Provided and Profitability

The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of each Strategy to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Trust’s

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 91

Senior Officer. The trustees reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The trustees noted that the profitability information reflected all revenues and expenses of the Adviser’s relationships with the Strategies and the relevant portfolios of Pooling, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Strategies and such portfolios of Pooling. The trustees recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The trustees focused on the profitability of the Adviser’s relationships with the Strategies before taxes and distribution expenses. The trustees concluded that they were satisfied that the Adviser’s level of profitability from its relationship with each Strategy was not unreasonable.

Fall-Out Benefits

The trustees considered the other benefits to the Adviser and its affiliates from their relationships with the Strategies (and the portfolios of Pooling in which the Strategies invest, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the portfolios of Pooling in which the Strategies invest); 12b-1 fees and sales charges received by the Trust’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Strategies’ shares; transfer agency fees paid by the Strategies to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the portfolios of Pooling in which the Strategies invest to brokers affiliated with the Adviser. The trustees recognized that the Adviser’s profitability would be somewhat lower without these benefits. The trustees understood that the Adviser also might derive reputational and other benefits from its association with the Strategies.

Investment Results

In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed performance information for each Strategy at each regular Board meeting during the year. At the August 2012 meeting, the trustees reviewed information prepared by Lipper showing the performance of the Class A Shares of each Strategy as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with a composite index, in each case for the 1-, 3- and 5-year periods ended May 31, 2012 and (in the case of comparisons with the composite index) the period since inception.

92 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

AllianceBernstein Wealth Appreciation Strategy

The trustees noted that the Strategy (September 2003 inception) was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 2nd quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 5-year period. It outperformed the Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex U.S. (Net) (the Strategy’s secondary benchmark since January 1, 2012) in the 1- and 3-year periods, almost matched that index in the 5-year period and lagged that index in the period since inception. The Strategy lagged the Standard & Poor’s (S&P) 500 Index (the Strategy’s primary benchmark) and its composite index (60% S&P 500 Index/40% MSCI ACWI ex U.S. (Net)) in all periods. The trustees noted that effective January 1, 2012, the Strategy’s secondary benchmark changed to the MSCI ACWI ex U.S. (Net) from the MSCI Europe, Australia Far East (EAFE) Index and its composite index changed to 60% S&P 500 Index/40% MSCI ACWI ex U.S. (Net) from 70% S&P 500 Index/30% MSCI EAFE Index. Based on their review, the trustees concluded that the Strategy’s performance in recent years was acceptable. The trustees determined to continue to monitor the Strategy’s performance closely.

AllianceBernstein Balanced Wealth Strategy

The trustees noted that the Strategy (September 2003 inception) was in the 5th quintile of the Performance Group and the Performance Universe for the 1- and 5-year periods, and in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period. The Strategy matched the Standard & Poor’s (S&P) 500 Index (the Strategy’s primary benchmark) in the 5-year period and outperformed the Barclays Capital (BC) U.S. Aggregate Bond Index (the Strategy’s secondary benchmark) in the 3-year period but lagged those indices in all other periods. It also lagged its composite index (65% S&P 500 Index/35% BC U.S. Aggregate Bond Index) in all periods. The trustees noted the percentage allocation change effective January 1, 2012 to the Strategy’s composite index from the 60% S&P 500 Index/40% BC U.S. Aggregate Bond Index. Based on their review and their discussion with the Adviser of the reasons for the Strategy’s performance, the trustees retained confidence in the Adviser’s ability to manage the Strategy. The trustees determined to continue to monitor the Strategy’s performance closely.

AllianceBernstein Conservative Wealth Strategy

The trustees noted that the Strategy (September 2003 inception) was in the 5th quintile of the Performance Group and the Performance Universe in the 1-, 3- and 5-year periods. The Strategy outperformed the Barclays Capital (BC) U.S. Aggregate Bond Index (the Strategy’s primary benchmark since January 1, 2012) in the 3-year period and the Standard & Poor’s (S&P) 500 Index (the Strategy’s secondary benchmark since January 1, 2012) in the 5-year period but

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 93

lagged those indices in all other periods. The Strategy also lagged its composite index (65% BC U.S. Aggregate Bond Index/35% S&P 500 Index) in all periods. The trustees noted that effective January 1, 2012 the Strategy’s primary benchmark changed to the BC U.S. Aggregate Bond Index from the S&P 500 Index, its secondary benchmark changed to the S&P 500 Index from the BC U.S. Aggregate Bond Index, and its composite benchmark changed to 65% BC U.S. Aggregate Bond Index/35% S&P 500 Index from 70% BC U.S. Aggregate Bond Index/30% S&P 500 Index. Based on their review and their discussion with the Adviser of the reasons for the Strategy’s performance, the trustees retained confidence in the Adviser’s ability to manage the Strategy. The trustees determined to continue to monitor the Strategy’s performance closely.

Advisory Fees and Other Expenses

The trustees considered the advisory fee rate paid by each Strategy to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as such Strategy at a common asset level. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The Adviser informed the trustees that there were no institutional products managed by it which have a substantially similar investment style. The trustees reviewed the relevant advisory fee information from the Adviser’s Form ADV and noted that the Adviser charged institutional clients lower fees for advising comparably sized accounts using strategies that differ from those of the Strategies but which invest in equity and debt securities.

The Adviser reviewed with the trustees the significantly greater scope of the services it provides to the Strategies relative to institutional clients. The Adviser noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Strategies, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The trustees also considered the total expense ratio of the Class A shares of each Strategy in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to a Strategy and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Strategy. In the case of AllianceBernstein Wealth Appreciation Strategy, because of the small number of funds in the Lipper category for the Strategy, Lipper had expanded the Strategy’s Expense Group to include peers that had similar but not the same investment classification/objective. The Expense Universe for such Strategy had

94 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of each Strategy was based on the Strategy’s latest fiscal year. The trustees noted that it was likely that the expense ratios of some of the other funds in each Strategy’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The trustees view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Strategies by others.

AllianceBernstein Wealth Appreciation Strategy

The trustees noted that, at the Strategy’s current size, its contractual effective advisory fee rate of 65 basis points was lower than the Expense Group median. The trustees also noted that the Strategy’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The trustees concluded that the Strategy’s expense ratio was satisfactory.

AllianceBernstein Balanced Wealth Strategy

The trustees noted that, at the Strategy’s current size, its contractual effective advisory fee rate of 55 basis points was lower than the Expense Group median. The trustees noted that the Adviser advises a portfolio of another AllianceBernstein fund with a similar investment style for the same fee schedule as the Strategy. The trustees also noted that the Strategy’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The trustees concluded that the Strategy’s expense ratio was satisfactory.

AllianceBernstein Conservative Wealth Strategy

The trustees noted that, at the Strategy’s current size, its contractual effective advisory fee rate of 55 basis points was lower than the Expense Group median. The trustees also noted that the Strategy’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The trustees concluded that the Strategy’s expense ratio was satisfactory.

Economies of Scale

The trustees noted that the advisory fee schedules for the Strategies contain breakpoints that reduce the fee rates on assets above specified levels. The trustees took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The trustees also had requested and received from the Adviser certain updates on economies of scale at the May 2012 meetings. The trustees believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The trustees noted that there is no established methodology for establishing breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 95

components of it which directly or indirectly affect a fund’s operations. The trustees observed that in the mutual fund industry as a whole, as well as among funds similar to the Strategies, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The trustees also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the trustees concluded that the Strategies’ shareholders would benefit from a sharing of economies of scale in the event a Strategy’s net assets exceed a breakpoint in the future.

96 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

The information on pages 97-257 represent the holdings of the Underlying Portfolios in which the Strategies may invest, including specific breakdowns within Underlying Portfolios. The Portfolio of Investments information has been derived from each fund’s August 31, 2012 audited financial statements which is available upon request.

U.S. VALUE PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,173.2

* All data are as of August 31, 2012. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 97

Portfolio Summary

U.S. LARGE CAP GROWTH PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,172.8

* All data are as of August 31, 2012. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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

98 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

INTERNATIONAL VALUE PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $985.6

* All data are as of August 31, 2012. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 2.2% or less in the following countries: Belgium, Czech Republic, Hong Kong, Italy, Mexico, Norway, Poland, Portugal, South Africa, Sweden, Thailand and Turkey.

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

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 99

Portfolio Summary

INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $998.7

* All data are as of August 31, 2012. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.5% or less in the following countries: Argentina, Cyprus, Denmark, Germany, Indonesia, Italy, Luxembourg, Portugal and Sri Lanka.

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

100 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

SHORT DURATION BOND PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $932.8

* All data are as of August 31, 2012. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 101

Portfolio Summary

GLOBAL CORE BOND PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,124.2

* All data are as of August 31, 2012. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

(Portfolio Summary continued on next page)

102 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

GLOBAL CORE BOND PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,124.2

* All data are as of August 31, 2012. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 0.8% or less in the following countries: Brazil, China, Hong Kong, India, Ireland, Italy, Kazakhstan, Lithuania, Luxembourg, Malaysia, Mexico, Norway, Qatar, Russia, South Korea, Spain, Supranational, Sweden, Switzerland and United Arab Emirates.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 103

Portfolio Summary

BOND INFLATION PROTECTION PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $792.7

INFLATION PROTECTION BREAKDOWN*
U.S. Inflation Protected Exposure	100.1	%
Non-U.S. Inflation Protected Exposure	—
Non Inflation Protected Exposure	(0.1	)
	100.0

SECTOR BREAKDOWN, EXCLUDING TREASURY SECURITIES, TIPS AND INTEREST RATE DERIVATIVES*
Agencies	1.1	%
Asset-Backed Securities	8.3
Bank Loans	0.1
Commercial Mortgage-Backed Securities	4.7
Corporates – Investment Grade	20.4
Corporates – Non-Investment Grade	1.0
Governments – Sovereign Bonds	0.4
Mortgage Pass-Thrus	3.7
Quasi-Sovereigns	1.1
Net Cash Equivalents	1.1

* All data are as of August 31, 2012. The Portfolio’s sector and inflation protection exposure breakdowns are expressed as an approximate percentage of the Portfolio’s total net assets inclusive of derivative exposure, based on the Adviser’s internal classification guidelines.

104 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

HIGH-YIELD PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $397.2

* All data are as of August 31, 2012. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 105

Portfolio Summary

SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $328.7

* All data are as of August 31, 2012. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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

106 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

SMALL-MID CAP GROWTH PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $328.6

* All data are as of August 31, 2012. The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 107

Portfolio Summary

MULTI-ASSET REAL RETURN PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $547.9

* All data are as of August 31, 2012. The Portfolio’s security type breakdown is expressed as an approximate percentage of the Portfolio’s net assets inclusive of derivative exposure, based on the Adviser’s internal classification guidelines. The Portfolio’s country breakdowns is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 0.8% or less in the following countries: Belgium, Germany, Italy, Mexico, Norway, Peru, Sweden, Switzerland, Thailand and Turkey.

108 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Portfolio Summary

VOLATILITY MANAGEMENT PORTFOLIO

PORTFOLIO SUMMARY

August 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,688.3

TEN LARGEST HOLDINGS**

August 31, 2012 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
Vanguard MSCI Emerging Markets ETF	$	51,280,383		3.0	%
iShares MSCI Emerging Markets Index Fund		24,716,547		1.5
Apple, Inc.		16,937,010		1.0
Exxon Mobil Corp.		11,079,243		0.7
Microsoft Corp.		6,253,378		0.4
Simon Property Group, Inc.		6,128,994		0.4
International Business Machines Corp.		6,098,805		0.4
Chevron Corp.		6,011,776		0.3
General Electric Co.		5,954,125		0.3
AT&T, Inc.		5,829,424		0.3
	$	140,289,685		8.3	%

* All data are as of August 31, 2012. The Portfolio’s security type breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

** Long-term investments.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 109

Portfolio Summary

U.S. VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.8%
Financials – 18.7%
Capital Markets – 1.7%
Morgan Stanley(a)		667,400	$	10,011,000
State Street Corp.		239,800		9,975,680
				19,986,680
Commercial Banks – 6.5%
BB&T Corp.		123,100		3,882,574
CIT Group, Inc.(b)		494,200		18,660,992
KeyCorp		182,300		1,536,789
Regions Financial Corp.		403,000		2,804,880
US Bancorp		276,600		9,241,206
Wells Fargo & Co.		1,177,500		40,070,325
				76,196,766
Consumer Finance – 0.3%
Discover Financial Services		90,800		3,516,684
Diversified Financial Services – 6.7%
Bank of America Corp.(a)		1,812,400		14,481,076
Citigroup, Inc.		1,083,300		32,184,843
JPMorgan Chase & Co.		622,900		23,134,506
Leucadia National Corp.		166,900		3,568,322
Moody’s Corp.		150,900		5,975,640
				79,344,387
Insurance – 3.5%
Berkshire Hathaway, Inc.(b)		93,100		7,852,054
Chubb Corp. (The)		72,100		5,327,469
Fidelity National Financial, Inc. – Class A		325,000		6,123,000
Reinsurance Group of America, Inc. – Class A		130,900		7,689,066
Torchmark Corp.		129,500		6,627,810
Travelers Cos., Inc. (The)		74,500		4,823,130
Validus Holdings Ltd.		67,600		2,265,276
				40,707,805
				219,752,322
Health Care – 18.1%
Biotechnology – 1.5%
Gilead Sciences, Inc.(b)		201,500		11,624,535
Vertex Pharmaceuticals, Inc.(b)		106,000		5,652,980
				17,277,515
Health Care Providers & Services – 4.4%
Aetna, Inc.		95,900		3,683,519
Health Net, Inc.(b)		230,800		5,366,100
UnitedHealth Group, Inc.		380,200		20,644,860
WellPoint, Inc.		371,000		22,211,770
				51,906,249

110 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Pharmaceuticals – 12.2%
AstraZeneca PLC (Sponsored ADR)		366,300	$	17,139,177
Johnson & Johnson		590,700		39,830,901
Merck & Co., Inc.		755,500		32,524,275
Pfizer, Inc.		1,969,400		46,989,884
Roche Holding AG (Sponsored ADR)		145,000		6,597,500
				143,081,737
				212,265,501
Consumer Discretionary – 16.2%
Auto Components – 1.6%
Lear Corp.		240,900		9,354,147
Magna International, Inc. – Class A(a)		58,100		2,513,406
TRW Automotive Holdings Corp.(b)		160,100		6,997,971
				18,865,524
Automobiles – 1.8%
Ford Motor Co.		781,400		7,298,276
General Motors Co.(a)(b)		643,600		13,740,860
				21,039,136
Diversified Consumer Services – 0.6%
Apollo Group, Inc. – Class A(b)		270,800		7,270,980
Hotels, Restaurants & Leisure – 1.1%
MGM Resorts International(b)		1,288,800		12,707,568
Household Durables – 1.7%
Newell Rubbermaid, Inc.		558,300		10,010,319
NVR, Inc.(b)		7,400		6,128,532
Pulte Group, Inc.(b)		239,300		3,273,624
				19,412,475
Media – 6.9%
CBS Corp. – Class B		358,800		13,038,792
DIRECTV(b)		188,400		9,813,756
Gannett Co., Inc.		435,400		6,644,204
McGraw-Hill Cos., Inc. (The)		236,100		12,088,320
News Corp. – Class A		569,100		13,311,249
Time Warner Cable, Inc. – Class A		138,800		12,328,216
Viacom, Inc. – Class B		265,700		13,287,657
				80,512,194
Multiline Retail – 1.0%
Macy’s, Inc.		298,400		12,028,504
Specialty Retail – 1.5%
GameStop Corp. – Class A(a)		142,700		2,722,716
Home Depot, Inc. (The)		120,200		6,821,350
Lowe’s Cos., Inc.		246,600		7,023,168
Staples, Inc.		136,700		1,492,764
				18,059,998
				189,896,379

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 111

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Energy – 13.0%
Energy Equipment & Services – 1.8%
Helmerich & Payne, Inc.		198,800	$	9,073,232
Transocean Ltd.		244,700		11,997,641
				21,070,873
Oil, Gas & Consumable Fuels – 11.2%
BP PLC (Sponsored ADR)		427,600		17,984,856
Chevron Corp.		268,500		30,114,960
Exxon Mobil Corp.		816,800		71,306,640
Marathon Oil Corp.		315,300		8,771,646
Valero Energy Corp.		111,900		3,497,994
				131,676,096
				152,746,969
Information Technology – 9.7%
Communications Equipment – 2.1%
Cisco Systems, Inc.		1,315,900		25,107,372
Computers & Peripherals – 2.2%
Dell, Inc.(a)(b)		248,000		2,626,320
Hewlett-Packard Co.		1,340,800		22,632,704
				25,259,024
IT Services – 0.7%
Visa, Inc. – Class A		60,900		7,810,425
Semiconductors & Semiconductor Equipment – 4.6%
Applied Materials, Inc.		1,317,500		15,401,575
Intel Corp.		920,200		22,848,566
Lam Research Corp.(b)		203,600		6,948,868
Micron Technology, Inc.(b)		1,469,100		9,123,111
				54,322,120
Software – 0.1%
CA, Inc.		47,600		1,239,028
				113,737,969
Consumer Staples – 8.5%
Food & Staples Retailing – 2.2%
CVS Caremark Corp.		187,400		8,536,070
Kroger Co. (The)		781,100		17,402,908
				25,938,978
Food Products – 1.1%
Archer-Daniels-Midland Co.		133,100		3,560,425
Tyson Foods, Inc. – Class A		625,300		9,792,198
				13,352,623
Household Products – 2.1%
Procter & Gamble Co. (The)		364,600		24,497,474

112 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Tobacco – 3.1%
Altria Group, Inc.		475,100	$	16,134,396
Lorillard, Inc.		141,800		17,797,318
Philip Morris International, Inc.		27,700		2,473,610
				36,405,324
				100,194,399
Industrials – 6.5%
Aerospace & Defense – 1.1%
General Dynamics Corp.		152,200		9,970,622
Northrop Grumman Corp.		47,900		3,204,031
				13,174,653
Airlines – 0.7%
Delta Air Lines, Inc.(b)		920,200		7,959,730
Building Products – 0.5%
Fortune Brands Home & Security, Inc.(b)		216,885		5,530,568
Industrial Conglomerates – 3.4%
General Electric Co.		1,913,000		39,618,230
Machinery – 0.8%
Cummins, Inc.		104,300		10,128,573
				76,411,754
Utilities – 3.6%
Electric Utilities – 2.3%
Edison International		197,800		8,661,662
Great Plains Energy, Inc.		340,100		7,250,932
NV Energy, Inc.		668,000		11,716,720
				27,629,314
Gas Utilities – 0.9%
Atmos Energy Corp.		223,400		7,805,596
UGI Corp.		77,067		2,349,002
				10,154,598
Multi-Utilities – 0.4%
DTE Energy Co.		28,400		1,658,560
Public Service Enterprise Group, Inc.		81,100		2,567,626
				4,226,186
				42,010,098
Telecommunication Services – 3.3%
Diversified Telecommunication Services – 3.3%
AT&T, Inc.		618,400		22,658,176
CenturyLink, Inc.		376,600		15,915,116
				38,573,292

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 113

U.S. Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Materials – 1.2%
Chemicals – 1.2%
LyondellBasell Industries NV(a)		276,100	$	13,484,724
Total Common Stocks (cost $1,065,601,822)				1,159,073,407
SHORT-TERM INVESTMENTS – 1.1%
Investment Companies – 1.1%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(c) (cost $12,230,426)		12,230,426		12,230,426
Total Investments Before Security Lending Collateral for Securities Loaned – 99.9% (cost $1,077,832,248)				1,171,303,833
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 1.6%
Investment Companies – 1.6%
AllianceBernstein Exchange Reserves – Class I, 0.18%(c) (cost $19,132,325)		19,132,325		19,132,325
Total Investments – 101.5% (cost $1,096,964,573)				1,190,436,158
Other assets less liabilities – (1.5)%				(17,199,684	)
Net Assets – 100.0%			$	1,173,236,474

(a) Represents entire or partial securities out on loan. See Note D for securities lending information.

(b) Non-income producing security.

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

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

114 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

U.S. Value Portfolio—Portfolio of Investments

U.S. LARGE CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 97.2%
Information Technology – 35.6%
Communications Equipment – 2.7%
F5 Networks, Inc.(a)		179,180	$	17,468,258
QUALCOMM, Inc.		223,600		13,742,456
				31,210,714
Computers & Peripherals – 9.6%
Apple, Inc.		153,180		101,901,463
EMC Corp./MA(a)		380,337		9,999,060
				111,900,523
Internet Software & Services – 7.6%
eBay, Inc.(a)		418,323		19,857,793
Google, Inc. – Class A(a)		77,925		53,385,638
LinkedIn Corp.(a)		63,100		6,770,630
Rackspace Hosting, Inc.(a)		154,210		9,249,516
				89,263,577
IT Services – 4.0%
Cognizant Technology Solutions Corp. – Class A(a)		493,270		31,707,396
Visa, Inc. – Class A		118,830		15,239,947
				46,947,343
Semiconductors & Semiconductor Equipment – 1.4%
Broadcom Corp. – Class A(a)		243,956		8,667,757
Xilinx, Inc.		240,030		8,139,417
				16,807,174
Software – 10.3%
ANSYS, Inc.(a)		277,040		19,309,688
Citrix Systems, Inc.(a)		385,180		29,924,634
Intuit, Inc.		275,100		16,104,354
Oracle Corp.		661,110		20,924,132
Red Hat, Inc.(a)		265,210		14,862,368
TIBCO Software, Inc.(a)		672,847		20,131,582
				121,256,758
				417,386,089
Consumer Discretionary – 15.6%
Automobiles – 0.7%
Harley-Davidson, Inc.		184,857		7,756,600
Hotels, Restaurants & Leisure – 3.5%
Chipotle Mexican Grill, Inc. – Class A(a)		62,480		18,034,227
Las Vegas Sands Corp.		213,530		9,051,537
Starbucks Corp.		283,010		14,040,126
				41,125,890
Internet & Catalog Retail – 1.3%
priceline.com, Inc.(a)		24,820		15,005,427

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 115

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

Company	Shares		U.S. $ Value
Media – 5.8%
Comcast Corp. – Class A		638,230	$	21,399,852
Discovery Communications, Inc. – Class A(a)		163,146		8,946,927
Walt Disney Co. (The)		760,570		37,625,398
				67,972,177
Multiline Retail – 0.9%
Dollar General Corp.(a)		214,384		10,948,591
Textiles, Apparel & Luxury Goods – 3.4%
Coach, Inc.		387,220		22,509,098
VF Corp.		117,570		17,950,588
				40,459,686
				183,268,371
Health Care – 14.2%
Biotechnology – 4.0%
Biogen Idec, Inc.(a)		124,311		18,222,749
Celgene Corp.(a)		198,310		14,286,252
Gilead Sciences, Inc.(a)		248,575		14,340,292
				46,849,293
Health Care Equipment & Supplies – 2.6%
IDEXX Laboratories, Inc.(a)		206,180		19,599,471
Intuitive Surgical, Inc.(a)		20,960		10,307,918
				29,907,389
Health Care Providers & Services – 4.6%
McKesson Corp.		157,530		13,722,438
UnitedHealth Group, Inc.		746,506		40,535,276
				54,257,714
Life Sciences Tools & Services – 0.6%
Illumina, Inc.(a)(b)		159,160		6,697,453
Pharmaceuticals – 2.4%
Allergan, Inc./United States		258,590		22,272,357
Perrigo Co.		57,530		6,326,574
				28,598,931
				166,310,780
Industrials – 10.7%
Aerospace & Defense – 3.3%
Boeing Co. (The)		286,900		20,484,660
Precision Castparts Corp.		116,890		18,828,641
				39,313,301
Electrical Equipment – 3.7%
AMETEK, Inc.		303,377		10,408,865
Emerson Electric Co.		324,510		16,459,147

116 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

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

Company	Shares		U.S. $ Value
Rockwell Automation, Inc.		111,104	$	8,006,154
Roper Industries, Inc.		82,700		8,500,733
				43,374,899
Industrial Conglomerates – 2.2%
Danaher Corp.		482,459		25,845,329
Machinery – 1.5%
Dover Corp.		160,590		9,283,708
Flowserve Corp.		63,814		8,146,495
				17,430,203
				125,963,732
Energy – 9.9%
Energy Equipment & Services – 7.9%
FMC Technologies, Inc.(a)		181,530		8,502,865
Halliburton Co.		235,560		7,716,946
National Oilwell Varco, Inc.		232,490		18,320,212
Oceaneering International, Inc.		296,940		15,898,167
Schlumberger Ltd.		579,305		41,930,096
				92,368,286
Oil, Gas & Consumable Fuels – 2.0%
EOG Resources, Inc.		84,715		9,174,635
Noble Energy, Inc.		170,887		15,020,967
				24,195,602
				116,563,888
Consumer Staples – 5.3%
Food Products – 0.9%
Hershey Co. (The)		148,920		10,695,434
Personal Products – 1.2%
Estee Lauder Cos., Inc. (The) – Class A		233,980		14,027,101
Tobacco – 3.2%
Philip Morris International, Inc.		423,245		37,795,779
				62,518,314
Financials – 4.1%
Capital Markets – 1.9%
Affiliated Managers Group, Inc.(a)		103,140		12,131,327
Blackstone Group LP		766,619		10,341,690
				22,473,017
Diversified Financial Services – 2.2%
IntercontinentalExchange, Inc.(a)		183,434		25,075,428
				47,548,445
Materials – 1.8%
Chemicals – 1.4%
Monsanto Co.		185,017		16,116,831

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 117

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

Company	Shares		U.S. $ Value
Metals & Mining – 0.4%
Freeport-McMoRan Copper & Gold, Inc.		127,880	$	4,617,747
				20,734,578
Total Common Stocks (cost $934,742,798)				1,140,294,197
SHORT-TERM INVESTMENTS – 3.1%
Investment Companies – 3.1%
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio, 0.15%(c) (cost $36,691,232)		36,691,232		36,691,232
Total Investments Before Security Lending Collateral for Securities Loaned – 100.3% (cost $971,434,030)				1,176,985,429
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 0.6%
Investment Companies – 0.6%
AllianceBernstein Exchange Reserves – Class I, 0.18%(c) (cost $6,843,880)		6,843,880		6,843,880
Total Investments – 100.9% (cost $978,277,910)				1,183,829,309
Other assets less liabilities – (0.9)%				(10,993,938	)
Net Assets – 100.0%			$	1,172,835,371

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note D for securities lending information.

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

See notes to financial statements.

118 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

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

INTERNATIONAL VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.4%
Financials – 22.0%
Capital Markets – 3.3%
Credit Suisse Group AG(a)		573,010	$	11,041,627
Deutsche Bank AG		199,200		7,061,496
Macquarie Group Ltd.		508,000		14,193,684
				32,296,807
Commercial Banks – 12.8%
Banco do Brasil SA		1,297,200		14,813,092
Banco do Estado do Rio Grande do Sul SA (Preference Shares)		303,400		2,473,654
Banco Santander Brasil SA/Brazil (ADR)(b)		506,690		3,840,710
Bank of Montreal		126,890		7,417,096
HSBC Holdings PLC		1,522,600		13,263,811
KB Financial Group, Inc.		450,822		14,655,076
Komercni Banka AS		17,400		3,383,350
Lloyds Banking Group PLC(a)		14,026,950		7,402,245
Mitsubishi UFJ Financial Group, Inc.		2,819,800		12,889,857
National Australia Bank Ltd.		518,110		13,563,793
Societe Generale SA(a)		520,884		13,731,939
Sumitomo Mitsui Financial Group, Inc.		339,500		10,574,012
Turkiye Vakiflar Bankasi Tao – Class D		3,376,770		7,644,471
Westpac Banking Corp.		40,894		1,050,932
				126,704,038
Diversified Financial Services – 2.4%
ING Groep NV(a)		1,700,390		12,964,160
ORIX Corp.		73,640		6,852,237
Resolution Ltd.		1,090,463		3,744,433
				23,560,830
Insurance – 2.7%
Aegon NV		1,356,641		6,963,824
Allianz SE		64,680		7,081,483
Aviva PLC		982,260		5,090,950
Suncorp Group Ltd.		830,820		7,921,724
				27,057,981
Real Estate Management & Development – 0.8%
Evergrande Real Estate Group Ltd.(b)		9,529,000		3,671,142
New World Development Co., Ltd.(b)		3,136,836		3,920,527
				7,591,669
				217,211,325
Energy – 14.5%
Energy Equipment & Services – 0.9%
Seadrill Ltd.		210,680		8,647,195

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 119

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Oil, Gas & Consumable Fuels – 13.6%
Banpu PCL		180,050	$	2,585,687
BP PLC		4,874,310		34,190,973
China Petroleum & Chemical Corp. – Class H		7,802,000		7,369,881
ENI SpA		410,260		9,052,272
Exxaro Resources Ltd.		154,110		2,736,817
Gazprom OAO (Sponsored ADR)		1,677,110		16,333,374
JX Holdings, Inc.		1,352,100		7,040,088
LUKOIL OAO (London) (Sponsored ADR)		219,770		12,487,331
Petroleo Brasileiro SA (Sponsored ADR)		1,055,730		21,726,923
PTT PCL		440,500		4,639,062
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		453,682		15,870,864
				134,033,272
				142,680,467
Consumer Discretionary – 13.3%
Auto Components – 3.6%
Cie Generale des Etablissements Michelin – Class B		154,192		11,035,641
GKN PLC		2,077,630		7,044,710
Magna International, Inc. – Class A(b)		173,050		7,467,966
NGK Spark Plug Co., Ltd.		209,000		2,265,691
Valeo SA		156,660		7,393,003
				35,207,011
Automobiles – 6.7%
Bayerische Motoren Werke AG		67,710		4,896,552
Dongfeng Motor Group Co., Ltd. – Class H		4,526,000		5,904,338
Honda Motor Co., Ltd.		315,900		10,064,671
Kia Motors Corp.		49,140		3,222,023
Mazda Motor Corp.(a)		4,223,000		5,099,021
Nissan Motor Co., Ltd.		1,639,600		15,376,190
Renault SA		149,130		6,954,889
Volkswagen AG (Preference Shares)		81,890		14,422,617
				65,940,301
Distributors – 0.4%
Imperial Holdings Ltd.		162,480		3,943,128
Household Durables – 0.4%
Sony Corp.		377,000		4,270,320
Leisure Equipment & Products – 0.3%
Namco Bandai Holdings, Inc.		197,500		3,131,630
Media – 0.4%
Fairfax Media Ltd.(b)		3,170,950		1,385,717
Informa PLC		418,700		2,700,295
				4,086,012

120 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Specialty Retail – 1.2%
Mr. Price Group Ltd.		327,240	$	5,295,346
Yamada Denki Co., Ltd.		126,080		6,086,617
				11,381,963
Textiles, Apparel & Luxury Goods – 0.3%
Yue Yuen Industrial Holdings Ltd.		1,049,000		3,051,406
				131,011,771
Materials – 10.1%
Chemicals – 3.4%
Agrium, Inc. (Toronto)		85,250		8,389,655
Air Water, Inc.		165,000		1,927,071
Arkema SA		9,284		789,248
DIC Corp.		1,557,000		2,580,549
Koninklijke DSM NV		261,029		12,253,516
OCI Co., Ltd.(b)		33,890		5,705,901
Ube Industries Ltd./Japan		960,000		2,107,167
				33,753,107
Construction Materials – 0.2%
China Shanshui Cement Group Ltd.		3,239,000		1,704,126
Metals & Mining – 6.5%
Anglo American PLC		339,820		9,436,942
Arrium Ltd.		2,742,721		1,844,179
Dowa Holdings Co., Ltd.		133,000		878,753
Goldcorp, Inc.		129,860		5,331,407
KGHM Polska Miedz SA		184,720		7,234,709
Kinross Gold Corp.		686,250		6,098,453
Rio Tinto PLC		254,170		11,096,866
Vale SA (Sponsored ADR) (Local Preference Shares)		1,365,450		22,011,054
				63,932,363
				99,389,596
Information Technology – 8.7%
Computers & Peripherals – 1.4%
Fujitsu Ltd.		2,255,000		9,221,862
Lite-On Technology Corp.		624,406		758,463
Wistron Corp.		3,809,400		4,279,294
				14,259,619
Electronic Equipment, Instruments & Components – 2.8%
AU Optronics Corp.(a)		20,511,790		6,299,762
Hon Hai Precision Industry Co., Ltd.		1,330,000		3,785,782
LG Display Co., Ltd.(a)		746,170		17,287,622
				27,373,166
Office Electronics – 0.3%
Konica Minolta Holdings, Inc.		385,000		2,868,416

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 121

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Semiconductors & Semiconductor Equipment – 3.8%
Advanced Semiconductor Engineering, Inc.		10,424,579	$	7,847,891
GCL-Poly Energy Holdings Ltd.(b)		28,393,000		4,382,830
Samsung Electronics Co., Ltd.		7,160		7,813,579
SK Hynix, Inc.(a)(b)		469,020		8,811,075
Sumco Corp.(a)		367,700		2,791,179
Tokyo Electron Ltd.		129,400		6,113,245
				37,759,799
Software – 0.4%
Nintendo Co., Ltd.		32,000		3,609,231
				85,870,231
Telecommunication Services – 7.0%
Diversified Telecommunication Services – 4.2%
Nippon Telegraph & Telephone Corp.		452,500		20,981,745
Telecom Italia SpA (ordinary shares)		9,707,700		9,019,403
Telecom Italia SpA (savings shares)		4,931,400		3,899,951
Vivendi SA		367,917		7,200,612
				41,101,711
Wireless Telecommunication Services – 2.8%
America Movil SAB de CV Series L (ADR)		289,640		7,411,887
China Mobile Ltd.		328,000		3,510,820
Vodafone Group PLC		5,995,507		17,290,773
				28,213,480
				69,315,191
Health Care – 6.8%
Pharmaceuticals – 6.8%
AstraZeneca PLC		571,770		26,745,559
GlaxoSmithKline PLC		421,910		9,563,078
Novartis AG		226,660		13,366,273
Roche Holding AG		96,500		17,543,072
				67,217,982
Industrials – 6.5%
Aerospace & Defense – 1.5%
Saab AB		206,600		3,678,444
Safran SA		315,589		11,033,607
				14,712,051
Airlines – 0.2%
Cathay Pacific Airways Ltd.		1,186,000		1,942,400
Building Products – 1.0%
Asahi Glass Co., Ltd.		1,648,000		10,028,916

122 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Commercial Services & Supplies – 0.2%
Downer EDI Ltd.(a)		486,658	$	1,799,879
Construction & Engineering – 1.1%
Bouygues SA		434,310		10,793,289
Electrical Equipment – 1.0%
Sumitomo Electric Industries Ltd.		850,900		9,624,246
Industrial Conglomerates – 0.7%
Jardine Matheson Holdings Ltd.		63,200		3,406,176
Jardine Strategic Holdings Ltd.		93,000		3,093,564
				6,499,740
Machinery – 0.2%
IHI Corp.		1,003,000		2,163,467
Trading Companies & Distributors – 0.6%
Mitsubishi Corp.		326,500		6,045,421
				63,609,409
Consumer Staples – 6.2%
Beverages – 0.7%
Asahi Group Holdings Ltd.		301,500		7,316,694
Food & Staples Retailing – 1.9%
Delhaize Group SA		110,289		4,368,321
George Weston Ltd.		57,070		3,674,596
Koninklijke Ahold NV		848,300		10,491,360
				18,534,277
Food Products – 0.3%
Nestle SA		49,420		3,070,148
Tobacco – 3.3%
British American Tobacco PLC		104,970		5,501,374
Imperial Tobacco Group PLC		243,910		9,516,133
Japan Tobacco, Inc.		455,000		13,796,154
KT&G Corp.		45,890		3,474,232
				32,287,893
				61,209,012
Utilities – 3.3%
Electric Utilities – 1.1%
EDP – Energias de Portugal SA		2,982,950		7,276,716
Electricite de France SA		185,860		3,780,085
				11,056,801
Multi-Utilities – 2.2%
E.ON AG		457,620		10,502,189
National Grid PLC		684,740		7,433,151

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 123

International Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Veolia Environnement SA		335,910	$	3,550,344
				21,485,684
				32,542,485
Total Common Stocks (cost $1,053,435,585)				970,057,469
SHORT-TERM INVESTMENTS – 1.1%
Investment Companies – 1.1%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(c) (cost $11,296,821)		11,296,821		11,296,821
Total Investments Before Security Lending Collateral for Securities Loaned – 99.5% (cost $1,064,732,406)				981,354,290
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 2.7%
Investment Companies – 2.7%
AllianceBernstein Exchange Reserves – Class I, 0.18%(c) (cost $26,420,345)		26,420,345		26,420,345
Total Investments – 102.2% (cost $1,091,152,751)				1,007,774,635
Other assets less liabilities – (2.2)%				(22,129,589	)
Net Assets – 100.0%			$	985,645,046

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		143		September 2012	$	3,851,154	$	4,381,521	$	530,367
Topix Index Futures		38		September 2012		3,381,740		3,526,023		144,283
									$	674,650

124 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

International Value Portfolio—Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale		USD	34,531		GBP	22,047		11/15/12	$	468,169
Credit Suisse London Branch (GFX)		USD	17,587		AUD	16,926		11/15/12		(214,399)
Credit Suisse London Branch (GFX)		USD	19,564		NOK	119,384		11/15/12		980,831
Goldman Sachs Capital Markets LP		GBP	10,742		USD	17,045		11/15/12		(7,638	)
Goldman Sachs International		EUR	6,714		USD	8,205		11/15/12		(247,298	)
HSBC Bank USA		EUR	4,857		USD	5,977		11/15/12		(136,886	)
HSBC Bank USA		USD	36,770		EUR	29,289		11/15/12		100,263
Royal Bank of Canada		CAD	28,143		USD	28,248		11/15/12		(257,406	)
Royal Bank of Canada		USD	8,647		CAD	8,593		11/15/12		56,967
Royal Bank of Scotland PLC		JPY	1,599,681		USD	20,381		11/15/12		(63,029	)
Standard Chartered Bank		JPY	3,057,431		USD	38,703		11/15/12		(371,031	)
State Street Bank & Trust Co.		EUR	117,612		USD	145,414		11/15/12		(2,640,180)
State Street Bank & Trust Co.		USD	4,434		EUR	3,510		11/15/12		(15,556	)
UBS AG		USD	26,061		NOK	153,846		11/15/12		414,547
UBS AG		USD	48,560		SEK	326,157		11/15/12		558,344
Westpac Banking Corp.		USD	21,270		AUD	20,948		11/15/12		230,892
									$	(1,143,410	)

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note D for securities lending information.

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

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 125

International Value Portfolio—Portfolio of Investments

INTERNATIONAL GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 99.1%
Financials – 27.4%
Capital Markets – 2.0%
UBS AG		1,800,393	$	20,087,696
Commercial Banks – 10.2%
Banco Bilbao Vizcaya Argentaria SA		1,562,300		11,884,014
Banco Santander Brasil SA/Brazil (ADR)(a)		1,549,700		11,746,726
Banco Santander SA		1,777,599		12,649,103
BNP Paribas SA		276,559		11,969,507
HDFC Bank Ltd.		1,054,820		11,288,815
HSBC Holdings PLC		2,407,350		20,971,125
Intesa Sanpaolo SpA		6,458,160		10,120,277
Itau Unibanco Holding SA (ADR)		576,180		9,109,406
Sberbank of Russia (Sponsored ADR)		218,223		2,518,293
				102,257,266
Consumer Finance – 1.4%
Shriram Transport Finance Co., Ltd.		1,257,880		14,401,283
Diversified Financial Services – 1.1%
IG Group Holdings PLC		1,622,120		11,082,124
Insurance – 8.8%
Admiral Group PLC(a)		1,152,831		21,691,472
AIA Group Ltd.		8,539,600		29,514,526
Lancashire Holdings Ltd.		1,294,612		16,458,897
Prudential PLC		1,586,240		19,815,054
				87,479,949
Real Estate Management & Development – 2.9%
Daito Trust Construction Co., Ltd.		57,300		5,610,532
Hang Lung Properties Ltd.		6,838,000		23,384,887
				28,995,419
Thrifts & Mortgage Finance – 1.0%
Housing Development Finance Corp.		716,810		9,436,250
				273,739,987
Consumer Discretionary – 21.0%
Auto Components – 0.1%
Bharat Forge Ltd.		185,690		933,032
Distributors – 2.8%
Li & Fung Ltd.		17,224,000		28,052,143
Diversified Consumer Services – 2.5%
Anhanguera Educacional Participacoes SA		634,500		9,442,950
Estacio Participacoes SA		984,100		15,271,270
				24,714,220

126 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Hotels, Restaurants & Leisure – 3.9%
Ajisen China Holdings Ltd.(a)		11,220,800	$	6,950,841
Sands China Ltd.		7,765,600		27,649,942
Sodexo		59,726		4,718,627
				39,319,410
Household Durables – 1.4%
MRV Engenharia e Participacoes SA		2,349,300		13,633,555
Media – 1.4%
Focus Media Holding Ltd. (ADR)(a)		590,070		14,191,183
Multiline Retail – 1.4%
Golden Eagle Retail Group Ltd.(a)		7,444,000		13,765,839
Specialty Retail – 5.6%
Belle International Holdings Ltd.		9,959,000		18,015,228
Indomobil Sukses Internasional TBK PT		3,242,000		1,940,609
L’Occitane International SA(a)		2,414,250		6,177,145
Nitori Holdings Co., Ltd.		134,150		13,451,810
Yamada Denki Co., Ltd.		338,460		16,339,440
				55,924,232
Textiles, Apparel & Luxury Goods – 1.9%
Cie Financiere Richemont SA		159,830		9,778,066
LVMH Moet Hennessy Louis Vuitton SA		15,480		2,522,253
Trinity Ltd.		9,862,000		6,495,172
				18,795,491
				209,329,105
Industrials – 16.8%
Air Freight & Logistics – 2.0%
Kuehne & Nagel International AG		177,862		20,214,699
Commercial Services & Supplies – 1.4%
Edenred		161,821		4,317,588
Serco Group PLC		1,098,230		9,814,521
				14,132,109
Construction & Engineering – 0.9%
Larsen & Toubro Ltd.		250,480		6,066,852
Samsung Engineering Co., Ltd.		14,500		2,472,283
				8,539,135
Industrial Conglomerates – 1.4%
Keppel Corp., Ltd.		1,551,000		13,944,631
Professional Services – 10.1%
Bureau Veritas SA(a)		197,260		18,179,497
Capita PLC		3,248,537		37,224,573
Hays PLC		7,819,368		8,536,751

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 127

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Intertek Group PLC		776,819	$	34,720,628
SGS SA		929		1,871,589
				100,533,038
Road & Rail – 1.0%
DSV A/S		115,187		2,500,751
Globaltrans Investment PLC (Sponsored GDR)(b)		402,760		7,571,888
				10,072,639
				167,436,251
Consumer Staples – 11.8%
Food & Staples Retailing – 4.9%
Jeronimo Martins SGPS SA		886,677		14,825,449
Magnit OJSC (Sponsored GDR)(b)		187,890		5,983,375
Olam International Ltd.(a)		18,212,370		28,164,112
				48,972,936
Food Products – 1.0%
Unilever PLC		280,373		10,076,645
Household Products – 1.1%
Henkel AG & Co. KGaA		10,977		680,903
Reckitt Benckiser Group PLC		172,293		9,743,626
				10,424,529
Tobacco – 4.8%
British American Tobacco PLC		726,344		38,066,970
KT&G Corp.		135,409		10,251,522
				48,318,492
				117,792,602
Energy – 10.9%
Energy Equipment & Services – 2.4%
AMEC PLC		585,361		10,293,563
Saipem SpA		109,550		5,187,723
Technip SA		87,020		9,144,347
				24,625,633
Oil, Gas & Consumable Fuels – 8.5%
Afren PLC(c)		2,152,764		4,394,410
BG Group PLC		969,460		19,825,742
NovaTek OAO (Sponsored GDR)(b)		140,170		16,710,720
Suncor Energy, Inc. (New York)(a)		742,370		23,221,333
Total SA		413,650		20,623,222
				84,775,427
				109,401,060
Information Technology – 8.0%
Internet Software & Services – 2.9%
Baidu, Inc. (Sponsored ADR)(c)		149,640		16,675,882

128 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
MercadoLibre, Inc.		28,920	$	2,301,454
Telecity Group PLC		733,919		10,135,101
				29,112,437
IT Services – 1.6%
Tata Consultancy Services Ltd.		629,678		15,205,037
Semiconductors & Semiconductor Equipment – 3.5%
Samsung Electronics Co., Ltd. (Preference Shares)		54,487		35,157,057
				79,474,531
Utilities – 1.2%
Independent Power Producers & Energy Traders – 1.2%
APR Energy PLC(a)		994,581		12,239,160
Materials – 1.0%
Chemicals – 1.0%
Filtrona PLC		1,242,017		10,539,184
Health Care – 1.0%
Health Care Providers & Services – 0.3%
Odontoprev SA		490,900		2,660,180
Life Sciences Tools & Services – 0.4%
Eurofins Scientific		32,625		4,240,721
Pharmaceuticals – 0.3%
Lupin Ltd.		248,500		2,661,427
				9,562,328
Total Common Stocks (cost $1,005,186,410)				989,514,208
	Contracts
OPTIONS PURCHASED - PUTS – 0.2%
Options on Equity Indices – 0.2%
STOXX Europe Mid 200 Index Expiration: Dec 2012, Exercise Price: EUR 230.00(c)(d) (cost $7,385,295)		350,000		1,452,759
	Shares
WARRANTS – 0.1%
Industrials – 0.1%
Industrial Conglomerates – 0.1%
John Keells Holdings PLC, Deutsche Bank AG London, expiring 7/05/19(c) (cost $1,464,275)		923,120		1,379,326

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 129

International Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.2%
Investment Companies – 0.2%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(e) (cost $2,418,529)		2,418,529	$	2,418,529
Total Investments Before Security Lending Collateral for Securities Loaned – 99.6% (cost $1,016,454,509)				994,764,822
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 10.0%
Investment Companies – 10.0%
AllianceBernstein Exchange Reserves – Class I, 0.18%(e) (cost $100,018,471)		100,018,471		100,018,471
Total Investments – 109.6% (cost $1,116,472,980)				1,094,783,293
Other assets less liabilities – (9.6)%				(96,041,395	)
Net Assets – 100.0%			$	998,741,898

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale		USD	31,093		EUR	24,929		9/14/12	$	265,093
Barclays Bank PLC Wholesale		USD	15,147		JPY	1,201,227		12/14/12		209,901
BNP Paribas SA		USD	19,581		CHF	18,757		9/14/12		68,698
Citibank NA		USD	33,878		JPY	2,652,199		9/14/12		(1,164	)
Citibank NA		USD	4,905		SGD	6,246		9/14/12		105,885
Credit Suisse London Branch (GFX)		AUD	8,392		USD	8,083		9/14/12		(579,778	)
Credit Suisse London Branch (GFX)		CHF	7,181		USD	7,326		9/14/12		(197,242	)
Deutsche Bank AG London		GBP	10,753		USD	16,545		9/14/12		(529,014	)
Goldman Sachs International		GBP	46,228		USD	71,924		9/14/12		(1,476,940)
Goldman Sachs International		USD	56,587		JPY	4,455,416		9/14/12		321,868
HSBC BankUSA		EUR	26,491		USD	33,491		9/14/12		167,675
HSBC BankUSA		GBP	11,515		USD	18,174		9/14/12		(109,474	)
HSBC BankUSA		HKD	758,294		USD	97,761		9/14/12		(9,748	)
HSBC BankUSA		USD	6,943		NOK	42,116		9/14/12		321,466
HSBC BankUSA		USD	6,879		SGD	8,828		9/14/12		202,842
JPMorgan Chase Bank, NA		GBP	4,690		USD	7,394		12/14/12		(51,196	)
Royal Bank of Canada		EUR	4,989		USD	6,230		9/14/12		(45,993	)
Royal Bank of Canada		USD	28,376		CAD	29,303		9/14/12		1,344,242
Royal Bank of Scotland PLC		USD	21,642		AUD	20,822		12/14/12		(322,191	)
Standard Chartered Bank		USD	9,464		BRL	19,254		10/02/12		(21,257	)
State Street Bank and Trust Co.		INR	434,048		USD	7,647		9/14/12		(151,694	)

130 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

International Growth Portfolio—Portfolio of Investments

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank and Trust Co.		BRL	19,254		USD	9,126		10/02/12	$	(316,078	)
UBS AG		EUR	10,449		USD	12,931		9/14/12		(213,096	)
UBS AG		USD	5,411		AUD	5,163		9/14/12		(81,488	)
Westpac Banking Corp		USD	3,286		AUD	3,229		9/14/12		47,295
									$	(1,051,388)

CALL OPTIONS WRITTEN (see Note C)

Description	Contracts		Exercise Price			Expiration Month		U.S. $ Value
STOXX Europe Mid 200 Index (d)		350,000		EUR	190.00		December 2012	$	(176,092)
(premium received $2,625,105)

(a) Represents entire or partial securities out on loan. See Note D for securities lending information.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $30,265,983 or 3.0% of net assets.

(c) Non-income producing security.

(d) One contract relates to 50 shares.

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

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

INR – Indian Rupee

JPY – Japanese Yen

NOK – Norwegian Krone

SGD – Singapore Dollar

Glossary:

ADR – American Depositary Receipt

GDR – Global Depositary Receipt

OJSC – Open Joint Stock Company

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 131

International Growth Portfolio—Portfolio of Investments

SHORT DURATION BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

		Principal Amount (000)		U.S. $ Value
MORTGAGE PASS-THROUGHS – 36.9%
Agency ARMs – 14.6%
Federal Home Loan Mortgage Corp. 2.024%, 8/01/42(a)	U.S.$		9,484	$	9,823,206
2.488%, 7/01/42(a)			12,327		12,904,084
3.002%, 6/01/37(a)			9,602		10,351,402
Series 2005 2.896%, 5/01/35(a)			3,182		3,413,851
Federal National Mortgage Association 2.138%, 8/01/42(a)			8,294		8,595,825
2.26%, 8/01/42(a)			6,690		6,949,632
2.386%, 6/01/42(a)			6,060		6,309,805
2.397%, 1/01/36(a)			1,651		1,769,764
2.451%, 5/01/42(a)			10,561		11,008,296
2.497%, 6/01/42(b)			9,835		10,257,466
2.655%, 8/01/42(a)			12,375		12,977,253
2.666%, 8/01/42(a)			12,444		13,050,597
2.726%, 6/01/42(a)			14,632		15,351,860
Series 2003 2.78%, 12/01/33(a)			814		870,699
Series 2005 2.317%, 2/01/35(b)			4,257		4,538,503
2.998%, 10/01/35(a)			2,502		2,694,419
Series 2006 3.092%, 7/01/36(a)			2,012		2,160,122
Series 2007 2.151%, 1/01/37(b)			1,030		1,091,438
Series 2009 2.739%, 7/01/38(a)			1,838		1,972,507
					136,090,729
Agency Fixed Rate 15-Year – 13.9%
Federal Home Loan Mortgage Corp. Gold 3.50%, 7/01/27			8,751		9,365,609
4.50%, 6/01/25			8,438		9,075,619
5.00%, 7/01/25			3,709		4,017,295
Series 2011 3.50%, 6/01/26			11,033		11,680,406
Federal National Mortgage Association 3.00%, TBA			27,480		28,987,108
3.50%, 3/01/26-9/01/26			42,584		45,310,009
Series 1998 6.00%, 10/01/13-12/01/13			3		3,338
Series 2001 6.00%, 11/01/16			54		58,103
Series 2002 6.00%, 12/01/17			49		53,070

132 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Short Duration Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Series 2005 6.00%, 6/01/17-6/01/20	U.S.$		95	$	99,900
Series 2006 6.00%, 5/01/21-1/01/22			1,863		2,050,162
Series 2007 6.00%, 2/01/22			546		603,553
Series 2012 3.00%, 3/01/27-8/01/27			17,552		18,608,688
					129,912,860
Agency Fixed Rate 30-Year – 8.4%
Federal Home Loan Mortgage Corp. Gold Series 2007 6.00%, 7/01/37-9/01/37			1,223		1,344,644
Series 2009 5.50%, 10/01/39			4,827		5,283,968
Federal National Mortgage Association 4.50%, 8/01/39-4/01/41			8,469		9,432,396
5.50%, 5/01/39			4,132		4,533,328
6.00%, 2/01/37-10/01/38			22,989		25,372,856
Series 2008 5.50%, 6/01/38			9,485		10,406,176
6.00%, 5/01/38-8/01/38			17,459		19,276,153
Series 2010 6.00%, 4/01/40			2,145		2,367,321
					78,016,842
Total Mortgage Pass-Throughs (cost $340,618,673)					344,020,431
GOVERNMENTS - TREASURIES – 32.9%
Canada – 2.0%
Canadian Government Bond 0.75%, 5/01/14	CAD		18,610		18,754,424
United States – 30.9%
U.S. Treasury Notes 0.25%, 2/28/14-4/30/14	U.S.$		45,625		45,645,813
0.625%, 4/30/13			33,270		33,370,076
0.875%, 4/30/17			5,890		5,978,350
1.00%, 8/31/16-10/31/16			25,764		26,336,470
1.375%, 11/15/12			131,466		131,789,538
2.875%, 1/31/13			44,685		45,178,993
					288,299,240
Total Governments - Treasuries (cost $306,023,692)					307,053,664

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 133

Short Duration Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
ASSET-BACKED SECURITIES – 15.3%
Autos - Fixed Rate – 5.8%
Ally Auto Receivables Trust Series 2010-1, Class B 3.29%, 3/15/15(c)	U.S.$		5,740	$	5,945,928
Series 2012-A, Class C 2.40%, 11/15/17(c)			2,415		2,481,672
AmeriCredit Automobile Receivables Trust Series 2012-2, Class A3 1.05%, 10/11/16			3,560		3,591,097
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19(c)			1,730		1,761,590
Bank of America Auto Trust Series 2009-2A, Class A4 3.03%, 10/15/16(c)			5,298		5,341,414
Series 2012-1, Class A4 1.03%, 12/15/16			1,650		1,666,912
Series 2012-1, Class C 2.09%, 7/17/17			2,960		3,005,022
BMW Vehicle Lease Trust Series 2011-1, Class A2 0.64%, 4/22/13			88		87,957
Chrysler Financial Auto Securitization Trust Series 2009-A, Class A3 2.82%, 1/15/16			136		136,498
Ford Auto Securitization Trust Series 2011-R3A, Class A1 1.708%, 8/15/13(c)	CAD		610		626,853
Hyundai Auto Lease Securitization Trust Series 2011-A, Class A2 0.69%, 11/15/13(c)	U.S.$		944		943,868
Mercedes-Benz Auto Lease Trust Series 2011-B, Class A2 0.90%, 1/15/14(c)			2,471		2,474,527
Mercedes-Benz Auto Receivables Trust Series 2009-1, Class A4 2.43%, 3/15/16			7,560		7,632,425
Navistar Financial Corp. Owner Trust Series 2012-A, Class A2 0.85%, 3/18/15(c)			2,873		2,875,787
Nissan Auto Lease Trust Series 2012-A, Class A2A 0.68%, 7/15/14			2,155		2,163,303
Nissan Auto Receivables Owner Trust Series 2010-A, Class A3 0.87%, 7/15/14			2,339		2,344,246

134 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Short Duration Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Porsche Innovative Lease Owner Trust Series 2011-1, Class A2 0.92%, 2/20/14(c)	U.S.$		2,523	$	2,525,592
Santander Drive Auto Receivables Trust Series 2012-3, Class A2 0.83%, 4/15/15			3,475		3,484,713
SMART Trust/Australia Series 2011-2USA, Class A2A 1.22%, 11/14/13(c)			2,243		2,246,319
World Omni Automobile Lease Securitization Trust Series 2012-A, Class A3 0.93%, 11/16/15			2,852		2,862,883
					54,198,606
Autos - Floating Rate – 2.9%
BMW Floorplan Master Owner Trust Series 2009-1A, Class A 1.39%, 9/15/14(b)(c)			4,360		4,362,180
Ford Credit Floorplan Master Owner Trust Series 2010-1, Class A 1.89%, 12/15/14(b)(c)			6,070		6,096,955
Series 2010-3, Class A2 1.94%, 2/15/17(b)(c)			3,025		3,116,433
Series 2012-1, Class A 0.71%, 1/15/16(b)			4,546		4,560,548
GE Dealer Floorplan Master Note Trust Series 2009-2A, Class A 1.79%, 10/20/14(b)(c)			5,438		5,449,333
Hyundai Floorplan Master Owner Trust Series 2009-1A, Class A 1.49%, 11/17/14(b)(c)			3,765		3,773,436
					27,358,885
Credit Cards - Floating Rate – 2.7%
Capital One Multi-Asset Execution Trust Series 2006-A12, Class A 0.30%, 7/15/16(b)			6,000		5,994,300
Chase Issuance Trust Series 2011-A3, Class A3 0.36%, 12/15/15(b)			5,010		5,014,298
Discover Card Master Trust Series 2010-A1, Class A1 0.89%, 9/15/15(b)			7,206		7,226,768
Gracechurch Card Funding PLC Series 2012-1A, Class A2 0.935%, 2/15/17(b)(c)	EUR		2,140		2,704,606

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		Principal Amount (000)		U.S. $ Value
Penarth Master Issuer PLC Series 2010-2A, Class A2 0.987%, 12/18/14(b)(c)	U.S.$		2,010	$	2,013,053
Series 2012-1A, Class A1 0.807%, 3/18/14(b)(c)			2,796		2,797,723
					25,750,748
Credit Cards - Fixed Rate – 2.1%
American Express Credit Account Master Trust Series 2012-2, Class A 0.68%, 3/15/18			4,975		4,975,114
Discover Card Master Trust Series 2012-A1, Class A1 0.81%, 8/15/17			1,322		1,332,806
Series 2012-A3, Class A3 0.86%, 11/15/17			1,621		1,634,894
GE Capital Credit Card Master Note Trust Series 2012-1, Class A 1.03%, 1/15/18			5,170		5,220,475
Series 2012-6, Class A 1.36%, 8/17/20			4,670		4,684,594
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			1,540		1,548,248
					19,396,131
Other ABS - Fixed Rate – 1.2%
CIT Canada Equipment Receivables Trust Series 2012-1A, Class A1 1.705%, 7/22/13(c)	CAD		1,059		1,074,452
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15	U.S.$		3,051		3,061,854
GE Equipment Small Ticket LLC Series 2011-1A, Class A2 0.88%, 8/21/13(c)			881		881,020
GE Equipment Transportation LLC Series 2012-1, Class A3 0.99%, 11/23/15			4,980		5,014,745
John Deere Owner Trust Series 2011-A, Class A2 0.64%, 6/16/14			802		802,359
					10,834,430

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		Principal Amount (000)		U.S. $ Value
Other ABS - Floating Rate – 0.4%
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.727%, 6/20/17(b)	U.S.$		3,880	$	3,899,734
Home Equity Loans - Fixed Rate – 0.1%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			890		847,312
Nationstar NIM Trust Series 2007-A, Class A 9.79%, 3/25/37(d)(e)			35		– 0	–
					847,312
Home Equity Loans - Floating Rate – 0.1%
HSBC Home Equity Loan Trust Series 2006-1, Class M1 0.517%, 1/20/36(b)			885		800,944
Total Asset-Backed Securities (cost $142,830,512)					143,086,790
CORPORATES - INVESTMENT GRADES – 7.7%
Industrial – 6.8%
Capital Goods – 1.1%
Caterpillar Financial Services Corp. 1.375%, 5/20/14			4,990		5,061,656
Eaton Corp. 0.798%, 6/16/14(b)			2,469		2,474,548
General Dynamics Corp. 5.25%, 2/01/14			2,750		2,933,238
					10,469,442
Communications - Telecommunications – 1.0%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14			4,375		4,664,397
Verizon Communications, Inc. 1.25%, 11/03/14			1,685		1,712,166
1.95%, 3/28/14			3,130		3,204,040
					9,580,603
Consumer Cyclical - Automotive – 0.5%
American Honda Finance Corp. 2.375%, 3/18/13(c)			4,534		4,578,978

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		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Entertainment – 0.1%
Walt Disney Co. (The) 4.50%, 12/15/13	U.S.$		934	$	983,287
Consumer Cyclical - Retailers – 0.8%
Target Corp. 0.488%, 1/11/13(b)			7,016		7,021,571
Consumer Non-Cyclical – 1.6%
Baxter International, Inc. 1.80%, 3/15/13			1,051		1,058,554
Bottling Group LLC 5.00%, 11/15/13			2,669		2,813,214
Eli Lilly & Co. 4.20%, 3/06/14			2,845		3,006,166
GlaxoSmithKline Capital, Inc. 4.85%, 5/15/13			2,109		2,175,126
Novartis Capital Corp. 4.125%, 2/10/14			2,855		3,001,661
Sanofi 1.625%, 3/28/14			2,445		2,487,543
					14,542,264
Energy – 0.4%
Chevron Corp. 3.95%, 3/03/14			2,885		3,033,707
ConocoPhillips 4.75%, 2/01/14			723		764,029
					3,797,736
Technology – 1.3%
Cisco Systems, Inc. 1.625%, 3/14/14			4,905		5,002,271
Oracle Corp. 4.95%, 4/15/13			2,140		2,201,255
Texas Instruments, Inc. 1.375%, 5/15/14			4,990		5,072,106
					12,275,632
					63,249,513
Financial Institutions – 0.9%
Banking – 0.4%
UnionBanCal Corp. 5.25%, 12/16/13			3,867		4,048,347
Finance – 0.5%
General Electric Capital Corp. 1.875%, 9/16/13			4,791		4,858,198
					8,906,545
Total Corporates - Investment Grades (cost $71,151,131)					72,156,058

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Short Duration Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES – 5.0%
Non-Agency Fixed Rate CMBS – 3.0%
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-LDPX, Class A2S 5.305%, 1/15/49	U.S.$		3,856	$	3,887,072
Series 2010-C2, Class A1 2.749%, 11/15/43(c)			1,934		2,026,089
Series 2011-C3, Class A1 1.875%, 2/15/46(c)			5,150		5,224,653
Series 2011-C4, Class A1 1.525%, 7/15/46(c)			2,323		2,342,034
Series 2012-CBX, Class A1 0.958%, 6/16/45			4,561		4,567,810
Merrill Lynch Mortgage Trust Series 2005-CIP1, Class A2 4.96%, 7/12/38			1,952		1,989,134
Morgan Stanley Capital I, Inc. Series 2011-C1, Class A1 2.602%, 9/15/47(c)			5,063		5,216,121
WF-RBS Commercial Mortgage Trust Series 2011-C2, Class A1 2.501%, 2/15/44(c)			2,291		2,348,123
					27,601,036
Non-Agency Floating Rate CMBS – 1.5%
Banc of America Large Loan, Inc. Series 2005-MIB1, Class C 0.55%, 3/15/22(b)(c)			2,500		2,475,352
Commercial Mortgage Pass Through Certificates Series 2005-FL11, Class D 0.58%, 11/15/17(b)(c)			669		621,971
Series 2007-FL14, Class C 0.54%, 6/15/22(b)(c)			2,839		2,547,544
Credit Suisse Mortgage Capital Certificates Series 2006-TF2A, Class SVD 0.71%, 10/15/21(b)(c)			4,900		4,591,560
Series 2007-TFLA, Class A2 0.36%, 2/15/22(b)(c)			4,126		4,007,391
					14,243,818
Agency CMBS – 0.5%
NCUA Guaranteed Notes Series 2010-C1, Class A1 1.60%, 10/29/20			4,828		4,897,285
Total Commercial Mortgage-Backed Securities (cost $47,214,734)					46,742,139

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		Principal Amount (000)		U.S. $ Value
COLLATERALIZED MORTGAGE OBLIGATIONS – 2.4%
Agency Fixed Rate – 2.0%
Federal Home Loan Mortgage Corp. Series 3948, Class DA 3.00%, 12/15/24	U.S.$		8,650	$	8,972,170
Federal National Mortgage Association Series 2010-9, Class EA 3.50%, 1/25/24			4,425		4,603,930
Series 2011-39, Class DA 3.50%, 7/25/24			5,149		5,301,956
					18,878,056
Non-Agency Floating Rate – 0.3%
Mortgage Equity Conversion Asset Trust Series 2007-FF2, Class A 0.66%, 2/25/42(b)(c)			2,968		2,424,470
Non-Agency Fixed Rate – 0.1%
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36			378		383,313
Agency Floating Rate – 0.0%
Fannie Mae Whole Loan Series 2003-W13, Class AV2 0.516%, 10/25/33(b)			114		113,433
Freddie Mac Reference REMICs Series R008, Class FK 0.64%, 7/15/23(b)			167		166,840
					280,273
Total Collateralized Mortgage Obligations (cost $22,534,597)					21,966,112
INFLATION-LINKED SECURITIES – 1.2%
United States – 1.2%
U.S. Treasury Inflation Index 1.875%, 7/15/13 (TIPS)			3,479		3,582,966
2.00%, 1/15/14 (TIPS)			6,884		7,185,469
Total Inflation-Linked Securities (cost $10,740,919)					10,768,435
GOVERNMENTS - SOVEREIGN AGENCIES – 0.7%
Netherlands – 0.7%
Achmea Hypotheekbank NV 0.792%, 11/03/14(b)(c) (cost $6,454,707)			6,456		6,435,225

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Short Duration Bond Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(f) (cost $6,761,140)		6,761,140	$	6,761,140
Total Investments – 102.8% (cost $954,330,105)				958,989,994
Other assets less liabilities – (2.8)%				(26,201,788	)
Net Assets – 100.0%			$	932,788,206

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 2 Yr Futures		1,196		December 2012	$	263,639,795	$	263,811,439	$	171,644
U.S. T-Note 5 Yr Futures		127		December 2012		15,766,263		15,832,336		66,073
Sold Contracts
U.S. T-Note 10 Yr Futures		197		December 2012		26,136,486		26,342,594		(206,108)
									$	31,609

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG London		CAD	20,581		USD	20,763		9/27/12	$	(105,246)

CROSS CURRENCY SWAP CONTRACTS (see Note C)

Counterparty

Expiration Date

Pay Currency

Pay Rate

Receive Currency

Receive Rate

Unrealized Appreciation/ (Depreciation)

Barclays Bank PLC

2/15/15

EUR

1 Month EURIBOR Plus a Specified Spread

USD

1 Month LIBOR Plus a Specified Spread

$

175,156

(a) Variable rate coupon, rate shown as of August 31, 2012.

(b) Floating Rate Security. Stated interest rate was in effect at August 31, 2012.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $104,332,252 or 11.2% of net assets.

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(d) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security, which represents 0.00% of net assets as of August 31, 2012, is considered illiquid and restricted.

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

(e) Fair valued.

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

Currency Abbreviations:

CAD – Canadian Dollar

EUR – Euro

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

CMBS – Commercial Mortgage-Backed Securities

EURIBOR – Euro Interbank Offered Rate

LIBOR – London Interbank Offered Rates

NCUA – National Credit Union Administration

REMICs – Real Estate Mortgage Investment Conduits

TBA – To Be Announced

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

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GLOBAL CORE BOND PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

		Principal Amount (000)		U.S. $ Value
GOVERNMENTS - TREASURIES – 38.1%
Austria – 1.0%
Austria Government Bond 3.50%, 9/15/21(a)	EUR		8,285	$	11,847,156
Belgium – 3.1%
Belgium Government Bond 4.00%, 3/28/18			8,285		11,798,512
Series 46 3.75%, 9/28/15			16,675		22,900,258
					34,698,770
Finland – 7.1%
Finland Government Bond 3.375%, 4/15/20			33,335		48,180,339
3.875%, 9/15/17			21,968		32,118,680
					80,299,019
Germany – 1.5%
Bundesobligation Series 162 0.75%, 2/24/17			6,340		8,127,162
Bundesrepublik Deutschland 4.25%, 7/04/39			4,903		8,879,237
					17,006,399
Japan – 8.5%
Japan Government Ten Year Bond Series 288 1.70%, 9/20/17	JPY		2,306,350		31,632,618
Japan Government Thirty Year Bond Series 36 2.00%, 3/20/42			560,250		7,308,609
Japan Government Twenty Year Bond Series 112 2.10%, 6/20/29			2,053,350		28,555,924
Series 48 2.50%, 12/21/20			1,880,000		27,674,719
					95,171,870
Mexico – 0.5%
Mexican Bonos Series M 10 7.75%, 12/14/17	MXN		60,165		5,130,862
Netherlands – 4.6%
Netherlands Government Bond 2.25%, 7/15/22(a)	EUR		4,900		6,459,547
4.50%, 7/15/17(a)			30,450		45,201,670
					51,661,217

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		Principal Amount (000)		U.S. $ Value
Singapore – 1.0%
Singapore Government Bond 3.125%, 9/01/22	SGD		11,900	$	11,093,779
South Africa – 1.2%
South Africa Government Bond Series R204 8.00%, 12/21/18	ZAR		100,722		13,046,034
United Kingdom – 6.6%
United Kingdom Gilt 1.75%, 1/22/17	GBP		14,110		23,629,884
2.00%, 1/22/16			5,808		9,751,319
4.50%, 12/07/42			2,978		6,188,535
4.75%, 12/07/30			16,349		35,083,080
					74,652,818
United States – 3.0%
U.S. Treasury Bonds 4.625%, 2/15/40	U.S.$		18,561		26,135,645
U.S. Treasury Notes 2.625%, 11/15/20			7,266		8,052,203
					34,187,848
Total Governments - Treasuries (cost $416,676,834)					428,795,772
CORPORATES - INVESTMENT GRADES – 29.1%
Financial Institutions – 13.7%
Banking – 9.2%
Bank of America Corp. 5.875%, 2/07/42			2,896		3,285,584
7.625%, 6/01/19			1,700		2,076,099
Series L 5.65%, 5/01/18			4,350		4,859,716
Barclays Bank PLC 6.625%, 3/30/22(a)	EUR		1,800		2,251,554
Bear Stearns Cos. LLC (The) 5.55%, 1/22/17	U.S.$		5,410		6,122,199
BNP Paribas SA 5.00%, 1/15/21			2,966		3,194,038
Capital One Financial Corp. 4.75%, 7/15/21			2,470		2,770,888
Citigroup, Inc. 4.50%, 1/14/22			465		491,458
5.50%, 4/11/13			2,900		2,978,755
6.50%, 8/19/13			2,770		2,913,256
8.50%, 5/22/19			790		1,010,645

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		Principal Amount (000)		U.S. $ Value
Compass Bank 5.50%, 4/01/20	U.S.$		4,989	$	4,849,977
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 3.875%, 2/08/22			3,060		3,186,868
DNB Bank ASA 4.375%, 2/24/21(a)	EUR		1,675		2,404,761
Goldman Sachs Group, Inc. (The) 6.00%, 6/15/20	U.S.$		2,700		3,020,854
7.50%, 2/15/19			2,855		3,424,233
HSBC Holdings PLC 4.00%, 3/30/22			5,990		6,421,957
ING Bank NV 3.75%, 3/07/17(a)			3,020		3,130,016
JPMorgan Chase & Co. 4.40%, 7/22/20			1,335		1,479,850
4.625%, 5/10/21			857		958,366
Lloyds TSB Bank PLC 4.20%, 3/28/17			3,575		3,791,716
Macquarie Bank Ltd. 5.00%, 2/22/17(a)			651		680,035
Macquarie Group Ltd. 4.875%, 8/10/17(a)			1,850		1,943,138
Morgan Stanley 5.45%, 1/09/17			1,615		1,698,454
5.50%, 7/24/20			2,455		2,524,037
Nationwide Building Society 6.25%, 2/25/20(a)			3,415		3,770,467
Nordea Bank AB 3.125%, 3/20/17(a)			2,990		3,107,507
PNC Funding Corp. 3.30%, 3/08/22			3,020		3,205,558
Royal Bank of Scotland PLC (The) 6.125%, 1/11/21			2,740		3,138,703
Santander US Debt SAU 2.991%, 10/07/13(a)			3,400		3,355,018
Societe Generale SA 2.50%, 1/15/14(a)			1,670		1,659,312
5.20%, 4/15/21(a)			1,355		1,395,650
SouthTrust Corp. 5.80%, 6/15/14			3,315		3,538,411
Svenska Handelsbanken AB 2.875%, 4/04/17			3,000		3,124,500
UFJ Finance Aruba AEC 6.75%, 7/15/13			1,913		2,006,775
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(a)			1,386		1,218,126
Vesey Street Investment Trust I 4.404%, 9/01/16			948		988,196

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		Principal Amount (000)		U.S. $ Value
Wachovia Corp. 5.50%, 5/01/13	U.S.$		1,225	$	1,265,184
					103,241,861
Finance – 0.6%
General Electric Capital Corp. 2.30%, 4/27/17			4,200		4,335,551
SLM Corp. Series A 5.375%, 5/15/14			2,085		2,180,858
					6,516,409
Insurance – 3.0%
Allied World Assurance Co., Ltd. 7.50%, 8/01/16			1,820		2,110,272
Berkshire Hathaway, Inc. 3.40%, 1/31/22			2,800		3,002,126
Coventry Health Care, Inc. 5.95%, 3/15/17			665		777,594
6.125%, 1/15/15			260		283,050
6.30%, 8/15/14			2,060		2,232,859
Guardian Life Insurance Co. of America 7.375%, 9/30/39(a)			1,305		1,734,107
Hartford Financial Services Group, Inc. 4.00%, 3/30/15			685		720,281
5.125%, 4/15/22			600		644,854
5.50%, 3/30/20			1,727		1,884,986
Humana, Inc. 6.30%, 8/01/18			369		431,454
6.45%, 6/01/16			285		325,604
7.20%, 6/15/18			610		737,113
Lincoln National Corp. 8.75%, 7/01/19			791		1,023,547
Markel Corp. 7.125%, 9/30/19			1,105		1,296,247
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)			815		1,210,519
MetLife, Inc. 4.75%, 2/08/21			1,085		1,254,898
7.717%, 2/15/19			1,159		1,506,080
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			2,585		3,517,019
Swiss Re Solutions Holding Corp. 7.00%, 2/15/26			3,065		3,672,324
UnitedHealth Group, Inc. 4.375%, 3/15/42			3,020		3,215,019
XL Group PLC 5.25%, 9/15/14			1,920		2,040,539
					33,620,492

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		Principal Amount (000)		U.S. $ Value
Other Finance – 0.2%
ORIX Corp. 4.71%, 4/27/15	U.S.$		2,467	$	2,606,635
REITS – 0.7%
ERP Operating LP 5.25%, 9/15/14			2,600		2,808,504
HCP, Inc. 6.00%, 1/30/17			2,195		2,504,704
Healthcare Realty Trust, Inc. 5.125%, 4/01/14			2,373		2,478,411
					7,791,619
					153,777,016
Industrial – 12.8%
Basic – 1.7%
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20			2,110		2,233,025
ArcelorMittal 6.125%, 6/01/18			2,271		2,253,967
Dow Chemical Co. (The) 8.55%, 5/15/19			1,640		2,213,833
Eastman Chemical Co. 2.40%, 6/01/17			760		788,111
3.60%, 8/15/22			780		820,252
International Paper Co. 5.30%, 4/01/15			2,625		2,880,851
PPG Industries, Inc. 5.75%, 3/15/13			1,642		1,686,106
Rio Tinto Finance USA PLC 1.625%, 8/21/17			2,795		2,796,188
Teck Resources Ltd. 2.50%, 2/01/18			678		682,235
Vale Overseas Ltd. 4.375%, 1/11/22			2,353		2,411,540
					18,766,108
Capital Goods – 0.7%
ADT Corp. (The) 3.50%, 7/15/22(a)			657		682,440
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(a)			299		320,666
John Deere Capital Corp. 2.80%, 1/27/23			2,870		2,966,369
Republic Services, Inc. 3.80%, 5/15/18			85		93,257
5.25%, 11/15/21			1,213		1,436,985
5.50%, 9/15/19			1,768		2,093,761
					7,593,478

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		Principal Amount (000)		U.S. $ Value
Communications - Media – 2.4%
CBS Corp. 5.75%, 4/15/20	U.S.$		1,410	$	1,692,834
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22			1,906		2,846,257
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 4.60%, 2/15/21			1,870		2,043,196
4.75%, 10/01/14			1,200		1,289,929
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(a)(b)			681		742,290
News America, Inc. 4.50%, 2/15/21			890		1,021,632
6.55%, 3/15/33			1,383		1,613,556
9.25%, 2/01/13			670		691,484
Omnicom Group, Inc. 3.625%, 5/01/22			1,008		1,056,804
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			2,894		3,713,306
Time Warner Cable, Inc. 7.50%, 4/01/14			1,325		1,459,470
Time Warner Entertainment Co. LP 8.375%, 3/15/23			2,680		3,749,124
Virgin Media Secured Finance PLC 5.25%, 1/15/21			1,080		1,240,180
WPP Finance 2010 4.75%, 11/21/21			417		454,896
WPP Finance UK 8.00%, 9/15/14			2,616		2,935,524
					26,550,482
Communications - Telecommunications – 1.1%
American Tower Corp. 5.05%, 9/01/20			2,750		3,006,250
AT&T Corp. 8.00%, 11/15/31			295		456,416
AT&T, Inc. 4.45%, 5/15/21			1,694		1,987,846
British Telecommunications PLC 2.00%, 6/22/15			1,215		1,242,192
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)			2,586		2,758,036
Telecom Italia Capital SA 6.375%, 11/15/33			375		316,875
7.175%, 6/18/19			1,450		1,515,250

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Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
United States Cellular Corp. 6.70%, 12/15/33	U.S.$		1,550	$	1,618,752
					12,901,617
Consumer Cyclical - Automotive – 0.5%
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)			2,465		2,660,448
Toyota Motor Credit Corp. 3.30%, 1/12/22			3,270		3,503,203
					6,163,651
Consumer Cyclical - Entertainment – 0.5%
Time Warner, Inc. 4.70%, 1/15/21			1,460		1,674,544
7.625%, 4/15/31			2,810		3,814,595
					5,489,139
Consumer Cyclical - Other – 0.3%
Marriott International, Inc./DE 5.625%, 2/15/13			3,270		3,336,780
Consumer Cyclical - Retailers – 0.2%
CVS Caremark Corp. 6.60%, 3/15/19			1,460		1,867,673
Consumer Non-Cyclical – 1.7%
Ahold Finance USA LLC 6.875%, 5/01/29			3,105		3,972,245
Baxter International, Inc. 2.40%, 8/15/22			2,810		2,826,843
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			481		514,823
5.875%, 5/15/13			2,720		2,805,849
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)			3,480		3,629,703
Delhaize Group SA 5.875%, 2/01/14			775		815,016
Laboratory Corp. of America Holdings 2.20%, 8/23/17			708		718,149
3.75%, 8/23/22			341		353,901
Pepsico, Inc. 4.00%, 3/05/42			2,972		3,177,383
					18,813,912
Energy – 1.9%
Anadarko Petroleum Corp. 5.95%, 9/15/16			735		849,942
6.45%, 9/15/36			877		1,082,430

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		Principal Amount (000)		U.S. $ Value
Marathon Petroleum Corp. 3.50%, 3/01/16	U.S.$		448	$	475,245
5.125%, 3/01/21			760		873,327
Nabors Industries, Inc. 9.25%, 1/15/19			2,393		3,097,908
Noble Energy, Inc. 8.25%, 3/01/19			2,858		3,694,991
Noble Holding International Ltd. 4.90%, 8/01/20			251		279,986
Occidental Petroleum Corp. 1.50%, 2/15/18			2,558		2,600,890
Phillips 66 4.30%, 4/01/22(a)			3,010		3,274,916
Reliance Holdings USA, Inc. 5.40%, 2/14/22(a)			2,345		2,447,269
Southwestern Energy Co. 4.10%, 3/15/22(a)			823		865,287
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			1,540		2,013,926
					21,556,117
Other Industrial – 0.2%
Noble Group Ltd. 6.75%, 1/29/20(a)			2,741		2,809,525
Technology – 0.6%
Agilent Technologies, Inc. 5.00%, 7/15/20			505		576,665
Hewlett-Packard Co. 4.65%, 12/09/21			1,498		1,533,922
Motorola Solutions, Inc. 7.50%, 5/15/25			290		362,424
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			2,995		3,048,314
Xerox Corp. 2.95%, 3/15/17			1,024		1,048,629
8.25%, 5/15/14			310		344,657
					6,914,611
Transportation - Airlines – 0.3%
Southwest Airlines Co. 5.25%, 10/01/14			1,695		1,829,152
5.75%, 12/15/16			1,115		1,291,120
					3,120,272
Transportation - Services – 0.7%
Asciano Finance Ltd. 3.125%, 9/23/15(a)			3,375		3,405,979

150 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Con-way, Inc. 6.70%, 5/01/34	U.S.$		2,144	$	2,164,077
Ryder System, Inc. 5.85%, 11/01/16			930		1,066,533
7.20%, 9/01/15			908		1,055,891
					7,692,480
					143,575,845
Utility – 2.3%
Electric – 1.2%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(a)			1,610		1,760,670
Constellation Energy Group, Inc. 5.15%, 12/01/20			504		582,056
FirstEnergy Corp. Series C 7.375%, 11/15/31			2,291		3,019,366
Nisource Finance Corp. 6.80%, 1/15/19			3,445		4,128,674
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)			1,447		1,502,001
TECO Finance, Inc. 4.00%, 3/15/16			745		807,750
5.15%, 3/15/20			915		1,065,916
Union Electric Co. 6.70%, 2/01/19			315		404,382
					13,270,815
Natural Gas – 1.1%
Energy Transfer Partners LP 6.70%, 7/01/18			972		1,152,069
7.50%, 7/01/38			2,264		2,700,966
EQT Corp. 8.125%, 6/01/19			1,707		2,056,139
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			495		525,348
4.15%, 3/01/22			863		927,278
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			2,400		2,565,991
Williams Partners LP 5.25%, 3/15/20			2,198		2,528,586
					12,456,377
					25,727,192

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		Principal Amount (000)		U.S. $ Value
Non Corporate Sectors – 0.3%
Agencies - Not Government Guaranteed – 0.3%
Abu Dhabi National Energy Co. 4.125%, 3/13/17(a)	U.S.$		757	$	811,800
Petrobras International Finance Co. – Pifco 5.375%, 1/27/21			2,500		2,782,075
					3,593,875
Total Corporates - Investment Grades (cost $297,447,099)					326,673,928
MORTGAGE PASS-THROUGHS – 10.5%
Agency Fixed Rate 30-Year – 8.9%
Federal Home Loan Mortgage Corp. Gold Series 2006 4.50%, 5/01/36			82		87,879
Series 2007 5.50%, 7/01/35			2,128		2,345,920
Federal National Mortgage Association 3.50%, 12/01/41			16,923		17,951,258
4.00%, 12/01/41			39,351		42,250,639
6.00%, 5/01/31-3/01/38			4,313		4,763,242
Series 2003 5.50%, 4/01/33			1,745		1,928,445
Series 2004 5.50%, 4/01/34-11/01/34			5,574		6,158,496
Series 2005 5.50%, 2/01/35			1,370		1,513,659
6.00%, 4/01/35			4,824		5,422,211
Series 2006 5.00%, 1/01/36			5		5,297
Series 2007 4.50%, 8/01/37			485		525,122
Series 2008 6.00%, 3/01/37-5/01/38			14,951		16,577,274
					99,529,442
Agency Fixed Rate 15-Year – 1.1%
Federal National Mortgage Association 4.50%, TBA			11,145		12,031,375
Agency ARMs – 0.5%
Federal Home Loan Mortgage Corp. 2.963%, 5/01/38(c)			2,438		2,631,570

152 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Series 2003 2.78%, 12/01/33(c)	U.S.$		1,129	$	1,208,222
Series 2007 2.337%, 3/01/34(c)			2,111		2,244,762
					6,084,554
Total Mortgage Pass-Throughs (cost $112,916,093)					117,645,371
ASSET-BACKED SECURITIES – 4.4%
Autos - Fixed Rate – 2.3%
AmeriCredit Automobile Receivables Trust Series 2011-3, Class A2 0.84%, 11/10/14			2,334		2,336,132
Series 2011-4, Class A2 0.92%, 3/09/15			1,544		1,546,680
Series 2011-5, Class A2 1.19%, 8/08/15			1,231		1,235,534
BMW Vehicle Lease Trust Series 2011-1, Class A2 0.64%, 4/22/13			93		93,018
Ford Auto Securitization Trust Series 2011-R3A, Class A2 1.96%, 7/15/15(a)	CAD		4,552		4,627,455
Ford Credit Auto Lease Trust Series 2011-A, Class A2 0.74%, 9/15/13	U.S.$		2,724		2,725,904
Series 2011-B, Class A2 0.82%, 1/15/14			1,969		1,972,495
Huntington Auto Trust Series 2011-1A, Class A3 1.01%, 1/15/16(a)			2,315		2,328,314
Hyundai Auto Lease Securitization Trust Series 2011-A, Class A2 0.69%, 11/15/13(a)			982		981,821
SMART Trust/Australia Series 2011-2USA, Class A2A 1.22%, 11/14/13(a)			2,317		2,319,888
Volkswagen Auto Lease Trust Series 2011-A, Class A2 1.00%, 2/20/14			2,622		2,629,992
World Omni Automobile Lease Securitization Trust Series 2011-A, Class A2 0.81%, 10/15/13			3,247		3,250,505
					26,047,738

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Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Credit Cards - Floating Rate – 1.6%
American Express Credit Account Master Trust Series 2011-1, Class A 0.41%, 4/17/17(d)	U.S.$		6,685	$	6,702,996
Capital One Multi-Asset Execution Trust Series 2006-A12, Class A 0.30%, 7/15/16(d)			5,500		5,494,775
Chase Issuance Trust Series 2008-A10, Class A10 0.99%, 8/17/15(d)			5,500		5,539,935
					17,737,706
Other ABS - Fixed Rate – 0.3%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15			1,685		1,691,062
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15			1,408		1,411,931
John Deere Owner Trust Series 2011-A, Class A2 0.64%, 6/16/14			848		848,471
					3,951,464
Home Equity Loans - Fixed Rate – 0.1%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.37%, 12/25/32			417		374,373
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33			422		385,860
					760,233
Home Equity Loans - Floating Rate – 0.1%
Citigroup Mortgage Loan Trust, Inc. Series 2007-AMC4, Class M1 0.506%, 5/25/37(d)(e)			3,715		132,893
HSBC Home Equity Loan Trust Series 2005-3, Class A1 0.497%, 1/20/35(d)			599		562,791
Option One Mortgage Loan Trust Series 2006-3, Class M1 0.466%, 2/25/37(d)(e)			1,222		3,621
					699,305
Total Asset-Backed Securities (cost $53,995,929)					49,196,446

154 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
COMMERCIAL MORTGAGE-BACKED SECURITIES – 4.1%
Non-Agency Fixed Rate CMBS – 3.5%
Commercial Mortgage Pass Through Certificates Series 2006-C8, Class A4 5.306%, 12/10/46	U.S.$		3,065	$	3,511,071
Credit Suisse Mortgage Capital Certificates Series 2006-C4, Class A3 5.467%, 9/15/39			6,475		7,316,212
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-LD11, Class A4 6.003%, 6/15/49			9,364		10,653,505
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.447%, 6/15/29			6,015		6,429,704
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-2, Class A4 6.093%, 6/12/46			3,075		3,554,242
Series 2006-3, Class A4 5.414%, 7/12/46			6,885		7,831,013
					39,295,747
Agency CMBS – 0.4%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A2 3.531%, 6/25/20			4,653		5,181,621
Non-Agency Floating Rate CMBS – 0.2%
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 2.476%, 3/06/20(a)(d)			1,855		1,838,728
Total Commercial Mortgage-Backed Securities (cost $41,759,972)					46,316,096
GOVERNMENTS - SOVEREIGN AGENCIES – 3.8%
Canada – 2.7%
Canada Housing Trust No 1 3.35%, 12/15/20(a)	CAD		27,715		30,751,490

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		Principal Amount (000)		U.S. $ Value
Germany – 1.1%
KFW 4.375%, 7/04/18	EUR		7,865	$	11,777,265
Total Governments - Sovereign Agencies (cost $41,716,922)					42,528,755
AGENCIES – 3.6%
Agency Debentures – 3.6%
Federal Home Loan Mortgage Corp. 1.75%, 5/30/19	U.S.$		12,000		12,445,056
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20			32,305		28,582,786
Total Agencies (cost $35,867,842)					41,027,842
COVERED BONDS – 2.2%
Banco Santander SA 4.625%, 6/21/16	EUR		1,300		1,636,736
Bank of Nova Scotia 1.75%, 3/22/17(a)	U.S.$		2,900		3,001,790
BPCE SFH SA 2.75%, 2/16/17	EUR		1,800		2,417,179
3.625%, 5/12/16(a)			400		551,138
Caisse de Refinancement de l’Habitat SA 2.60%, 4/26/16			1,403		1,878,156
Cie de Financement Foncier SA 3.375%, 1/18/16			3,457		4,690,984
Credit Agricole Home Loan SFH 3.50%, 6/14/18(a)			3,000		4,183,583
Dexia Municipal Agency SA 3.50%, 9/16/16			883		1,167,280
Nationwide Building Society 3.125%, 10/13/16			2,610		3,563,083
Societe Generale SFH 3.25%, 6/06/16(a)			900		1,225,072
Total Covered Bonds (cost $23,917,130)					24,315,001
QUASI-SOVEREIGNS – 1.4%
Quasi-Sovereign Bonds – 1.4%
Kazakhstan – 0.2%
KazMunayGas National Co. 7.00%, 5/05/20(a)	U.S.$		1,990		2,424,795
Malaysia – 0.3%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			3,390		3,988,976

156 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Russia – 0.3%
Russian Agricultural Bank OJSC Via RSHB Capital SA 7.75%, 5/29/18(a)	U.S.$		2,782	$	3,275,805
South Korea – 0.3%
Korea National Oil Corp. 3.125%, 4/03/17(a)			2,995		3,114,120
United Arab Emirates – 0.3%
IPIC GMTN Ltd. 3.75%, 3/01/17(a)			3,300		3,460,875
Total Quasi-Sovereigns (cost $14,321,557)					16,264,571
GOVERNMENTS - SOVEREIGN BONDS – 0.7%
Lithuania – 0.2%
Republic of Lithuania 6.625%, 2/01/22(a)			1,768		2,099,500
Qatar – 0.3%
State of Qatar 4.50%, 1/20/22(a)			2,944		3,300,960
Russia – 0.2%
Russian Foreign Bond – Eurobond 7.50%, 3/31/30(a)			1,965		2,451,344
Total Governments - Sovereign Bonds (cost $6,807,251)					7,851,804
LOCAL GOVERNMENTS - MUNICIPAL BONDS – 0.4%
United States – 0.4%
California GO 7.625%, 3/01/40 (cost $3,378,149)			3,310		4,452,115
SUPRANATIONALS – 0.3%
International Bank for Reconstruction & Development 9.25%, 7/15/17 (cost $2,846,909)			2,340		3,243,879

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 157

Global Core Bond Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.2%
Non-Agency Fixed Rate – 0.1%
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.746%, 5/25/35	U.S.$		1,548	$	1,429,322
Non-Agency Floating Rate – 0.1%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.148%, 12/25/35(d)			864		530,220
Countrywide Home Loan Mortgage Pass Through Trust Series 2004-25, Class M1 0.766%, 2/25/35(d)(e)			2,764		60,223
					590,443
Agency Fixed Rate – 0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.865%, 5/28/35			392		338,032
Total Collateralized Mortgage Obligations (cost $5,553,922)					2,357,797
		Shares
SHORT-TERM INVESTMENTS – 2.1%
Investment Companies – 2.1%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(f) (cost $23,524,259)			23,524,259		23,524,259
Total Investments – 100.9% (cost $1,080,729,868)					1,134,193,636
Other assets less liabilities – (0.9)%					(9,986,795	)
Net Assets – 100.0%				$	1,124,206,841

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. T-Bond 30 Yr Futures		205		December 2012	$	30,700,946	$	31,038,281	$	(337,335	)
U.S. T-Note 2 Yr Futures		98		December 2012		21,599,619		21,616,656		(17,037	)
									$	(354,372	)

158 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Global Core Bond Portfolio—Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale		MXN	68,729		USD	5,194		9/06/12	$	(10,777	)
Barclays Bank PLC Wholesale		EUR	2,950		USD	3,685		9/20/12		(26,288	)
Barclays Bank PLC Wholesale		USD	1,567		EUR	1,256		9/20/12		13,253
Barclays Bank PLC Wholesale		JPY	6,042,203		USD	77,339		9/27/12		153,547
BNP Paribas SA		EUR	109,146		USD	134,271		9/20/12		(3,033,812	)
Deutsche Bank AG London		USD	17,881		CAD	17,849		9/27/12		216,530
Goldman Sachs Capital Markets LP		ZAR	105,403		USD	12,496		10/04/12		1,703
HSBC Bank USA		EUR	74,800		USD	91,909		10/17/12		(2,217,413	)
JPMorgan Chase Bank NA		EUR	1,073		USD	1,346		9/20/12		(4,433	)
JPMorgan Chase Bank NA		JPY	1,334,853		USD	16,973		9/27/12		(79,025	)
JPMorgan Chase Bank NA		SGD	10,700		USD	8,562		10/05/12		(21,843	)
Morgan Stanley and Co., Inc.		EUR	864		USD	1,065		9/20/12		(21,723	)
Royal Bank of Canada		GBP	46,656		USD	72,759		9/20/12		(1,320,420	)
Royal Bank of Canada		CAD	52,511		USD	52,769		9/27/12		(476,328	)
Standard Chartered Bank		SGD	3,357		USD	2,690		10/05/12		(2,784	)
State Street Bank & Trust Co.		EUR	48		USD	60		9/20/12		(1,030	)
									$	(6,830,843	)

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $201,048,277 or 17.9% of net assets.

(b) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at August 31, 2012.

(c) Variable rate coupon, rate shown as of August 31, 2012.

(d) Floating Rate Security. Stated interest rate was in effect at August 31, 2012.

(e) Illiquid security.

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

Currency Abbreviations:

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

JPY – Japanese Yen

MXN – Mexican Peso

SGD – Singapore Dollar

ZAR – South African Rand

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Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

CMBS – Commercial Mortgage-Backed Securities

FHLMC – Federal Home Loan Mortgage Corporation

GO – General Obligation

OJSC – Open Joint Stock Company

REIT – Real Estate Investment Trust

TBA – To Be Announced

See notes to financial statements.

160 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

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BOND INFLATION PROTECTION PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

		Principal Amount (000)		U.S. $ Value
INFLATION-LINKED SECURITIES – 100.1%
United States – 100.1%
U.S. Treasury Inflation Index 0.125%, 1/15/22 (TIPS)(a)	U.S.$		23,199	$	25,074,791
0.125%, 7/15/22 (TIPS)			22,528		24,408,228
0.625%, 7/15/21 (TIPS)(a)			78,015		88,291,341
1.125%, 1/15/21 (TIPS)(a)			13,806		16,141,035
1.25%, 7/15/20 (TIPS)(a)(b)			63,527		75,026,105
1.375%, 7/15/18 (TIPS)(a)			15,362		17,876,347
1.375%, 1/15/20 (TIPS)			41,951		49,623,244
1.625%, 1/15/15 (TIPS)(a)			75,573		81,016,418
1.625%, 1/15/18 (TIPS)			48,884		56,830,956
1.875%, 7/15/13-7/15/19 (TIPS)			69,179		79,427,215
1.875%, 7/15/15 (TIPS)(a)			63,257		69,547,643
2.00%, 7/15/14 (TIPS)(a)			101,531		108,265,253
2.125%, 1/15/19 (TIPS)(a)			26,599		32,363,605
2.375%, 1/15/17 (TIPS)(a)(b)			25,735		30,090,075
2.375%, 1/15/25 (TIPS)			1,217		1,633,693
2.50%, 7/15/16 (TIPS)(a)			16,034		18,575,691
2.625%, 7/15/17 (TIPS)(a)			16,266		19,591,387
Total Inflation-Linked Securities (cost $733,545,788)					793,783,027
CORPORATES - INVESTMENT GRADES – 20.4%
Industrial – 11.0%
Basic – 0.9%
Alcoa, Inc. 5.40%, 4/15/21			1,205		1,244,102
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20			980		1,037,140
ArcelorMittal 6.125%, 6/01/18			769		763,233
Dow Chemical Co. (The) 5.25%, 11/15/41			945		1,077,312
8.55%, 5/15/19			637		859,885
Eastman Chemical Co. 2.40%, 6/01/17			537		556,863
3.60%, 8/15/22			573		602,570
Teck Resources Ltd. 2.50%, 2/01/18			274		275,711
4.75%, 1/15/22			710		763,134
					7,179,950
Capital Goods – 0.6%
ADT Corp. (The) 3.50%, 7/15/22(c)			462		479,889

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		Principal Amount (000)		U.S. $ Value
CRH Finance BV 7.375%, 5/28/14	EUR		1,100	$	1,526,202
Embraer SA 5.15%, 6/15/22	U.S.$		550		576,125
Republic Services, Inc. 5.25%, 11/15/21			1,675		1,984,296
					4,566,512
Communications - Media – 1.9%
CBS Corp. 5.75%, 4/15/20			1,625		1,950,961
Comcast Corp. 5.15%, 3/01/20			1,745		2,077,024
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.80%, 3/15/22			1,330		1,373,842
4.60%, 2/15/21			660		721,128
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(c)(d)			606		660,540
Interpublic Group of Cos., Inc. (The) 4.00%, 3/15/22			199		207,130
News America, Inc. 6.15%, 3/01/37-2/15/41			1,584		1,935,868
Omnicom Group, Inc. 3.625%, 5/01/22			703		737,037
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			1,340		1,719,361
Time Warner Cable, Inc. 7.50%, 4/01/14			1,435		1,580,634
Virgin Media Secured Finance PLC 5.25%, 1/15/21			428		491,479
WPP Finance 2010 4.75%, 11/21/21			1,737		1,894,855
					15,349,859
Communications - Telecommunications – 1.9%
American Tower Corp. 5.05%, 9/01/20			1,355		1,481,261
AT&T, Inc. 5.35%, 9/01/40			1,397		1,676,379
British Telecommunications PLC 2.00%, 6/22/15			739		755,539
5.95%, 1/15/18			253		301,886
Deutsche Telekom International Finance BV 4.875%, 3/06/42(c)			1,777		1,895,217
Koninklijke KPN NV 5.00%, 11/13/12	EUR		1,185		1,502,906

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		Principal Amount (000)		U.S. $ Value
Telecom Italia Capital SA 6.375%, 11/15/33	U.S.$		1,165	$	984,425
Telefonica Emisiones SAU 5.462%, 2/16/21			835		768,200
United States Cellular Corp. 6.70%, 12/15/33			835		872,037
Verizon Communications, Inc. 7.35%, 4/01/39			1,510		2,248,792
Vodafone Group PLC 6.15%, 2/27/37			1,660		2,224,187
					14,710,829
Consumer Cyclical - Automotive – 0.4%
Ford Motor Credit Co. LLC 3.00%, 6/12/17			670		672,469
5.00%, 5/15/18			950		1,022,469
Harley-Davidson Funding Corp. 5.75%, 12/15/14(c)			1,640		1,770,034
					3,464,972
Consumer Cyclical - Other – 0.4%
Carnival PLC 4.25%, 11/27/13	EUR		1,225		1,599,756
Marriott International, Inc./DE 5.625%, 2/15/13	U.S.$		1,700		1,734,718
					3,334,474
Consumer Cyclical - Retailers – 0.3%
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22			2,025		2,181,711
Consumer Non-Cyclical – 0.8%
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			1,610		1,723,214
Delhaize Group SA 5.875%, 2/01/14			1,515		1,593,225
Kroger Co. (The) 3.40%, 4/15/22			1,375		1,418,230
Laboratory Corp. of America Holdings 2.20%, 8/23/17			479		485,866
3.75%, 8/23/22			240		249,080
Tyson Foods, Inc. 4.50%, 6/15/22			577		582,770
					6,052,385
Energy – 1.9%
Encana Corp. 3.90%, 11/15/21			2,060		2,122,243

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		Principal Amount (000)		U.S. $ Value
Marathon Petroleum Corp. 3.50%, 3/01/16	U.S.$		230	$	243,987
5.125%, 3/01/21			1,245		1,430,647
Nabors Industries, Inc. 9.25%, 1/15/19			1,064		1,377,424
Noble Energy, Inc. 8.25%, 3/01/19			1,370		1,771,217
Phillips 66 4.30%, 4/01/22(c)			2,075		2,257,625
Reliance Holdings USA, Inc. 5.40%, 2/14/22(c)			2,065		2,155,058
Southwestern Energy Co. 4.10%, 3/15/22(c)			568		597,185
Valero Energy Corp. 6.125%, 2/01/20			998		1,195,420
Weatherford International Ltd./Bermuda 5.125%, 9/15/20			1,860		2,020,763
					15,171,569
Technology – 1.0%
Agilent Technologies, Inc. 5.00%, 7/15/20			249		284,336
Hewlett-Packard Co. 4.65%, 12/09/21			778		796,656
Intel Corp. 4.80%, 10/01/41			1,130		1,346,345
Motorola Solutions, Inc. 7.50%, 5/15/25			1,540		1,924,594
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			2,095		2,132,293
Xerox Corp. 8.25%, 5/15/14			1,425		1,584,312
					8,068,536
Transportation - Airlines – 0.2%
Southwest Airlines Co. 5.75%, 12/15/16			1,615		1,870,097
Transportation - Railroads – 0.3%
CSX Corp. 4.75%, 5/30/42			1,970		2,180,749
Transportation - Services – 0.4%
Asciano Finance Ltd. 5.00%, 4/07/18(c)			950		1,006,567
Ryder System, Inc. 3.15%, 3/02/15			1,105		1,144,075
5.85%, 11/01/16			630		722,490
					2,873,132
					87,004,775

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Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Financial Institutions – 6.0%
Banking – 3.1%
Bank of America Corp. 5.625%, 7/01/20	U.S.$		705	$	781,631
Bank of Scotland PLC 5.625%, 5/23/13	EUR		1,190		1,544,487
Barclays Bank PLC 6.625%, 3/30/22(c)			1,245		1,557,325
Capital One Financial Corp. 7.375%, 5/23/14	U.S.$		1,445		1,595,410
Citigroup, Inc. 4.50%, 1/14/22			1,940		2,050,384
5.50%, 4/11/13			865		888,491
DNB Bank ASA 3.20%, 4/03/17(c)			2,070		2,147,190
Fifth Third Bancorp 3.50%, 3/15/22			797		828,097
Goldman Sachs Group, Inc. (The) 5.75%, 1/24/22			545		601,387
6.00%, 6/15/20			685		766,402
HSBC Holdings PLC 4.00%, 3/30/22			810		868,411
5.10%, 4/05/21			1,130		1,299,836
JPMorgan Chase & Co. 4.40%, 7/22/20			715		792,579
4.50%, 1/24/22			1,120		1,243,702
Macquarie Group Ltd. 7.625%, 8/13/19(c)			720		792,929
Morgan Stanley 5.50%, 7/24/20-7/28/21			2,413		2,476,037
National Capital Trust II 5.486%, 3/23/15(c)			1,090		1,079,100
Royal Bank of Scotland PLC (The) 3.25%, 1/11/14			980		995,819
UBS AG 7.625%, 8/17/22			929		933,526
UBS AG/Stamford CT 5.875%, 7/15/16			655		711,002
Vesey Street Investment Trust I 4.404%, 9/01/16			671		699,451
					24,653,196
Finance – 0.3%
SLM Corp. 5.375%, 1/15/13			925		938,917
7.25%, 1/25/22			1,075		1,161,000
					2,099,917

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		Principal Amount (000)		U.S. $ Value
Insurance – 2.1%
Allstate Corp. (The) 6.125%, 5/15/37	U.S.$		1,145	$	1,175,056
American International Group, Inc. 6.40%, 12/15/20			1,660		1,972,696
Hartford Financial Services Group, Inc. 5.125%, 4/15/22			1,330		1,429,425
6.10%, 10/01/41			760		802,102
Humana, Inc. 7.20%, 6/15/18			1,520		1,836,741
Lincoln National Corp. 8.75%, 7/01/19			550		711,695
Markel Corp. 7.125%, 9/30/19			1,067		1,251,670
Marsh & McLennan Cos., Inc. 5.375%, 7/15/14			1,585		1,691,737
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(c)			1,410		1,918,374
Swiss Re Capital I LP 6.854%, 5/25/16(c)			1,815		1,796,850
XL Group PLC 5.25%, 9/15/14			1,590		1,689,822
					16,276,168
REITS – 0.5%
HCP, Inc. 5.375%, 2/01/21			1,877		2,148,572
Health Care REIT, Inc. 5.25%, 1/15/22			1,945		2,176,321
					4,324,893
					47,354,174
Utility – 3.0%
Electric – 1.0%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(c)			1,355		1,481,806
Constellation Energy Group, Inc. 5.15%, 12/01/20			263		303,732
MidAmerican Energy Holdings Co. 6.125%, 4/01/36			1,680		2,182,726
Nisource Finance Corp. 6.15%, 3/01/13			695		713,634
Ohio Power Co. 5.50%, 2/15/13			350		357,353
Pacific Gas & Electric Co. 4.50%, 12/15/41			800		895,784
TECO Finance, Inc. 4.00%, 3/15/16			1,680		1,821,503
					7,756,538

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Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Natural Gas – 2.0%
DCP Midstream LLC 9.75%, 3/15/19(c)	U.S.$		1,290	$	1,659,794
Energy Transfer Partners LP 6.125%, 2/15/17			1,645		1,891,497
Enterprise Products Operating LLC 5.20%, 9/01/20			720		844,464
EQT Corp. 8.125%, 6/01/19			1,385		1,668,280
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			1,439		1,527,224
4.15%, 3/01/22			625		671,551
ONEOK, Inc. 4.25%, 2/01/22			2,025		2,168,880
Spectra Energy Capital LLC 8.00%, 10/01/19			1,395		1,810,266
Talent Yield Investments Ltd. 4.50%, 4/25/22(c)			2,090		2,234,551
Williams Partners LP 3.80%, 2/15/15			1,660		1,761,761
					16,238,268
					23,994,806
Non Corporate Sectors – 0.4%
Agencies - Not Government Guaranteed – 0.4%
Abu Dhabi National Energy Co. 4.125%, 3/13/17(c)			344		368,902
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(c)			1,292		1,436,058
Petrobras International Finance Co. – Pifco 5.375%, 1/27/21			1,570		1,747,143
					3,552,103
Total Corporates - Investment Grades (cost $153,531,638)					161,905,858
ASSET-BACKED SECURITIES – 8.3%
Autos - Fixed Rate – 4.2%
AmeriCredit Automobile Receivables Trust Series 2011-3, Class A2 0.84%, 11/10/14			1,231		1,232,195
Series 2011-4, Class A2 0.92%, 3/09/15			823		824,896
Series 2012-3, Class A3 0.96%, 1/09/17			2,415		2,434,054
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19(c)			1,475		1,501,934

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Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16	U.S.$		1,335	$	1,348,684
CarMax Auto Owner Trust Series 2011-3, Class A3 1.07%, 6/15/16			825		831,082
Exeter Automobile Receivables Trust Series 2012-1A, Class A 2.02%, 8/15/16(c)			1,258		1,259,948
Ford Credit Auto Lease Trust Series 2011-A, Class A2 0.74%, 9/15/13			1,443		1,443,992
Ford Credit Auto Owner Trust Series 2009-D, Class A4 2.98%, 8/15/14			3,120		3,154,423
Huntington Auto Trust Series 2011-1A, Class A3 1.01%, 1/15/16(c)			1,240		1,247,131
Hyundai Auto Lease Securitization Trust Series 2011-A, Class A2 0.69%, 11/15/13(c)			532		531,801
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			585		587,768
Mercedes-Benz Auto Lease Trust Series 2011-B, Class A2 0.90%, 1/15/14(c)			1,802		1,804,861
Series 2012-A, Class A2 0.66%, 4/15/14			2,573		2,576,039
Navistar Financial Corp. Owner Trust Series 2012-A, Class A2 0.85%, 3/18/15(c)			2,448		2,450,375
Nissan Auto Lease Trust Series 2012-A, Class A2A 0.68%, 7/15/14			1,870		1,877,205
Porsche Innovative Lease Owner Trust Series 2011-1, Class A3 1.09%, 9/22/14(c)			2,190		2,195,823
Santander Drive Auto Receivables Trust Series 2012-3, Class A2 0.83%, 4/15/15			2,990		2,998,357
Series 2012-4, Class A2 0.79%, 8/17/15			1,502		1,506,440
SMART Trust/Australia Series 2011-2USA, Class A2A 1.22%, 11/14/13(c)			1,195		1,196,729
					33,003,737

168 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Credit Cards - Floating Rate – 1.6%
American Express Credit Account Master Trust Series 2007-8, Class A 0.54%, 5/15/15(e)	U.S.$		3,676	$	3,677,286
Series 2011-1, Class A 0.41%, 4/17/17(e)			3,350		3,359,018
Discover Card Master Trust Series 2012, Class A4 0.37%, 5/15/19(e)			1,825		1,830,906
Penarth Master Issuer PLC (1) Series 2010-2A, Class A2 0.987%, 12/18/14(c)(e)			1,700		1,702,582
Penarth Master Issuer PLC (2) Series 2012-1A, Class A1 0.807%, 3/18/14(c)(e)			2,401		2,402,479
					12,972,271
Autos - Floating Rate – 0.7%
Ford Credit Floorplan Master Owner Trust Series 2012-1, Class A 0.71%, 1/15/16(e)			3,956		3,968,661
Hyundai Floorplan Master Owner Trust Series 2009-1A, Class A 1.49%, 11/17/14(c)(e)			2,075		2,079,649
					6,048,310
Other ABS - Fixed Rate – 0.7%
CIT Canada Equipment Receivables Trust Series 2012-1A, Class A1 1.705%, 7/22/13(c)	CAD		900		913,053
CIT Equipment Collateral Series 2012-VT1, Class A3 1.10%, 8/22/16(c)	U.S.$		1,192		1,195,257
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15			851		853,900
Series 2012-A, Class A3 0.94%, 5/15/17			1,605		1,617,820
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15			707		709,202
					5,289,232
Credit Cards - Fixed Rate – 0.7%
GE Capital Credit Card Master Note Trust Series 2012-6, Class A 1.36%, 8/17/20			3,930		3,942,281

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Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21	U.S.$		1,310	$	1,317,017
					5,259,298
Other ABS - Floating Rate – 0.4%
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.727%, 6/20/17(e)			3,340		3,356,987
Total Asset-Backed Securities (cost $65,716,275)					65,929,835
COMMERCIAL MORTGAGE - BACKED SECURITIES – 4.7%
Non-Agency Fixed Rate CMBS – 3.8%
Commercial Mortgage Pass Through Certificates Series 2006-C8, Class A4 5.306%, 12/10/46			3,350		3,837,549
Greenwich Capital Commercial Funding Corp. Series 2007-GG9, Class A4 5.444%, 3/10/39			3,780		4,278,631
GS Mortgage Securities Corp. II Series 2012-GCJ7, Class A4 3.377%, 5/10/45			4,045		4,286,770
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-CB15, Class A4 5.814%, 6/12/43			2,255		2,560,900
Series 2007-LD11, Class A4 6.003%, 6/15/49			3,805		4,328,766
Series 2010-C2, Class A1 2.749%, 11/15/43(c)			1,665		1,743,891
LB-UBS Commercial Mortgage Trust Series 2006-C4, Class A4 6.064%, 6/15/38			3,220		3,709,466
Merrill Lynch Mortgage Trust Series 2005-CIP1, Class A2 4.96%, 7/12/38			1,360		1,385,724
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A4 5.414%, 7/12/46			3,265		3,713,617
					29,845,314

170 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Non-Agency Floating Rate CMBS – 0.5%
CW Capital Cobalt Ltd. Series 2007-C3, Class A4 6.005%, 5/15/46(e)	U.S.$		3,835	$	4,391,029
Agency CMBS – 0.4%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A1 2.746%, 12/25/19			3,075		3,288,113
Total Commercial Mortgage-Backed Securities (cost $35,068,205)					37,524,456
MORTGAGE PASS-THROUGHS – 3.7%
Agency Fixed Rate 30-Year – 3.2%
Federal National Mortgage Association 3.50%, 12/01/41			8,798		9,332,810
6.00%, 10/01/40			14,345		15,841,714
					25,174,524
Agency ARMs – 0.5%
Federal Home Loan Mortgage Corp. 2.963%, 5/01/38(f)			1,258		1,358,230
4.825%, 11/01/35(e)			2,472		2,603,945
					3,962,175
Total Mortgage Pass-Throughs (cost $28,683,347)					29,136,699
QUASI-SOVEREIGNS – 1.1%
Quasi-Sovereign Bonds – 1.1%
Indonesia – 0.2%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(c)			1,083		1,180,470
Kazakhstan – 0.2%
KazMunayGas National Co. 7.00%, 5/05/20(c)			1,328		1,618,155
Malaysia – 0.2%
Petronas Capital Ltd. 5.25%, 8/12/19(c)			1,500		1,765,033
South Korea – 0.3%
Korea National Oil Corp. 3.125%, 4/03/17(c)			2,070		2,152,330

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Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
United Arab Emirates – 0.2%
IPIC GMTN Ltd. 3.75%, 3/01/17(c)	U.S.$		1,695	$	1,777,631
Total Quasi-Sovereigns (cost $7,965,257)					8,493,619
AGENCIES – 1.1%
Agency Debentures – 1.1%
Federal Home Loan Mortgage Corp. 2.375%, 1/13/22 (cost $7,888,452)			7,932		8,335,707
CORPORATES - NON-INVESTMENT GRADES – 1.0%
Industrial – 0.9%
Basic – 0.2%
LyondellBasell Industries NV 5.75%, 4/15/24			1,087		1,231,028
Capital Goods – 0.3%
B/E Aerospace, Inc. 5.25%, 4/01/22			1,245		1,297,912
Ball Corp. 5.00%, 3/15/22			1,250		1,312,500
					2,610,412
Consumer Cyclical - Other – 0.3%
Host Hotels & Resorts LP 5.25%, 3/15/22(c)			830		887,063
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.375%, 3/15/22(a)(c)			1,245		1,263,675
					2,150,738
Consumer Cyclical - Retailers – 0.0%
Dollar General Corp. 4.125%, 7/15/17			336		349,440
Energy – 0.1%
Cimarex Energy Co. 5.875%, 5/01/22			596		637,720
					6,979,338

172 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Bond Inflation Protection Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Utility – 0.1%
Electric – 0.1%
CMS Energy Corp. 5.05%, 3/15/22	U.S.$		669	$	725,058
Total Corporates - Non-Investment Grades (cost $7,276,069)					7,704,396
GOVERNMENTS - SOVEREIGN BONDS – 0.4%
Indonesia – 0.2%
Republic of Indonesia 5.25%, 1/17/42(c)			1,025		1,140,313
Qatar – 0.2%
State of Qatar 4.50%, 1/20/22(c)			1,445		1,620,206
Total Governments - Sovereign Bonds (cost $2,436,913)					2,760,519
BANK LOANS – 0.1%
Industrial – 0.1%
Technology – 0.1%
Lawson Software, Inc. (fka SoftBrands, Inc.) 6.25%, 4/05/18(e) (cost $1,086,996)			1,097		1,108,530
		Shares
SHORT-TERM INVESTMENTS – 0.4%
Investment Companies – 0.4%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(g) (cost $3,510,917)			3,510,917		3,510,917
Total Investments – 141.3% (cost $1,046,709,857)					1,120,193,563
Other assets less liabilities – (41.3)%					(327,472,112	)
Net Assets – 100.0%				$	792,721,451

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FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. T-Bond 30 Yr Futures		129		December 2012	$	19,319,132	$	19,531,406	$	(212,274)
U.S. T-Note 5 Yr Futures		474		December 2012		58,839,415		59,090,766		(251,351	)
U.S. T-Note 10 Yr Futures		74		December 2012		9,817,766		9,895,188		(77,422	)
									$	(541,047	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale		EUR	1,294		USD	1,616		9/20/12	$	(10,428	)
Citibank NA		EUR	5,211		USD	6,414		9/20/12		(141,275	)
Citibank NA		USD	150		CAD	149		9/27/12		1,005
Royal Bank of Canada		CAD	1,047		USD	1,052		9/27/12		(9,498	)
Royal Bank of Scotland PLC		EUR	6,141		USD	7,604		9/20/12		(122,496	)
									$	(282,692)

INTEREST RATE SWAP CONTRACTS (see Note C)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	33,270		6/7/13		0.627	%		3 Month LIBOR	$	(76,699	)
Barclays Bank PLC		50,940		11/17/13		1.059	%		3 Month LIBOR		(574,836	)
Barclays Bank PLC		7,590		1/17/22		2.05	%		3 Month LIBOR		(334,143	)
JPMorgan Chase Bank, NA		8,040		5/17/21		3.268	%		3 Month LIBOR		(1,281,724	)
Morgan Stanley Capital Services Inc.		46,600		3/12/14		0.563	%		3 Month LIBOR		(205,458	)
Morgan Stanley Capital Services Inc.		3,990		3/6/42		2.804	%		3 Month LIBOR		(343,260	)
Morgan Stanley Capital Services Inc.		5,480		2/21/42		2.813	%		3 Month LIBOR		(416,844	)
										$	(3,232,964)

CREDIT DEFAULT SWAP CONTRACTS (see Note C)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2012			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Barclays Bank PLC.:
Bank of America Corp., 5.65% 5/01/18, 9/20/17*		1.00	%		2.21	%	$	1,320	$	(72,084)	$	(92,561)	$	20,477

174 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Bond Inflation Protection Portfolio—Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive		Implied Credit Spread at August 31, 2012		Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CSFB:
Anadarko Petroleum Corp., 5.95% 9/15/16, 9/20/17*		1.00		1.87		2,140	$	(84,274	)	$	(76,096	)	$	(8,178)
							$	(156,358)		$	(168,657)		$	12,299

* Termination date

REVERSE REPURCHASE AGREEMENTS (see Note C)

Broker	Interest Rate			Maturity		U.S. $ Value at August 31, 2012
Bank of America+		0.22	%		—	$	51,736,038
Bank of America		0.25	%		10/11/12		29,644,532
Bank of America		0.26	%		9/17/12		29,645,921
Bank of America		0.27	%		9/17/12		21,121,184
Barclays+		0.21	%		—		39,455,378
Barclays		0.24	%		9/18/12		27,497,748
Barclays		0.25	%		9/05/12		25,249,656
Barclays		0.25	%		9/12/12		6,063,480
Barclays		0.25	%		9/13/12		8,010,089
Barclays		0.25	%		10/16/12		40,690,709
Goldman		0.27	%		9/11/12		17,497,072
ING+		(0.25	)%*		—		1,223,660
Warburg+		0.21	%		—		18,869,642
Warburg		0.23	%		9/10/12		12,640,610
						$	329,345,719

+ The reverse repurchase agreement matures on demand. Interest rate resets daily and the rate shown is the rate in effect on August 31, 2012

* Interest payment due from counterparty.

(a) Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements. The market value of the collateral amounted to $333,539,458.

(b) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding. The aggregate market value of these securities amounted to $2,979,322.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $62,925,383 or 7.9% of net assets.

(d) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at August 31, 2012.

(e) Floating Rate Security. Stated interest rate was in effect at August 31, 2012.

(f) Variable rate coupon, rate shown as of August 31, 2012.

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

Currency Abbreviations:

CAD – Canadian Dollar

EUR – Euro

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Bond Inflation Protection Portfolio—Portfolio of Investments

Glossary:

ABS – Asset-Backed Securities

ARMs – Adjustable Rate Mortgages

CMBS – Commercial Mortgage-Backed Securities

FHLMC – Federal Home Loan Mortgage Corporation

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

176 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Bond Inflation Protection Portfolio—Portfolio of Investments

HIGH-YIELD PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

		Principal Amount (000)		U.S. $ Value
CORPORATES - NON-INVESTMENT GRADES – 72.5%
Industrial – 58.3%
Basic – 4.1%
Aleris International, Inc. 7.625%, 2/15/18	U.S.$		1,100	$	1,146,750
Arch Coal, Inc. 7.25%, 6/15/21(a)			594		536,085
Ashland, Inc. 4.75%, 8/15/22(b)			161		161,403
Calcipar SA 6.875%, 5/01/18(b)			479		473,013
Commercial Metals Co. 6.50%, 7/15/17			1,366		1,400,150
Consol Energy, Inc. 8.25%, 4/01/20			1,485		1,600,087
Huntsman International LLC 5.50%, 6/30/16(a)			400		400,500
8.625%, 3/15/21(a)			891		1,020,195
Ineos Finance PLC 7.50%, 5/01/20(b)			376		383,520
8.375%, 2/15/19(b)			425		447,313
JMC Steel Group 8.25%, 3/15/18(b)			736		752,560
LyondellBasell Industries NV 5.75%, 4/15/24			1,075		1,217,437
6.00%, 11/15/21			339		386,460
NewPage Corp. 10.00%, 5/01/12(c)			397		19,850
Nova Chemicals Corp. 8.625%, 11/01/19			501		571,140
Peabody Energy Corp. 6.00%, 11/15/18(b)			275		281,188
6.25%, 11/15/21(b)			659		670,532
7.375%, 11/01/16			545		609,037
Rain CII Carbon LLC/CII Carbon Corp. 8.00%, 12/01/18(b)			501		513,525
Smurfit Kappa Acquisitions 7.75%, 11/15/19(b)	EUR		500		688,645
Steel Dynamics, Inc. 6.125%, 8/15/19(b)	U.S.$		515		534,313
6.375%, 8/15/22(b)			487		504,045
TPC Group LLC 8.25%, 10/01/17			1,047		1,149,082
Weyerhaeuser Co. 7.375%, 3/15/32			685		825,765
					16,292,595

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 177

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Capital Goods – 7.3%
Alliant Techsystems, Inc. 6.875%, 9/15/20	U.S.$		320	$	343,200
Ardagh Packaging Finance PLC 7.375%, 10/15/17(b)			620		664,950
Ardagh Packaging Finance PLC/Ardagh MP Holdings USA, Inc. 7.375%, 10/15/17(b)	EUR		650		862,536
B/E Aerospace, Inc. 5.25%, 4/01/22	U.S.$		848		884,040
Berry Plastics Corp. 9.75%, 1/15/21			1,205		1,334,537
Building Materials Corp. of America 7.00%, 2/15/20(b)			689		745,843
7.50%, 3/15/20(b)			499		546,405
Cemex Finance LLC 9.50%, 12/14/16(b)			500		510,000
CNH America LLC 7.25%, 1/15/16			935		1,051,875
CNH Capital LLC 6.25%, 11/01/16(b)			262		284,270
Franz Haniel & Cie GmbH 6.25%, 2/08/18	EUR		760		1,043,395
Graphic Packaging International, Inc. 7.875%, 10/01/18	U.S.$		500		557,500
Griffon Corp. 7.125%, 4/01/18			287		300,991
HD Supply, Inc. 8.125%, 4/15/19(b)			645		699,825
Isabelle Acquisition Sub, Inc. 10.00%, 11/15/18(b)			590		622,450
KUKA AG 8.75%, 11/15/17(b)	EUR		361		502,878
Manitowoc Co., Inc. (The) 8.50%, 11/01/20	U.S.$		922		1,021,115
Masco Corp. 5.95%, 3/15/22			1,170		1,263,336
7.125%, 3/15/20			900		1,027,060
Mohawk Industries, Inc. 6.375%, 1/15/16			627		697,538
Nordenia International AG 9.75%, 7/15/17(b)	EUR		517		747,825
Plastipak Holdings, Inc. 8.50%, 12/15/15(b)	U.S.$		1,180		1,215,400
Polymer Group, Inc. 7.75%, 2/01/19			1,300		1,394,250

178 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Lu 7.125%, 4/15/19	U.S.$		712	$	767,180
7.75%, 10/15/16			118		123,605
7.875%, 8/15/19			1,190		1,316,437
8.25%, 2/15/21			2,714		2,666,505
9.00%, 4/15/19			638		648,368
Sealed Air Corp. 6.875%, 7/15/33(b)			1,320		1,221,000
8.125%, 9/15/19(b)			551		612,988
8.375%, 9/15/21(b)			241		271,125
TransDigm, Inc. 7.75%, 12/15/18			1,200		1,336,500
UR Merger Sub Corp. 8.25%, 2/01/21			750		821,250
8.375%, 9/15/20			267		285,690
9.25%, 12/15/19			650		731,250
					29,123,117
Communications - Media – 7.4%
Allbritton Communications Co. 8.00%, 5/15/18			510		549,525
Cablevision Systems Corp. 8.00%, 4/15/20			785		869,388
CCO Holdings LLC/CCO Holdings Capital Corp. 6.625%, 1/31/22			580		627,850
7.00%, 1/15/19			2,250		2,446,875
7.375%, 6/01/20			750		832,500
7.875%, 4/30/18			664		720,440
8.125%, 4/30/20			219		246,375
Cequel Communications Holdings I LLC/Cequel Capital Corp. 8.625%, 11/15/17(b)			1,015		1,089,856
Clear Channel Worldwide Holdings, Inc. Series A 7.625%, 3/15/20			100		95,500
Series B 7.625%, 3/15/20			600		582,000
9.25%, 12/15/17			1,440		1,564,200
Crown Media Holdings, Inc. 10.50%, 7/15/19			470		518,175
CSC Holdings LLC 7.625%, 7/15/18			535		608,563
DISH DBS Corp. 6.625%, 10/01/14			970		1,048,812
6.75%, 6/01/21			1,100		1,171,500

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 179

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Hughes Satellite Systems Corp. 7.625%, 6/15/21	U.S.$		965	$	1,066,325
Intelsat Jackson Holdings SA 7.25%, 10/15/20			1,900		2,052,000
11.25%, 6/15/16			123		129,458
Intelsat Luxembourg SA 11.25%, 2/04/17			1,725		1,811,250
11.50%, 2/04/17(d)			1,023		1,074,294
Kabel Deutschland Holding AG 6.50%, 7/31/17(b)	EUR		640		865,366
Lamar Media Corp. 5.875%, 2/01/22	U.S.$		459		486,540
Quebecor Media, Inc. 7.75%, 3/15/16			1,178		1,214,812
RR Donnelley & Sons Co. 7.25%, 5/15/18			824		824,000
Sinclair Television Group, Inc. 8.375%, 10/15/18			600		656,250
Townsquare Radio LLC/Townsquare Radio, Inc. 9.00%, 4/01/19(b)			332		351,090
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 7.50%, 3/15/19(b)			402		435,202
Univision Communications, Inc. 6.875%, 5/15/19(b)			1,000		1,030,000
8.50%, 5/15/21(b)			950		961,875
UPCB Finance III Ltd. 6.625%, 7/01/20(b)			550		581,625
UPCB Finance V Ltd. 7.25%, 11/15/21(b)			665		724,850
XM Satellite Radio, Inc. 7.625%, 11/01/18(b)			975		1,072,500
Ziggo Bond Co. BV 8.00%, 5/15/18(b)	EUR		745		1,028,424
					29,337,420
Communications - Telecommunications – 4.7%
Crown Castle International Corp. 7.125%, 11/01/19	U.S.$		1,000		1,087,500
eAccess Ltd. 8.25%, 4/01/18(b)			646		587,860
Fairpoint Communications, Inc./Old Series 1 13.125%, 4/02/18(c)			1,966		19,661
Frontier Communications Corp. 9.00%, 8/15/31			545		572,250

180 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Level 3 Communications, Inc. 11.875%, 2/01/19	U.S.$		743	$	828,445
Level 3 Financing, Inc. 7.00%, 6/01/20(b)			800		796,000
8.625%, 7/15/20			314		335,980
8.75%, 2/15/17			685		714,969
9.375%, 4/01/19			550		602,250
PAETEC Holding Corp. 9.875%, 12/01/18			495		560,588
Phones4u Finance PLC 9.50%, 4/01/18(b)	GBP		345		528,635
Portugal Telecom International Finance BV 5.625%, 2/08/16	EUR		725		900,515
SBA Telecommunications, Inc. 5.75%, 7/15/20(b)	U.S.$		149		155,705
Sprint Capital Corp. 6.875%, 11/15/28			1,740		1,574,700
8.75%, 3/15/32			1,180		1,191,800
Sprint Nextel Corp. 9.00%, 11/15/18(b)			945		1,115,100
Sunrise Communications Holdings SA 8.50%, 12/31/18(b)	EUR		350		482,052
Telenet Finance III Luxembourg SCA 6.625%, 2/15/21(b)			420		552,048
tw telecom holdings, Inc. 8.00%, 3/01/18	U.S.$		1,039		1,153,290
Wind Acquisition Finance SA
7.25%, 2/15/18(b)			880		807,400
11.75%, 7/15/17(b)			985		901,275
Windstream Corp. 7.50%, 4/01/23			1,465		1,486,975
7.875%, 11/01/17			675		734,062
8.125%, 9/01/18			900		958,500
					18,647,560
Consumer Cyclical - Automotive – 1.9%
Affinia Group, Inc. 9.00%, 11/30/14			380		384,750
Allison Transmission, Inc. 7.125%, 5/15/19(b)			975		1,031,062
Commercial Vehicle Group, Inc. 7.875%, 4/15/19			427		432,871
Dana Holding Corp. 6.50%, 2/15/19			140		149,450
6.75%, 2/15/21			111		119,603
Delphi Corp. 5.875%, 5/15/19			433		467,640
6.125%, 5/15/21			325		357,500

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High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
General Motors Financial Co., Inc. 6.75%, 6/01/18	U.S.$		760	$	842,645
Goodyear Tire & Rubber Co. (The) 8.75%, 8/15/20			857		955,555
Meritor, Inc. 4.625%, 3/01/26(e)			200		175,750
Navistar International Corp. 8.25%, 11/01/21			1,224		1,165,860
Schaeffler Finance BV 8.50%, 2/15/19(b)			800		878,000
UCI International, Inc. 8.625%, 2/15/19			402		401,497
					7,362,183
Consumer Cyclical - Entertainment – 0.7%
AMC Entertainment, Inc. 9.75%, 12/01/20			425		469,625
ClubCorp Club Operations, Inc. 10.00%, 12/01/18			385		418,688
Greektown Holdings LLC 10.75%, 12/01/13(f)(g)(h)			525		– 0	–
NAI Entertainment Holdings LLC 8.25%, 12/15/17(b)			837		933,255
Regal Entertainment Group 9.125%, 8/15/18(a)			1,020		1,137,300
					2,958,868
Consumer Cyclical - Other – 4.3%
Broder Brothers Co. 12.00%, 10/15/13(b)(d)			354		349,145
Caesars Entertainment Operating Co., Inc. 10.00%, 12/15/18			825		519,750
Chester Downs & Marina LLC 9.25%, 2/01/20(b)			456		460,560
CityCenter Holdings LLC/CityCenter Finance Corp. 7.625%, 1/15/16			1,111		1,180,437
DR Horton, Inc. 6.50%, 4/15/16			1,180		1,309,800
Host Hotels & Resorts LP Series Q 6.75%, 6/01/16			760		780,900
Isle of Capri Casinos, Inc. 7.75%, 3/15/19			545		579,063
Lennar Corp. Series B 6.50%, 4/15/16			1,260		1,345,050

182 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
M/I Homes, Inc. 8.625%, 11/15/18	U.S.$		790	$	840,362
Marina District Finance Co., Inc. 9.875%, 8/15/18(a)			745		717,994
MGM Resorts International 6.625%, 7/15/15			1,222		1,273,935
7.75%, 3/15/22			315		317,363
NCL Corp., Ltd. 9.50%, 11/15/18			293		322,300
11.75%, 11/15/16			500		576,250
Royal Caribbean Cruises Ltd. 7.00%, 6/15/13			1,885		1,946,262
Ryland Group, Inc. (The) 6.625%, 5/01/20			335		353,425
Shea Homes LP/Shea Homes Funding Corp. 8.625%, 5/15/19			703		782,088
Standard Pacific Corp. 8.375%, 5/15/18			500		560,000
Station Casinos, Inc. 6.625%, 3/15/18(c)(g)(h)			3,610		– 0	–
Toll Brothers Finance Corp. 5.875%, 2/15/22			525		572,281
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 7.75%, 8/15/20			1,900		2,123,250
					16,910,215
Consumer Cyclical - Restaurants – 0.2%
CKE Restaurants, Inc. 11.375%, 7/15/18			675		777,094
Consumer Cyclical - Retailers – 2.6%
Asbury Automotive Group, Inc. 8.375%, 11/15/20			357		394,485
Burlington Coat Factory Warehouse Corp. 10.00%, 2/15/19			960		1,034,400
Dollar General Corp. 4.125%, 7/15/17			486		505,440
J Crew Group, Inc. 8.125%, 3/01/19(a)			1,040		1,088,100
JC Penney Corp., Inc. 6.375%, 10/15/36			250		197,500
7.40%, 4/01/37			513		441,180
7.95%, 4/01/17			785		792,850
Limited Brands, Inc.
5.625%, 2/15/22			503		529,408
6.625%, 4/01/21			400		448,000
6.90%, 7/15/17			1,063		1,209,162

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 183

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Michaels Stores, Inc. 7.75%, 11/01/18	U.S.$		500	$	532,500
Rite Aid Corp. 8.00%, 8/15/20			1,000		1,125,000
10.25%, 10/15/19			648		730,620
Sally Holdings LLC/Sally Capital, Inc. 5.75%, 6/01/22			606		652,208
Toys R US-Delaware, Inc. 7.375%, 9/01/16(b)			805		811,037
					10,491,890
Consumer Non-Cyclical – 10.0%
Alere, Inc. 8.625%, 10/01/18			800		826,000
AMGH Merger Sub, Inc. 9.25%, 11/01/18(b)			1,299		1,406,167
ARAMARK Corp. 8.50%, 2/01/15			1,710		1,752,767
Aurora Diagnostics Holdings/Aurora Diagnostics Financing, Inc. 10.75%, 1/15/18			405		401,963
Biomet, Inc. 11.625%, 10/15/17			448		478,800
Capsugel FinanceCo SCA 9.875%, 8/01/19(b)	EUR		740		1,051,772
Care UK Health & Social Care PLC 9.75%, 8/01/17(b)	GBP		510		850,294
Catalent Pharma Solutions, Inc. 9.50%, 4/15/15(d)	U.S.$		372		381,300
CHS/Community Health Systems, Inc. 7.125%, 7/15/20			401		420,048
8.00%, 11/15/19			309		333,720
Constellation Brands, Inc. 6.00%, 5/01/22			1,107		1,243,991
ConvaTec Healthcare E SA 10.50%, 12/15/18(b)			386		411,090
Del Monte Corp. 7.625%, 2/15/19			595		594,256
Dole Food Co., Inc. 8.00%, 10/01/16(b)			500		522,500
Elan Finance PLC/Elan Finance Corp. 8.75%, 10/15/16			500		542,500
Elizabeth Arden, Inc. 7.375%, 3/15/21			445		493,950
Emergency Medical Services Corp. 8.125%, 6/01/19			1,123		1,198,802
Endo Health Solutions, Inc. 7.00%, 7/15/19			195		210,600
7.25%, 1/15/22			255		276,994

184 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Fresenius Medical Care US Finance, Inc. 6.50%, 9/15/18(b)	U.S.$		385	$	431,681
Grifols, Inc. 8.25%, 2/01/18			700		770,000
HCA Holdings, Inc. 7.75%, 5/15/21			700		761,250
HCA, Inc. 6.375%, 1/15/15			2,748		2,930,055
6.50%, 2/15/20			3,125		3,433,594
IASIS Healthcare LLC/IASIS Capital Corp. 8.375%, 5/15/19			375		357,656
Jarden Corp. 7.50%, 1/15/20			280		309,400
JBS USA LLC/JBS USA Finance, Inc. 7.25%, 6/01/21(b)			215		196,725
8.25%, 2/01/20(b)			764		725,800
Kinetic Concepts, Inc./KCI USA, Inc. 10.50%, 11/01/18(b)			1,015		1,032,762
Mead Products LLC/ACCO Brands Corp. 6.75%, 4/30/20(b)			401		424,058
Minerva Luxembourg SA 12.25%, 2/10/22(b)			325		372,125
Mylan, Inc./PA 7.875%, 7/15/20(b)			750		847,500
New Albertsons, Inc. 7.45%, 8/01/29			1,870		1,103,300
Party City Holdings, Inc. 8.875%, 8/01/20(b)			640		676,800
Pharmaceutical Product Development, Inc. 9.50%, 12/01/19(b)			995		1,109,425
Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp. 8.25%, 9/01/17			825		874,500
Post Holdings, Inc. 7.375%, 2/15/22(b)			319		336,146
Priory Group No 3 PLC 7.00%, 2/15/18(b)	GBP		525		839,874
PSS World Medical Inc. 6.375%, 3/01/22	U.S.$		500		528,750
R&R Ice Cream PLC 8.375%, 11/15/17(b)	EUR		600		792,414
Select Medical Holdings Corp. 6.494%, 9/15/15(i)	U.S.$		500		497,500
Spectrum Brands, Inc. 6.75%, 3/15/20(b)			900		945,000
Stater Bros Holdings, Inc. 7.375%, 11/15/18			390		419,250

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 185

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
STHI Holding Corp. 8.00%, 3/15/18(b)	U.S.$		175	$	186,375
Tenet Healthcare Corp. 8.875%, 7/01/19			900		1,023,750
United Surgical Partners International, Inc. 9.00%, 4/01/20(b)			382		410,173
Universal Hospital Services, Inc. 4.111%, 6/01/15(i)			895		882,694
Valeant Pharmaceuticals International 6.875%, 12/01/18(b)			825		868,313
7.00%, 10/01/20(b)			1,215		1,257,525
7.25%, 7/15/22(b)			210		216,825
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc. 7.75%, 2/01/19			600		625,500
					39,584,234
Energy – 7.3%
Antero Resources Finance Corp. 7.25%, 8/01/19			384		409,920
9.375%, 12/01/17			495		545,738
ATP Oil & Gas Corp./United States 11.875%, 5/01/15(c)			410		106,600
Atwood Oceanics, Inc. 6.50%, 2/01/20			180		192,150
Basic Energy Services, Inc. 7.75%, 2/15/19			500		495,000
Berry Petroleum Co. 6.375%, 9/15/22			607		646,455
Bill Barrett Corp. 7.625%, 10/01/19			400		416,000
Chaparral Energy, Inc. 7.625%, 11/15/22(b)			835		883,012
Chesapeake Energy Corp. 2.50%, 5/15/37			1,225		1,091,781
Cie Generale de Geophysique – Veritas 6.50%, 6/01/21			800		833,000
Cimarex Energy Co. 5.875%, 5/01/22			863		923,410
Continental Resources, Inc./OK 5.00%, 9/15/22(b)			814		848,595
7.125%, 4/01/21			150		168,000
Denbury Resources, Inc. 6.375%, 8/15/21			1,202		1,298,160
Edgen Murray Corp. 12.25%, 1/15/15			300		318,750
Energy XXI Gulf Coast, Inc. 7.75%, 6/15/19			489		519,563
9.25%, 12/15/17			800		892,000

186 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
EP Energy LLC/EP Energy Finance, Inc. 6.875%, 5/01/19(b)	U.S.$		823	$	882,667
Forest Oil Corp. 7.25%, 6/15/19			739		720,525
Hornbeck Offshore Services, Inc. 5.875%, 4/01/20			543		552,502
Key Energy Services, Inc. 6.75%, 3/01/21			466		474,155
6.75%, 3/01/21(b)			435		440,438
Laredo Petroleum, Inc. 7.375%, 5/01/22			369		396,675
Linn Energy LLC/Linn Energy Finance Corp. 6.25%, 11/01/19(b)			369		364,388
McJunkin Red Man Corp. 9.50%, 12/15/16			1,000		1,090,000
Newfield Exploration Co. 7.125%, 5/15/18			1,135		1,200,262
Offshore Group Investment Ltd. 11.50%, 8/01/15			705		779,025
11.50%, 8/01/15(b)			720		795,600
Oil States International, Inc. 6.50%, 6/01/19			722		767,125
Petroleum Geo-Services ASA 7.375%, 12/15/18(b)			348		371,490
PHI, Inc. 8.625%, 10/15/18			400		414,000
Pioneer Energy Services Corp. 9.875%, 3/15/18			716		775,070
Plains Exploration & Production Co. 6.625%, 5/01/21			500		535,000
6.75%, 2/01/22			1,485		1,603,800
Precision Drilling Corp. 6.50%, 12/15/21			299		313,950
QEP Resources, Inc. 5.375%, 10/01/22			1,100		1,127,500
Range Resources Corp. 5.75%, 6/01/21			1,060		1,127,575
SandRidge Energy, Inc. 7.50%, 3/15/21			361		365,513
7.50%, 2/15/23(b)			280		281,400
8.125%, 10/15/22(b)			435		454,575
8.75%, 1/15/20			775		825,375
SESI LLC 7.125%, 12/15/21			563		626,337
Tesoro Corp. 6.25%, 11/01/12			680		683,400
W&T Offshore, Inc. 8.50%, 6/15/19			550		592,625
					29,149,106

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 187

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Other Industrial – 1.0%
A123 Systems, Inc. 3.75%, 4/15/16	U.S.$		650	$	238,875
Briggs & Stratton Corp. 6.875%, 12/15/20			152		164,920
Brightstar Corp. 9.50%, 12/01/16(b)			883		927,150
Hologic, Inc. 6.25%, 8/01/20(b)			291		308,096
Interline Brands, Inc./NJ 7.00%, 11/15/18			704		748,880
Neenah Foundry Co. 15.00%, 7/29/15(d)(h)			347		311,688
New Enterprise Stone & Lime Co., Inc. 11.00%, 9/01/18			950		662,625
Rexel SA 6.125%, 12/15/19(b)			645		661,125
					4,023,359
Services – 2.0%
Live Nation Entertainment, Inc. 7.00%, 9/01/20(b)			284		290,035
Lottomatica SpA 8.25%, 3/31/66(b)	EUR		730		863,102
Mobile Mini, Inc. 7.875%, 12/01/20	U.S.$		309		331,403
Realogy Corp. 7.625%, 1/15/20(b)			449		489,410
Sabre, Inc. 8.50%, 5/15/19(b)			847		877,704
Service Corp. International/US 6.75%, 4/01/16			1,560		1,731,600
ServiceMaster Co./TN 7.00%, 8/15/20(b)			319		324,583
8.00%, 2/15/20			342		364,657
Ticketmaster Entertainment LLC/Ticketmaster Noteco, Inc. 10.75%, 8/01/16			440		465,304
Travelport LLC/Travelport, Inc. 9.00%, 3/01/16			566		401,860
West Corp. 7.875%, 1/15/19			1,750		1,732,500
					7,872,158
Technology – 4.0%
Advanced Micro Devices, Inc. 7.75%, 8/01/20			121		123,420
8.125%, 12/15/17			202		212,100

188 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Avaya, Inc. 7.00%, 4/01/19(b)	U.S.$		102	$	93,330
9.75%, 11/01/15			490		425,075
CDW LLC/CDW Finance Corp. 8.00%, 12/15/18			671		744,810
8.50%, 4/01/19			1,049		1,148,655
Ceridian Corp. 8.875%, 7/15/19(b)			821		880,522
CommScope, Inc. 8.25%, 1/15/19(b)			760		814,150
CPI International, Inc. 8.00%, 2/15/18			704		662,640
First Data Corp. 6.75%, 11/01/20(b)			652		643,850
7.375%, 6/15/19(b)			3,600		3,708,000
Freescale Semiconductor, Inc. 8.875%, 12/15/14			306		312,885
10.125%, 12/15/16			212		221,540
GXS Worldwide, Inc. 9.75%, 6/15/15			600		619,500
Infor US, Inc. 9.375%, 4/01/19(b)			318		344,235
Iron Mountain, Inc. 5.75%, 8/15/24			533		538,330
Lawson Software, Inc. 10.00%, 4/01/19(b)	EUR		251		337,807
NXP BV/NXP Funding LLC 3.205%, 10/15/13(i)	U.S.$		118		117,853
Sanmina-SCI Corp. 7.00%, 5/15/19(a)(b)			603		606,015
Seagate HDD Cayman 7.00%, 11/01/21			769		822,830
Sensata Technologies BV 6.50%, 5/15/19(b)			800		845,000
Serena Software, Inc. 10.375%, 3/15/16			875		901,250
SunGard Data Systems, Inc. 7.625%, 11/15/20			800		858,000
					15,981,797
Transportation - Airlines – 0.2%
Delta Air Lines, Inc. 9.50%, 9/15/14(b)			345		362,250
TAM Capital 3, Inc. 8.375%, 6/03/21(b)			465		502,200
					864,450

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 189

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Transportation - Railroads – 0.0%
Florida East Coast Railway Corp. 8.125%, 2/01/17	U.S.$		164	$	172,200
Transportation - Services – 0.6%
Avis Budget Car Rental LLC/Avis Budget Finance, Inc. 7.75%, 5/15/16(a)			867		891,935
Hertz Corp. (The) 6.75%, 4/15/19			1,236		1,297,800
					2,189,735
					231,737,981
Financial Institutions – 7.9%
Banking – 1.5%
ABN Amro Bank NV 4.31%, 3/10/16	EUR		980		887,504
Barclays Bank PLC 4.75%, 3/15/20			520		369,542
BBVA International Preferred SAU 5.919%, 4/18/17	U.S.$		400		265,231
HBOS Capital Funding No2 LP 6.071%, 6/30/14(b)			665		482,258
HT1 Funding GmbH 6.352%, 6/30/17	EUR		825		665,675
LBG Capital No.1 PLC 8.00%, 6/15/20(b)	U.S.$		1,150		1,035,000
Regions Financing Trust II 6.625%, 5/15/47			650		627,250
Swedbank AB 5.75%, 3/17/16	GBP		340		525,293
UBS AG/Jersey 4.28%, 4/15/15	EUR		820		902,471
					5,760,224
Brokerage – 0.5%
E*Trade Financial Corp. 6.75%, 6/01/16	U.S.$		329		342,160
Lehman Brothers Holdings, Inc. 5.625%, 1/24/13(f)			5,500		1,368,125
Nuveen Investments, Inc. 10.50%, 11/15/15			430		437,525
					2,147,810
Finance – 4.2%
Air Lease Corp. 5.625%, 4/01/17(b)			294		293,265
Ally Financial, Inc. 4.625%, 6/26/15			1,625		1,667,676

190 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
6.75%, 12/01/14	U.S.$		760	$	819,582
8.00%, 11/01/31			501		594,684
Series 8 6.75%, 12/01/14			1,657		1,785,417
Capmark Financial Group, Inc. 7.875%, 5/10/12			1,666		– 0	–
Series B 9.00%, 9/30/15(i)			21		21,127
CIT Group, Inc. 5.25%, 3/15/18			2,125		2,215,312
7.00%, 5/02/16-5/02/17(b)			3,247		3,254,754
International Lease Finance Corp. 5.875%, 4/01/19			2,930		3,021,196
6.375%, 3/25/13			1,715		1,751,444
Residential Capital LLC 9.625%, 5/15/15(c)			375		375,937
Sistema International Funding SA 6.95%, 5/17/19(b)			850		870,272
					16,670,666
Insurance – 0.6%
Genworth Financial, Inc. 6.15%, 11/15/66			1,445		867,000
Liberty Mutual Group, Inc. 7.80%, 3/15/37(b)			410		434,088
XL Group PLC Series E 6.50%, 4/15/17			1,020		929,475
					2,230,563
Other Finance – 0.8%
FTI Consulting, Inc. 6.75%, 10/01/20			500		533,750
Icahn Enterprises LP/Icahn Enterprises Finance Corp. 8.00%, 1/15/18(b)			341		363,165
8.00%, 1/15/18			1,140		1,214,100
iPayment Holdings, Inc. 15.00%, 11/15/18(d)			293		249,314
iPayment, Inc. 10.25%, 5/15/18			860		786,900
					3,147,229
REITS – 0.3%
DDR Corp. 7.875%, 9/01/20			1,000		1,238,565
					31,195,057
Utility – 6.3%
Electric – 4.2%
AES Corp. (The) 7.375%, 7/01/21			489		559,905

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 191

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
7.75%, 3/01/14	U.S.$		630	$	685,125
8.00%, 10/15/17			1,240		1,447,700
Calpine Corp. 7.25%, 10/15/17(b)			2,250		2,407,500
7.875%, 1/15/23(b)			500		565,000
CMS Energy Corp. 6.25%, 2/01/20			1,000		1,148,970
DPL Inc 7.25%, 10/15/21(b)			850		969,000
EDP Finance BV 4.90%, 10/01/19(b)			105		93,975
5.875%, 2/01/16(b)	EUR		430		539,372
6.00%, 2/02/18(b)	U.S.$		705		669,468
Energy Future Holdings Corp. 10.00%, 1/15/20(j)			694		765,135
Series Q 6.50%, 11/15/24			481		274,170
Energy Future Intermediate Holding Co. LLC/EFIH Finance, Inc. 10.00%, 12/01/20			792		889,020
GenOn Americas Generation LLC 8.50%, 10/01/21			725		764,875
GenOn Energy, Inc. 7.875%, 6/15/17			840		887,250
NRG Energy, Inc. 7.375%, 1/15/17			570		592,800
7.875%, 5/15/21			901		964,070
8.25%, 9/01/20			975		1,050,562
PPL Capital Funding, Inc. Series A 6.70%, 3/30/67			800		821,000
Texas Competitive Electric Holdings Co. LLC/TCEH Finance, Inc. 11.50%, 10/01/20(b)			761		612,605
					16,707,502
Natural Gas – 2.1%
Access Midstream Partners LP/ACMP Finance Corp. 6.125%, 7/15/22			216		224,100
El Paso LLC Series G 7.375%, 12/15/12			385		389,958
7.75%, 1/15/32			855		1,006,645
Enterprise Products Operating LLC Series A 8.375%, 8/01/66			1,620		1,814,400
Kinder Morgan Finance Co. ULC 5.70%, 1/05/16			1,765		1,901,180

192 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
MarkWest Energy Partners LP/MarkWest Energy Finance Corp. 6.50%, 8/15/21	U.S.$		1,600	$	1,716,000
Suburban Propane Partners LP/Suburban Energy Finance Corp. 7.375%, 8/01/21(b)			819		864,045
Targa Resources Partners LP/Targa Resources Partners Finance Corp. 6.875%, 2/01/21			330		354,750
					8,271,078
					24,978,580
Total Corporates - Non-Investment Grades (cost $274,165,208)					287,911,618
CORPORATES - INVESTMENT GRADES – 6.3%
Financial Institutions – 3.3%
Banking – 1.4%
BNP Paribas SA 8.667%, 9/11/13	EUR		650		815,526
Citigroup, Inc. 4.45%, 1/10/17	U.S.$		630		678,751
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 8.375%, 7/26/16			410		426,502
Countrywide Financial Corp. 6.25%, 5/15/16			731		785,424
HSBC Capital Funding LP/Jersey 4.61%, 6/27/13(b)			880		872,382
10.176%, 6/30/30(b)			544		729,383
Lloyds TSB Bank PLC 11.875%, 12/16/21(b)	EUR		580		814,890
Sovereign Bank/Wilmington DE 8.75%, 5/30/18	U.S.$		360		405,778
					5,528,636
Finance – 0.5%
General Electric Capital Corp. 7.125%, 6/15/22			800		873,792
SLM Corp. 7.25%, 1/25/22			335		361,800
8.00%, 3/25/20			580		656,850
Series A 5.00%, 10/01/13			400		412,000
					2,304,442

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 193

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Insurance – 1.0%
American International Group, Inc. 6.82%, 11/15/37(b)	U.S.$		722	$	903,503
Assured Guaranty US Holdings, Inc. Series A 6.40%, 12/15/66			165		124,575
Metlife Capital Trust IV 7.875%, 12/15/37(b)			750		877,500
Mitsui Sumitomo Insurance Co., Ltd. 7.00%, 3/15/72(b)			489		518,490
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(b)			575		782,316
Swiss Re Capital I LP 6.854%, 5/25/16(b)			700		693,000
					3,899,384
REITS – 0.4%
Entertainment Properties Trust 7.75%, 7/15/20			842		938,068
Senior Housing Properties Trust 6.75%, 12/15/21			600		670,986
					1,609,054
					13,341,516
Industrial – 2.7%
Basic – 0.6%
ArcelorMittal 6.50%, 2/25/22			865		840,131
Basell Finance Co. BV 8.10%, 3/15/27(b)			569		759,615
Domtar Corp. 7.125%, 8/15/15			626		709,647
					2,309,393
Capital Goods – 0.1%
Tyco International Finance SA 8.50%, 1/15/19			375		503,562
Communications - Media – 0.4%
Virgin Media Secured Finance PLC 6.50%, 1/15/18			1,500		1,635,000
Communications - Telecommunications – 0.2%
Qwest Corp. 6.875%, 9/15/33			720		725,436
Consumer Cyclical - Automotive – 0.3%
Ford Motor Credit Co. LLC 7.00%, 10/01/13			949		1,007,534

194 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Consumer Cyclical - Other – 0.2%
Seminole Indian Tribe of Florida 6.535%, 10/01/20(b)	U.S.$		94	$	97,368
7.75%, 10/01/17(b)			631		694,100
					791,468
Consumer Cyclical - Retailers – 0.3%
Macy’s Retail Holdings, Inc. 5.90%, 12/01/16			945		1,100,803
Energy – 0.6%
National Oilwell Varco, Inc. Series B 6.125%, 8/15/15			856		867,542
Petrohawk Energy Corp. 7.25%, 8/15/18			450		513,681
Pioneer Natural Resources Co. 5.875%, 7/15/16			995		1,135,226
					2,516,449
					10,589,645
Non Corporate Sectors – 0.3%
Agencies - Not Government Guaranteed – 0.3%
Petrobras International Finance Co. – Pifco 5.375%, 1/27/21			1,050		1,168,472
Total Corporates - Investment Grades (cost $21,978,249)					25,099,633
GOVERNMENTS - TREASURIES – 4.6%
Canada – 0.8%
Canadian Government Bond 2.00%, 6/01/16	CAD		550		572,664
2.75%, 9/01/16			2,400		2,570,745
					3,143,409
United Kingdom – 0.7%
United Kingdom Gilt 2.00%, 1/22/16	GBP		1,725		2,896,182
United States – 3.1%
U.S. Treasury Bonds 3.125%, 11/15/41	U.S.$		3,150		3,452,205
3.125%, 2/15/42(k)			5,885		6,443,157
4.75%, 2/15/37			875		1,239,765

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 195

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
U.S. Treasury Notes 2.125%, 8/15/21(k)	U.S.$		1,195	$	1,269,887
					12,405,014
Total Governments - Treasuries (cost $17,436,952)					18,444,605
EMERGING MARKETS - CORPORATE BONDS – 2.9%
Industrial – 2.8%
Basic – 1.1%
Evraz Group SA 9.50%, 4/24/18(b)			720		787,500
Novelis, Inc./GA 8.75%, 12/15/20			1,976		2,208,180
Severstal OAO Via Steel Capital SA 9.25%, 4/19/14(b)			508		549,824
Vedanta Resources PLC 8.75%, 1/15/14(b)			900		936,000
					4,481,504
Communications - Media – 0.2%
Columbus International, Inc. 11.50%, 11/20/14(b)			698		757,330
Communications - Telecommunications – 0.2%
VimpelCom Holdings BV 7.504%, 3/01/22(b)			800		812,000
Consumer Cyclical - Other – 0.3%
Corp. GEO SAB de CV 8.875%, 3/27/22(b)			855		850,725
MCE Finance Ltd. 10.25%, 5/15/18			460		523,250
					1,373,975
Consumer Non-Cyclical – 0.4%
Corp. Azucarera del Peru SA 6.375%, 8/02/22(b)			562		584,506
Foodcorp Pty Ltd. 8.75%, 3/01/18(b)	EUR		642		835,770
					1,420,276
Energy – 0.1%
Golden Close Maritime Corp,. Ltd 11.00%, 12/09/15	U.S.$		400		428,143
Other Industrial – 0.2%
Marfrig Holding Europe BV 8.375%, 5/09/18(b)			397		313,630

196 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
New Reclamation Group Pty Ltd. (The) 8.125%, 2/01/13(b)	EUR		459	$	438,884
					752,514
Technology – 0.1%
MMI International Ltd. 8.00%, 3/01/17(b)	U.S.$		475		489,250
Transportation - Services – 0.2%
Inversiones Alsacia SA 8.00%, 8/18/18(b)			748		774,018
					11,289,010
Financial Institutions – 0.1%
Banking – 0.1%
Turkiye Vakiflar Bankasi Tao 5.75%, 4/24/17(b)			425		448,408
Total Emerging Markets - Corporate Bonds (cost $11,339,398)					11,737,418
BANK LOANS – 2.8%
Industrial – 2.4%
Basic – 0.3%
Newpage Corporation 8.00%, 3/08/13(i)			750		757,035
Patriot Coal Corporation 9.25%, 12/31/13(i)			250		252,812
					1,009,847
Consumer Cyclical - Automotive – 0.5%
Navistar, Inc. 7.00%, 8/17/17(i)			600		602,850
Schaeffler AG 6.00%, 1/27/17(i)			448		448,854
TI Group Automotive Systems, L.L.C. 6.75%, 3/14/18(i)			798		774,060
					1,825,764
Consumer Cyclical - Entertainment – 0.5%
ClubCorp Club Operations Inc. 6.00%, 11/30/16(i)			542		541,300
Las Vegas Sands, LLC 2.84%, 11/23/16(i)			1,344		1,321,269
					1,862,569
Consumer Cyclical - Other – 0.3%
Harrah’s Las Vegas Propco, LLC 3.23%, 2/13/13(i)			1,500		1,158,000

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 197

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Consumer Non-Cyclical – 0.1%
Immucor Inc. (fka IVD Acquisition Corporation) 5.75%, 8/17/18(i)	U.S.$		596	$	596,691
Other Industrial – 0.2%
Harbor Freight Tools USA, Inc./Central Puchasing LLC 5.50%, 11/14/17(i)			500		499,295
Kinetic Concepts, Inc. 7.00%, 5/04/18(i)			398		401,315
					900,610
Services – 0.1%
Advantage Sales & Marketing Inc. 5.25%, 12/18/17(i)			222		221,417
Technology – 0.4%
Blackboard Inc. 11.50%, 4/04/19(i)			1,100		1,015,663
Eastman Kodak Company 8.50%, 7/20/13(i)			191		188,970
Smart Modular Technologies (Global), Inc. 8.25%, 8/26/17(i)			693		568,260
					1,772,893
					9,347,791
Financial Institutions – 0.4%
Finance – 0.4%
iStar Financial, Inc. 5.25%, 3/19/16(i)			509		510,132
7.00%, 6/30/14(i)			1,100		1,101,034
					1,611,166
Total Bank Loans (cost $11,140,148)					10,958,957
EMERGING MARKETS - SOVEREIGNS – 2.1%
Argentina – 0.5%
Argentina Bonos 7.00%, 10/03/15			2,100		1,770,825
Hungary – 0.3%
Hungary Government International Bond 6.375%, 3/29/21			1,130		1,203,450
Turkey – 0.3%
Republic of Turkey 6.25%, 9/26/22			1,051		1,271,710

198 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Ukraine – 0.2%
Ukraine Government International Bond 6.75%, 11/14/17(b)	U.S.$		930	$	843,975
					843,975
Venezuela – 0.8%
Republic of Venezuela 7.00%, 3/31/38(b)			4,675		3,260,812
Total Emerging Markets - Sovereigns (cost $7,003,599)					8,350,772
COMMERCIAL MORTGAGE-BACKED SECURITIES – 1.8%
Non-Agency Fixed Rate CMBS – 1.7%
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-CD1, Class AJ 5.393%, 7/15/44			2,500		2,531,405
Credit Suisse First Boston Mortgage Securities Corp. Series 2005-C6, Class AJ 5.23%, 12/15/40			1,000		1,033,308
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-LD12, Class AM 6.247%, 2/15/51			285		293,270
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class AJ 5.276%, 2/15/41			537		496,378
Morgan Stanley Capital I, Inc. Series 2007-T27, Class AJ 5.823%, 6/11/42			970		917,552
WFDB Commercial Mortgage Trust Series 2011-BXR, Class E 6.403%, 7/05/24(b)			1,300		1,346,055
					6,617,968
Non-Agency Floating Rate CMBS – 0.1%
WF-RBS Commercial Mortgage Trust Series 2011-C4, Class D 5.417%, 6/15/44(b)(j)			390		364,942
Total Commercial Mortgage-Backed Securities (cost $6,506,712)					6,982,910

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 199

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
QUASI-SOVEREIGNS – 1.6%
Quasi-Sovereign Bonds – 1.6%
Kazakhstan – 0.7%
Kazatomprom Natsionalnaya Atomnaya Kompaniya AO 6.25%, 5/20/15(b)	U.S.$		875	$	958,125
KazMunayGas National Co. 8.375%, 7/02/13(b)			400		420,100
9.125%, 7/02/18(b)			950		1,234,459
					2,612,684
Russia – 0.3%
Russian Agricultural Bank OJSC Via RSHB Capital SA 6.299%, 5/15/17(b)			955		1,044,579
Trinidad & Tobago – 0.2%
Petroleum Co. of Trinidad & Tobago Ltd. 9.75%, 8/14/19(b)			750		954,375
United States – 0.3%
Citgo Petroleum Corp. 11.50%, 7/01/17(b)			891		1,024,650
Venezuela – 0.1%
Petroleos de Venezuela SA 5.25%, 4/12/17(b)			800		614,000
Total Quasi-Sovereigns (cost $4,998,569)					6,250,288
ASSET-BACKED SECURITIES – 1.2%
Home Equity Loans - Fixed Rate – 0.7%
Countrywide Asset-Backed Certificates Series 2005-7, Class AF5W 5.054%, 10/25/35			737		523,157
Series 2006-15, Class A6 5.826%, 10/25/46			1,382		1,110,260
Lehman XS Trust Series 2007-6, Class 3A5 5.72%, 5/25/37			1,406		1,161,855
					2,795,272
Home Equity Loans - Floating Rate – 0.5%
Credit-Based Asset Servicing and Securitization LLC Series 2007-CB2, Class A2C 5.623%, 2/25/37(i)			1,750		1,003,394

200 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
GSAA Trust Series 2006-6, Class AF5 5.003%, 3/25/36(i)	U.S.$		1,450	$	813,332
					1,816,726
Total Asset-Backed Securities (cost $4,586,558)					4,611,998
		Shares
PREFERRED STOCKS – 1.1%
Financial Institutions – 1.1%
Banking – 0.8%
Citigroup Capital XIII 7.875%(j)			5,000		137,700
Royal Bank of Scotland Group PLC 6.40%			60,000		1,260,000
US Bancorp 6.50%			35,000		1,038,450
Zions Bancorporation 9.50%			27,300		718,809
					3,154,959
REITS – 0.3%
Health Care REIT, Inc. 6.50%			13,825		373,275
Sovereign Real Estate Investment Trust 12.00%(b)			624		696,434
					1,069,709
					4,224,668
Non Corporate Sectors – 0.0%
Agencies - Government Sponsored – 0.0%
Federal Home Loan Mortgage Corp. Series Z 8.375%			36,525		33,968
Total Preferred Stocks (cost $4,790,325)					4,258,636
		Principal Amount (000)
COLLATERALIZED MORTGAGE OBLIGATIONS – 0.8%
Non-Agency Floating Rate – 0.5%
Greenpoint Mortgage Funding Trust Series 2007-AR3, Class A1 0.456%, 6/25/37(i)	U.S.$		649		411,890
Harborview Mortgage Loan Trust Series 2007-4, Class 2A1 0.457%, 7/19/47(i)			992		682,492

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 201

High-Yield Portfolio—Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Lehman XS Trust Series 2007-4N, Class 3A2A 0.898%, 3/25/47(i)	U.S.$		306	$	199,453
Structured Asset Mortgage Investments, Inc. Series 2007-AR6, Class A1 1.648%, 8/25/47(i)			997		632,077
					1,925,912
Non-Agency Fixed Rate – 0.3%
Indymac Index Mortgage Loan Trust 5.199%, 11/25/36			1,507		1,255,795
Total Collateralized Mortgage Obligations (cost $3,164,792)					3,181,707
GOVERNMENTS - SOVEREIGN BONDS – 0.5%
Croatia – 0.3%
Republic of Croatia 6.25%, 4/27/17(b)			1,060		1,118,596
Lithuania – 0.2%
Republic of Lithuania 6.625%, 2/01/22(b)			752		893,000
Total Governments - Sovereign Bonds (cost $1,809,151)					2,011,596
		Shares
COMMON STOCKS – 0.4%
Beazer Homes USA, Inc.(f)			77,500		227,850
Capmark Financial Group, Inc.(f)			43		1,092
Fairpoint Communications, Inc.(f)			7,175		46,853
Greektown Superholdings, Inc.(f)(g)(h)			397		23,820
Keystone Automotive Operations, Inc.(g)(h)			61,065		732,777
Meritor, Inc.(f)			23,430		104,732
Neenah Enterprises, Inc.(f)(g)(h)			58,199		378,294
Voyager Learning Exchange(c)(g)(h)			982,000		1
Total Common Stocks (cost $3,242,085)					1,515,419
LOCAL GOVERNMENTS - MUNICIPAL BONDS – 0.3%
United States – 0.3%
California GO 7.60%, 11/01/40			325		440,492
7.95%, 3/01/36			700		839,027
Total Local Governments - Municipal Bonds (cost $1,030,553)					1,279,519

202 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

	Shares		U.S. $ Value
GOVERNMENTS - SOVEREIGN AGENCIES – 0.1%
Norway – 0.1%
Eksportfinans ASA 2.375%, 5/25/16 (cost $464,192)		539	$	493,185
	Contracts
OPTIONS PURCHASED - PUTS – 0.0%
Options on Funds and Investment Trusts – 0.0%
SPDR S&P 500 ETF Trust Expiration: Sep 2012, Exercise Price: $132.00(f)(l)		401		13,634
SPDR S&P 500 ETF Trust Expiration: Oct 2012, Exercise Price: $132.00(f)(l)		326		38,468
SPDR S&P 500 ETF Trust Expiration: Sep 2012, Exercise Price: $135.00(f)(l)		640		38,720
SPDR S&P 500 ETF Trust Expiration: Nov 2012, Exercise Price: $137.00(f)(l)		207		67,482
				158,304
Options on Forward Contracts – 0.0%
AUD/USD Expiration: Sep 2012, Exercise Price: AUD1.0012(f)(m)		25,200,000		3,723
Total Options Purchased - Puts (cost $1,028,657)				162,027
OPTIONS PURCHASED - CALLS – 0.0%
Options on Equities – 0.0%
Beazer Homes USA, Inc. Expiration: Jan 2013, Exercise Price: $3.00(f)(l) (cost $22,832)		800		36,000
	Shares
WARRANTS – 0.0%
Fairpoint Communications, Inc., expiring 1/24/18(f)(g)(h)		12,231		– 0	–
Ipayment Holdings, Inc., expiring 11/15/18(f)		272		– 0	–
Talon Equity Co., expiring 11/24/24(f)(g)(h)		671		– 0	–
Total Warrants (cost $0)				– 0	–

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 203

High-Yield Portfolio—Portfolio of Investments

	Shares	U.S. $ Value
SHORT-TERM INVESTMENTS – 1.4%
Investment Companies – 1.4%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(n) (cost $5,560,564)	5,560,564	$	5,560,564
Total Investments – 100.4% (cost $380,268,544)			398,846,852
Other assets less liabilities – (0.4)%			(1,638,927	)
Net Assets – 100.0%		$	397,207,925

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank NA		EUR	439		USD$	541		9/10/12	$	(11,927	)
Credit Suisse London Branch (GFX)		EUR	414		USD	519		9/10/12		(2,489	)
Deutsche Bank AG London		CAD	3,228		USD	3,241		9/27/12		(32,085	)
Goldman Sachs Capital Markets LP		USD	740		GBP	471		9/20/12		8,652
Goldman Sachs Capital Markets LP		USD	1,156		ZAR	9,752		10/04/12		(158	)
Goldman Sachs International		TRY	2,268		USD	1,235		9/06/12		(11,198	)
Goldman Sachs International		GBP	3,734		USD	5,823		9/20/12		(105,363	)
Goldman Sachs International		EUR	239		USD	291		10/17/12		(9,560	)
State Street Bank & Trust Co.		USD	1,239		TRY	2,254		9/06/12		(82	)
State Street Bank & Trust Co.		EUR	393		USD	478		9/20/12		(15,679	)
State Street Bank & Trust Co.		EUR	13,292		USD	16,312		10/17/12		(415,116	)
									$	(595,005	)

CREDIT DEFAULT SWAPTIONS WRITTEN (see Note C)

Description	Counter- party	Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
CDX-NAHYS18V1-5 Year Index(l)	Bank of America, NA		Sell		94.00	%		9/19/12	$	11,900	$	476,000	$	(23,613	)
CDX-NAHYS18V2-5 Year Index(l)	Bank of America, NA		Sell		93.00			9/19/12		8,100		270,240		(6,515	)
CDX-NAHYS18V2-5 Year Index(l)	Bank of America, NA		Sell		96.00			11/21/12		4,000		104,148		(50,754	)

204 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

Description	Counter- party	Buy/Sell Protection		Strike Rate			Expiration Date		Notional Amount (000)		Premiums Received		Market Value
CDX-NAHYS18V2-5 Year Index(l)	Morgan Stanley Capital Services Inc		Sell		95.00	%		10/17/12	$	5,958	$	146,743	$	(28,649	)
											$	997,131	$	(109,531	)

INTEREST RATE SWAP CONTRACTS (see Note C)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Citibank NA	$	10,670		6/11/22		1.83	%		3 Month LIBOR	$	(224,486	)
Morgan Stanley Capital Services, Inc.		3,455		2/17/22		2.01	%		3 Month LIBOR		(132,698	)
										$	(357,184	)

CREDIT DEFAULT SWAP CONTRACTS (see Note C)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2012			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Bank of America, NA: Fiat SpA, 6.625% 2/15/13, 3/20/17*		(5.00	)%		7.78	%	EUR	380	$	43,696		$	38,975	$	4,721
Barclays Bank PLC: Bolivarian Republic of Venezuela, 9.25% 9/15/27, 6/20/16*		(5.00	)		7.90		$	2,800		221,301			423,666		(202,365	)
Liz Claiborne Inc., 5% 7/8/13, 12/20/13*		(5.00	)		0.93			180		(11,308	)		1,847		(13,155	)
Nokia OYJ, 6.750% 2/04/19, 9/20/14*		(5.00	)		6.45			1,420		24,594			117,307		(92,713	)
The McClatchy Co., 5.75% 9/1/17, 12/20/13*		(5.00	)		3.89			180		(2,974	)		3,463		(6,437	)
Citibank NA: CDX-NAHYS17V3-5 Year Index, 12/20/16*		(5.00	)		5.10			2,880		(18,400	)		73,408		(91,808	)
Goldman Sachs Bank USA: CDX-NAHYS11V17 5 Year Index, 12/20/13*		– 0	–		77.68			464		277,356			132,476		144,880
CDX-NAHYS18V1-5 Year Index, 6/20/17*		(5.00	)		5.43			7,940		53,483			190,704		(137,221	)
CDX-NAIGS18V1-5 Year Index, 6/20/17*		(1.00	)		1.02			16,500		(19,186	)		94,774		(113,960	)
JPMorgan Chase Bank NA: Beazer Homes USA, Inc., 9.125% 6/15/18, 9/20/18*		(5.00	)		6.88			810		62,096			89,505		(27,409	)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 205

High-Yield Portfolio—Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2012			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
CDX-NAIGS17V1-5 Year, 12/20/16*		(1.00	)%		0.93	%	$	8,300	$	(42,395	)	$	134,492		$	(176,887	)
MBIA, Inc., 6.625% 10/1/28, 12/20/13*		(5.00	)		10.03			370		18,095			19,971			(1,876	)
Morgan Stanley Capital Services, Inc.:
CDX-EMS17V1-5 Year Index, 6/20/17*		(5.00	)		2.43			9,800		(1,199,411	)		(1,165,009	)		(34,402	)
CDX-NAHYS18V1-5 Year Index, 6/20/17*		(5.00	)		5.43			3,960		26,675			241,820			(215,145	)
CDX-NAHYS18V2-5 Year, 6/20/2017*		(5.00	)		5.43			5,970		40,213			346,496			(306,283	)
Sale Contracts
Bank of America NA: Amkor Technology, Inc., 7.375%, 5/01/18, 6/20/17*		5.00			6.15			640		(24,019	)		(22,702	)		(1,317	)
Boyd Gaming Corp., 6.75% 4/15/14, 3/20/16*		5.00			8.95			860		(93,524	)		(40,821	)		(52,703	)
Sanmina-SCI Corp., 8.125% 3/01/16, 6/20/17*		5.00			4.96			640		6,641			(34,930	)		41,571
Barclays Bank PLC:
CDX-NAIGS15V1 5 Year Index, 12/20/15*		1.00			3.98			500		(37,254	)		(48,872	)		11,618
Community Health Systems, 8.875% 7/15/15, 6/20/16*		5.00			4.21			800		27,953			(19,044	)		46,997
Freescale Semiconductor Inc., 8.875% 12/15/14, 6/20/16*		5.00			6.94			1,850		(109,916	)		(38,526	)		(71,390	)
Health Management Associates, Inc., 6.125%, 4/15/16, 6/20/17*		5.00			4.65			640		14,945			(3,688	)		18,633
MGM Resorts International, 7.625% 1/15/17, 6/20/17		5.00			7.06			470		(34,207	)		(25,186	)		(9,021	)
Nokia OYJ, 6.750% 2/04/19, 9/20/17*		5.00			8.96			890		(121,879	)		(163,174	)		41,295
NXP BV, 8.625% 10/15/13, 3/20/16*		5.00			4.43			550		14,149			23,011			(8,862	)
Owens-Illinois, Inc., 7.8% 5/15/18, 6/20/17*		5.00			3.38			430		34,174			29,315			4,859
Univision Communications Inc. 8.5%, 5/15/21, 6/20/16*		5.00			5.65			550		(8,189	)		(12,888	)		4,699
Virgin Media Finance PLC, 9.50%, 8/15/16, 6/20/17*		5.00			3.31			650		53,784			18,091			35,693
Citibank NA:
ITRAXX-XOVERS17V1-5Year, 6/20/17*		5.00			5.91		EUR	4,840		(150,075	)		(456,742	)		306,667

206 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2012			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Credit Suisse International:
CDX-NAHYS15V1 5 Year Index, 12/20/15*		5.00	%		4.48	%	$	2,800	$	(77,223	)	$	(200,210	)	$	122,987
CDX-NAHYS15V1 5 Year Index, 12/20/15*		5.00			4.48			2,500		(68,949	)		(180,161	)		111,212
Ford Motor Co., 6.5%, 8/01/18, 6/20/16*		5.00			2.54			1,100		107,554			77,035			30,519
MGM Resorts International, 5.875% 2/27/14, 3/20/16*		5.00			5.61			1,700		(25,214	)		(38,642	)		13,428
MGM Resorts International, 7.625% 1/15/17, 6/20/13*		5.00			1.61			800		29,597			7,319			22,278
Wind Acquisition Finance S.A., 11.00% 12/01/15, 6/20/16*		5.00			12.34			1,320		(257,301	)		45,350			(302,651	)
Goldman Sachs Bank USA:
CDX-NAHY15V1 3 Year Index, 12/20/13*		5.00			17.23			4,451		(565,737	)		(516,822	)		(48,915	)
CDX-NAIGS15V1 5 Year Index, 12/20/15*		1.00			3.98			900		(67,058	)		(89,120	)		22,062
Chesapeake Energy Corp., 6.625% 8/15/20, 6/20/17*		5.00			6.39			1,250		(53,875	)		(84,819	)		30,944
ConvaTec Healthcare E S.A., 10.875% 12/15/18, 6/20/17*		5.00			7.99		EUR	590		(74,939	)		(114,367	)		39,428
Mediacom LLC, 9.125% 8/15/19, 3/20/16*		5.00			3.94		$	1,070		44,646			(32,065	)		76,711
Tenet Healthcare Corp., 6.875% 11/15/31, 9/20/16*		5.00			4.73			1,050		21,038			(24,344	)		45,382
JPMorgan Chase Bank NA:
Ford Motor Co., 6.50% 8/01/18, 6/20/17*		5.00			2.86			820		85,117			87,951			(2,834	)
Realogy Corp., 11.500% 4/15/17, 9/20/17*		5.00			7.20			735		(55,927	)		(105,887	)		49,960
Realogy Corp., 11.500% 4/15/17, 9/20/17*		5.00			7.20			565		(42,992	)		(85,490	)		42,498
Sabre Holdings Corp., 6.35% 3/15/16, 6/20/16*		5.00			6.66			277		(12,996	)		(22,901	)		9,905
Morgan Stanley Capital Services, Inc.:
AK Steel Corp., 7.625% 5/15/20, 3/20/16*		5.00			10.07			550		(76,417	)		6,294			(82,711	)

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 207

High-Yield Portfolio—Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at August 31, 2012			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Boyd Gaming Corp., 6.75% 4/15/14, 6/20/13*		5.00	%		3.12	%	$	550	$	12,906		$	4,528		$	8,378
NXP BV 8.625%, 10/15/13, 6/20/17*		5.00			5.39		EUR	230		(2,140	)		(14,189	)		12,049
NXP BV 8.625%, 10/15/13, 9/20/17*		5.00			5.57			330		(5,817	)		(22,762	)		16,945
UBS AG:
Goodyear Tire & Rubber Co., 7.00%, 3/15/28, 6/20/17*		5.00			5.89		$	1,050		(28,845	)		(85,532	)		56,687
HCA Inc., 6.375% 1/15/15, 6/20/17*		5.00			4.54			1,720		48,325			(3,311	)		51,636
Levi Strauss & Co., 8.875%, 4/01/16, 6/20/17*		5.00			5.20			850		(276	)		(49,170	)		48,894
Tenet Healthcare Corp., 6.875%, 11/15/31, 6/20/17*		5.00			5.71			950		(19,865	)		(50,559	)		30,694
									$	(2,039,970	)	$	(1,544,135	)	$	(495,835	)

* Termination date

REVERSE REPURCHASE AGREEMENTS (see Note C)

Broker	Interest Rate			Maturity		U.S. $ Value at August 31, 2012
Credit Suisse Securities (USA) LLC†		(3.50	)%*		—	$	694,943
Credit Suisse Securities (USA) LLC†		(2.38	)%*		—		1,076,220
Credit Suisse Securities (USA) LLC†		(1.65	)%*		—		510,078
Credit Suisse Securities (USA) LLC†		(1.50	)%*		—		1,010,531
Credit Suisse Securities (USA) LLC†		(0.75	)%*		—		602,163
Credit Suisse Securities (USA) LLC†		(0.88	)%*		—		404,980
Credit Suisse Securities (USA) LLC†		(0.75	)%*		—		894,606
Credit Suisse Securities (USA) LLC†		(0.25	)%*		—		1,162,355
						$	6,355,876

+ The reverse repurchase agreement matures on demand. Interest rate resets daily and the rate shown is the rate in effect on August 31, 2012.

* Interest payment due from counterparty.

208 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

High-Yield Portfolio—Portfolio of Investments

UNFUNDED LOAN COMMITMENTS (see Note C)

As of August 31, 2012, the Fund had the following unfunded loan commitment of $1,275,000, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitments		Cost			Value
General Motors Holding, LLC Revolver LIBOR + 2.75%, 10/27/15	$	1,275,000	$	– 0	–	$	(105,188)

(a) Position, or a portion thereof, has been segregated to collateralize reverse repurchase agreements. The market value of the collateral amounted to $6,186,461.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At August 31, 2012, the aggregate market value of these securities amounted to $113,107,808 or 28.5% of net assets.

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

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

(e) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at August 31, 2012.

(f) Non-income producing security.

(g) Fair valued.

(h) Illiquid security.

(i) Floating Rate Security. Stated interest rate was in effect at August 31, 2012.

(j) Variable rate coupon, rate shown as of August 31, 2012.

(k) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding. The aggregate market value of these securities amounted to $3,360,037.

(l) One contract relates to 100 shares.

(m) One contract relates to 1 share.

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

Currency Abbreviations:

AUD – Australian Dollar

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

TRY – Turkish Lira

ZAR – South African Rand

Glossary:

CDX-EM – Emerging Market Credit Default Swap Index

CDX-NAHY – North American High Yield Credit Default Swap Index

CDX-NAIG – North American Investment Grade Credit Default Swap Index

CMBS – Commercial Mortgage-Backed Securities

GO – General Obligation

LIBOR – London Interbank Offered Rates

OJSC – Open Joint Stock Company

REIT – Real Estate Investment Trust

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 209

High-Yield Portfolio—Portfolio of Investments

SMALL-MID CAP VALUE PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 98.7%
Financials – 30.7%
Capital Markets – 1.1%
Legg Mason, Inc.		147,660	$	3,629,483
Commercial Banks – 10.1%
Associated Banc-Corp		282,100		3,656,016
CapitalSource, Inc.		635,750		4,405,748
Comerica, Inc.		136,140		4,180,859
First Niagara Financial Group, Inc.		455,418		3,593,248
Huntington Bancshares, Inc./OH		686,790		4,532,814
Popular, Inc.(a)		146,467		2,320,037
Susquehanna Bancshares, Inc.		387,200		4,069,472
Webster Financial Corp.		95,120		2,024,154
Zions Bancorporation		231,030		4,447,327
				33,229,675
Insurance – 8.8%
Amtrust Financial Services, Inc.(b)		73,535		1,917,058
Aspen Insurance Holdings Ltd.		138,110		4,016,239
Fidelity National Financial, Inc. – Class A		226,270		4,262,927
Platinum Underwriters Holdings Ltd.		106,250		4,222,375
Reinsurance Group of America, Inc. – Class A		77,590		4,557,637
Torchmark Corp.		84,380		4,318,568
Unum Group		172,440		3,364,304
Validus Holdings Ltd.		68,167		2,284,276
				28,943,384
Real Estate Investment Trusts (REITs) – 9.9%
BioMed Realty Trust, Inc.		227,970		4,224,284
BRE Properties, Inc.		60,245		3,007,430
Camden Property Trust		53,930		3,744,360
DiamondRock Hospitality Co.		274,360		2,639,343
Entertainment Properties Trust		93,470		4,261,297
Glimcher Realty Trust		352,540		3,694,619
Home Properties, Inc.		60,820		3,883,357
Mid-America Apartment Communities, Inc.		55,800		3,794,400
Plum Creek Timber Co., Inc.		81,250		3,325,563
				32,574,653
Thrifts & Mortgage Finance – 0.8%
Washington Federal, Inc.		152,500		2,455,250
				100,832,445
Consumer Discretionary – 17.4%
Auto Components – 3.0%
Dana Holding Corp.		184,040		2,513,986
Lear Corp.		102,120		3,965,320
TRW Automotive Holdings Corp.(a)		75,530		3,301,416
				9,780,722

210 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Hotels, Restaurants & Leisure – 2.5%
MGM Resorts International(a)		397,312	$	3,917,496
Royal Caribbean Cruises Ltd.		160,830		4,345,627
				8,263,123
Household Durables – 4.4%
Meritage Homes Corp.(a)		88,210		3,287,587
Newell Rubbermaid, Inc.		243,290		4,362,190
NVR, Inc.(a)		4,430		3,668,837
PulteGroup Inc(a)		231,420		3,165,825
				14,484,439
Media – 1.1%
Gannett Co., Inc.		239,160		3,649,582
Specialty Retail – 5.3%
ANN, Inc.(a)		113,555		4,040,287
Childrens Place Retail Stores, Inc. (The)(a)		78,890		4,491,997
Express, Inc.(a)		186,690		2,914,231
GameStop Corp. – Class A		64,580		1,232,186
Men’s Wearhouse, Inc. (The)		102,220		3,230,152
Office Depot, Inc.(a)		980,880		1,500,746
				17,409,599
Textiles, Apparel & Luxury Goods – 1.1%
Jones Group, Inc. (The)		292,650		3,707,876
				57,295,341
Information Technology – 16.1%
Computers & Peripherals – 0.4%
NCR Corp.(a)		62,780		1,405,644
Electronic Equipment, Instruments & Components – 8.5%
Anixter International, Inc.		31,930		1,919,951
Arrow Electronics, Inc.(a)		111,910		4,056,737
AU Optronics Corp. (Sponsored ADR)(a)		677,034		2,051,413
Avnet, Inc.(a)		124,710		4,016,909
Flextronics International Ltd.(a)		441,710		2,972,708
Ingram Micro, Inc. – Class A(a)		138,650		2,117,186
Insight Enterprises, Inc.(a)		181,596		3,261,464
TTM Technologies, Inc.(a)		361,938		3,836,543
Vishay Intertechnology, Inc.(a)		387,320		3,702,779
				27,935,690
IT Services – 2.3%
Amdocs Ltd.(a)		133,420		4,301,461
Convergys Corp.		210,110		3,258,806
				7,560,267

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 211

Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Semiconductors & Semiconductor Equipment – 4.9%
Amkor Technology, Inc.(a)(b)		422,100	$	1,979,649
Entegris, Inc.(a)		431,580		3,793,588
Lam Research Corp.(a)		109,020		3,720,853
Micron Technology, Inc.(a)		571,600		3,549,636
MKS Instruments, Inc.		114,884		3,114,505
				16,158,231
				53,059,832
Industrials – 10.6%
Building Products – 1.4%
Fortune Brands Home & Security, Inc.(a)		176,403		4,498,277
Commercial Services & Supplies – 1.2%
Avery Dennison Corp.		127,340		3,976,828
Construction & Engineering – 0.5%
Tutor Perini Corp.(a)		161,510		1,713,621
Electrical Equipment – 1.9%
EnerSys(a)		60,840		2,266,290
General Cable Corp.(a)		154,150		4,175,923
				6,442,213
Machinery – 1.8%
Sauer-Danfoss, Inc.		51,380		1,959,119
Timken Co.		96,730		3,884,677
				5,843,796
Road & Rail – 2.7%
Avis Budget Group, Inc.(a)		189,280		3,107,978
Con-way, Inc.		97,820		2,964,924
Hertz Global Holdings, Inc.(a)		189,010		2,680,162
				8,753,064
Trading Companies & Distributors – 1.1%
Aircastle Ltd.		318,790		3,640,582
				34,868,381
Utilities – 8.0%
Electric Utilities – 5.2%
Great Plains Energy, Inc.		184,530		3,934,180
NV Energy, Inc.		258,530		4,534,616
PNM Resources, Inc.		237,730		4,890,106
Portland General Electric Co.		145,070		3,893,679
				17,252,581
Gas Utilities – 2.8%
Atmos Energy Corp.		125,620		4,389,163

212 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
UGI Corp.		152,470	$	4,647,285
				9,036,448
				26,289,029
Energy – 5.9%
Energy Equipment & Services – 2.4%
Bristow Group, Inc.		87,380		4,097,248
Helmerich & Payne, Inc.		83,580		3,814,591
				7,911,839
Oil, Gas & Consumable Fuels – 3.5%
Plains Exploration & Production Co.(a)		76,370		3,002,868
Stone Energy Corp.(a)		82,420		1,939,343
Teekay Corp.		100,720		2,979,298
Tesoro Corp.		93,430		3,712,908
				11,634,417
				19,546,256
Consumer Staples – 4.6%
Beverages – 1.4%
Constellation Brands, Inc. – Class A(a)		139,864		4,607,120
Food Products – 3.2%
Dean Foods Co.(a)		124,150		2,038,543
Dole Food Co., Inc.(a)(b)		343,550		4,424,924
Tyson Foods, Inc. – Class A		260,060		4,072,540
				10,536,007
				15,143,127
Materials – 3.1%
Chemicals – 0.5%
Ferro Corp.(a)		454,460		1,490,629
Metals & Mining – 2.6%
Commercial Metals Co.		227,780		2,901,917
Reliance Steel & Aluminum Co.		54,900		2,823,507
Steel Dynamics, Inc.		233,040		2,847,749
				8,573,173
				10,063,802
Health Care – 2.3%
Health Care Providers & Services – 2.3%
Health Net, Inc.(a)		119,670		2,782,328
LifePoint Hospitals, Inc.(a)		116,398		4,704,807
				7,487,135
Total Common Stocks (cost $303,436,247)				324,585,348

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 213

Small-Mid Cap Value Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS – 1.8%
Investment Companies – 1.8%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(c) (cost $5,855,974)		5,855,974	$	5,855,974
Total Investments Before Security Lending Collateral for Securities Loaned – 100.5% (cost $309,292,221)				330,441,322
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 2.5%
Investment Companies – 2.5%
AllianceBernstein Exchange Reserves – Class I, 0.18%(c) (cost $8,083,392)		8,083,392		8,083,392
Total Investments – 103.0% (cost $317,375,613)				338,524,714
Other assets less liabilities – (3.0)%				(9,775,245	)
Net Assets – 100.0%			$	328,749,469

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note D for securities lending information.

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

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

214 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Small-Mid Cap Value Portfolio—Portfolio of Investments

SMALL-MID CAP GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 99.2%
Industrials – 25.3%
Aerospace & Defense – 2.6%
Hexcel Corp.(a)		233,489	$	5,293,195
TransDigm Group, Inc.(a)		23,890		3,311,632
				8,604,827
Air Freight & Logistics – 1.0%
Expeditors International of Washington, Inc.		86,390		3,162,738
Building Products – 0.6%
Simpson Manufacturing Co., Inc.		83,672		2,127,779
Electrical Equipment – 1.9%
AMETEK, Inc.		184,900		6,343,919
Industrial Conglomerates – 0.8%
Carlisle Cos., Inc.		52,690		2,757,795
Machinery – 10.0%
Actuant Corp. – Class A		155,916		4,384,358
IDEX Corp.		135,485		5,400,432
Joy Global, Inc.		84,050		4,486,589
Lincoln Electric Holdings, Inc.		96,120		3,964,950
Middleby Corp.(a)		40,650		4,680,848
Robbins & Myers, Inc.		76,698		4,588,074
Valmont Industries, Inc.		40,971		5,193,074
				32,698,325
Marine – 1.6%
Kirby Corp.(a)		97,838		5,151,171
Professional Services – 2.7%
Advisory Board Co. (The)(a)		75,715		3,356,446
Robert Half International, Inc.		204,060		5,366,778
				8,723,224
Road & Rail – 1.2%
Genesee & Wyoming, Inc. – Class A(a)		60,260		3,830,125
Trading Companies & Distributors – 2.9%
MSC Industrial Direct Co., Inc. – Class A		56,800		3,936,240
United Rentals, Inc.(a)		176,210		5,693,345
				9,629,585
				83,029,488
Consumer Discretionary – 21.1%
Distributors – 1.6%
LKQ Corp.(a)		141,820		5,352,287

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 215

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Hotels, Restaurants & Leisure – 4.2%
Orient-Express Hotels Ltd. – Class A(a)		401,440	$	3,528,658
Panera Bread Co. – Class A(a)		38,770		6,005,473
Wyndham Worldwide Corp.		85,220		4,443,371
				13,977,502
Media – 2.4%
National CineMedia, Inc.		263,850		3,825,825
Pandora Media, Inc.(a)(b)		333,800		4,002,262
				7,828,087
Multiline Retail – 1.3%
Dollar Tree, Inc.(a)		87,070		4,194,162
Specialty Retail – 10.7%
CarMax, Inc.(a)		114,157		3,492,063
Dick’s Sporting Goods, Inc.		116,860		5,814,954
Five Below, Inc.(a)(b)		29,816		958,286
Francesca’s Holdings Corp.(a)		149,932		5,297,097
Select Comfort Corp.(a)		185,016		5,285,907
Tractor Supply Co.		37,815		3,610,576
Ulta Salon Cosmetics & Fragrance, Inc.		63,510		5,969,940
Vitamin Shoppe, Inc.(a)		87,900		4,712,319
				35,141,142
Textiles, Apparel & Luxury Goods – 0.9%
Tumi Holdings, Inc.(a)(b)		140,637		2,961,815
				69,454,995
Information Technology – 20.3%
Communications Equipment – 1.0%
Ciena Corp.(a)(b)		245,100		3,350,517
Internet Software & Services – 2.5%
Bazaarvoice, Inc.(a)(b)		197,523		2,931,241
CoStar Group, Inc.(a)		64,687		5,255,819
				8,187,060
IT Services – 1.4%
Alliance Data Systems Corp.(a)		24,860		3,421,979
ServiceSource International, Inc.(a)(b)		110,814		1,026,138
				4,448,117
Semiconductors & Semiconductor Equipment – 6.5%
Fairchild Semiconductor International, Inc.(a)		257,716		3,742,036
Mellanox Technologies Ltd.(a)(b)		35,900		4,106,601
Skyworks Solutions, Inc.(a)		161,050		4,905,583
Teradyne, Inc.(a)		289,080		4,515,430
Veeco Instruments, Inc.(a)(b)		122,954		4,217,322
				21,486,972

216 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Software – 8.9%
ANSYS, Inc.(a)		34,190	$	2,383,043
Aspen Technology, Inc.(a)		197,406		4,812,758
Cadence Design Systems, Inc.(a)		471,835		6,228,222
Fortinet, Inc.(a)		156,040		4,136,620
MICROS Systems, Inc.(a)		71,268		3,610,437
SolarWinds, Inc.(a)		83,419		4,578,035
TIBCO Software, Inc.(a)		116,290		3,479,397
				29,228,512
				66,701,178
Health Care – 16.6%
Biotechnology – 3.8%
Amarin Corp. PLC (ADR)(a)(b)		90,190		1,234,701
Ariad Pharmaceuticals, Inc.(a)		113,299		2,329,427
BioMarin Pharmaceutical, Inc.(a)		116,520		4,350,857
Ironwood Pharmaceuticals, Inc.(a)		65,769		824,086
Onyx Pharmaceuticals, Inc.(a)		52,040		3,742,717
				12,481,788
Health Care Equipment & Supplies – 3.4%
HeartWare International, Inc.(a)(b)		28,850		2,584,094
NxStage Medical, Inc.(a)		62,410		795,728
Sirona Dental Systems, Inc.(a)		76,536		4,067,123
Volcano Corp.(a)		130,048		3,677,757
				11,124,702
Health Care Providers & Services – 7.1%
AMERIGROUP Corp.(a)		72,486		6,590,427
Catamaran Corp.(a)		59,889		5,219,326
HMS Holdings Corp.(a)		94,795		3,266,636
Mednax, Inc.(a)		70,577		4,889,575
WellCare Health Plans, Inc.(a)		59,650		3,381,558
				23,347,522
Pharmaceuticals – 2.3%
Akorn, Inc.(a)		317,564		4,395,086
Questcor Pharmaceuticals, Inc.(a)(b)		74,189		3,222,770
				7,617,856
				54,571,868
Financials – 7.8%
Capital Markets – 4.2%
Affiliated Managers Group, Inc.(a)		45,530		5,355,239
Lazard Ltd. – Class A		121,300		3,455,837
Stifel Financial Corp.(a)		156,591		5,117,394
				13,928,470
Commercial Banks – 3.6%
Iberiabank Corp.		85,022		3,988,382
Signature Bank/New York NY(a)		78,680		5,085,088

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 217

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
SVB Financial Group(a)		48,410	$	2,807,296
				11,880,766
				25,809,236
Energy – 6.8%
Energy Equipment & Services – 3.9%
FMC Technologies, Inc.(a)		67,370		3,155,611
Oceaneering International, Inc.		76,300		4,085,102
Oil States International, Inc.(a)		57,249		4,479,162
Superior Energy Services, Inc.(a)		59,860		1,243,292
				12,963,167
Oil, Gas & Consumable Fuels – 2.9%
Cabot Oil & Gas Corp.		92,670		3,837,465
Concho Resources, Inc.(a)		33,693		3,023,610
SM Energy Co.		53,003		2,503,331
				9,364,406
				22,327,573
Telecommunication Services – 1.3%
Diversified Telecommunication Services – 1.3%
tw telecom, Inc.(a)		166,647		4,191,172
Materials – 0.0%
Chemicals – 0.0%
Eastman Chemical Co.		11		608
Total Common Stocks (cost $247,435,559)				326,086,118
SHORT-TERM INVESTMENTS – 0.5%
Investment Companies – 0.5%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(c) (cost $1,569,772)		1,569,772		1,569,772
Total Investments Before Security Lending Collateral for Securities Loaned – 99.7% (cost $249,005,331)				327,655,890

218 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Small-Mid Cap Growth Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 6.9%
Investment Companies – 6.9%
AllianceBernstein Exchange Reserves – Class I, 0.18%(c) (cost $22,658,967)		22,658,967	$	22,658,967
Total Investments – 106.6% (cost $271,664,298)				350,314,857
Other assets less liabilities – (6.6)%				(21,680,596	)
Net Assets – 100.0%			$	328,634,261

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note D for securities lending information.

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

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 219

Small-Mid Cap Growth Portfolio—Portfolio of Investments

MULTI-ASSET REAL RETURN PORTFOLIO

CONSOLIDATED PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 63.9%
Energy – 24.2%
Coal & Consumable Fuels – 1.0%
Banpu PCL		121,200	$	1,740,545
Cameco Corp.		47,140		1,027,205
Consol Energy, Inc.		5,900		178,180
Exxaro Resources Ltd.		133,330		2,367,788
Peabody Energy Corp.		7,000		151,410
				5,465,128
Integrated Oil & Gas – 17.8%
BG Group PLC		353,020		7,219,363
BP PLC		1,570,920		11,019,259
Cenovus Energy, Inc.		19,400		635,678
Chevron Corp.		89,530		10,041,685
China Petroleum & Chemical Corp. – Class H		4,318,000		4,078,844
ConocoPhillips		31,300		1,777,527
ENI SpA		139,820		3,085,089
Exxon Mobil Corp.		251,000		21,912,300
Gazprom OAO (Sponsored ADR)		577,060		5,619,987
Hess Corp.		29,430		1,487,098
Husky Energy, Inc.		14,900		394,058
Imperial Oil Ltd.		8,600		392,682
Petroleo Brasileiro SA		76,700		808,601
Petroleo Brasileiro SA (ADR)		121,370		2,565,762
Petroleo Brasileiro SA (Preference Shares)		108,300		1,103,327
Petroleo Brasileiro SA (Sponsored ADR)		56,668		1,166,227
PTT PCL		195,400		2,057,827
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A		305,413		10,684,066
Royal Dutch Shell PLC – Class A		15		525
Royal Dutch Shell PLC – Class B		99,130		3,576,279
Statoil ASA		32,270		825,127
Suncor Energy, Inc. (Toronto)(a)		134,700		4,210,101
Total SA		53,020		2,643,402
				97,304,814
Oil & Gas Drilling – 0.7%
Ensco PLC		14,420		827,275
Seadrill Ltd.		38,730		1,596,451
Transocean Ltd.		27,290		1,338,029
				3,761,755
Oil & Gas Equipment & Services – 0.5%
Halliburton Co.		32,490		1,064,373
Schlumberger Ltd.		21,790		1,577,160
				2,641,533
Oil & Gas Exploration & Production – 4.2%
Anadarko Petroleum Corp.		39,510		2,736,858

220 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Apache Corp.		9,900	$	848,925
ARC Resources Ltd.		7,500		177,352
Athabasca Oil Corp.(b)		11,700		161,183
Baytex Energy Corp.		3,300		150,312
Cabot Oil & Gas Corp.		18,660		772,711
Canadian Natural Resources Ltd.		28,300		860,986
Canadian Oil Sands Ltd.		12,500		266,802
Chesapeake Energy Corp.		17,100		330,885
Cimarex Energy Co.		2,600		148,746
Cobalt International Energy, Inc.(b)		6,600		149,886
Concho Resources, Inc.(b)		2,500		224,350
Continental Resources, Inc./OK(b)		2,000		148,120
Crescent Point Energy Corp.		7,500		311,869
Denbury Resources, Inc.(b)		10,100		156,449
Devon Energy Corp.		28,440		1,644,685
EnCana Corp.		19,000		420,573
EOG Resources, Inc.		21,670		2,346,861
EQT Corp.		3,900		210,444
Lundin Petroleum AB(b)		36,940		832,145
Marathon Oil Corp.		57,440		1,597,981
MEG Energy Corp.(b)		3,800		149,648
Nexen, Inc. (Toronto)		17,103		429,939
Noble Energy, Inc.		13,940		1,225,326
Occidental Petroleum Corp.		51,940		4,415,419
OGX Petroleo e Gas Participacoes SA(b)		50,200		154,564
Pacific Rubiales Energy Corp.		7,500		183,363
Penn West Petroleum Ltd.		12,200		173,022
Pioneer Natural Resources Co.		3,000		292,080
Plains Exploration & Production Co.(b)		3,800		149,416
Progress Energy Resources Corp.		6,700		149,327
QEP Resources, Inc.		5,200		149,188
Range Resources Corp.		4,200		273,798
Southwestern Energy Co.(b)		9,000		280,170
Talisman Energy, Inc.		26,600		369,688
Vermilion Energy, Inc.		3,200		145,789
Whiting Petroleum Corp.(b)		3,400		151,368
				23,190,228
				132,363,458
Materials – 11.9%
Aluminum – 0.1%
Alcoa, Inc.		32,900		281,624
Diversified Chemicals – 0.5%
BASF SE		33,520		2,601,658
Diversified Metals & Mining – 4.5%
Anglo American PLC		183,130		5,085,596

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 221

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
BHP Billiton Ltd.		183,150	$	6,064,564
BHP Billiton PLC		73,270		2,144,339
First Quantum Minerals Ltd.		14,700		283,188
Grupo Mexico SAB de CV		118,100		352,320
Minera Frisco SAB de CV(b)		61,600		235,599
Rio Tinto Ltd.		24,810		1,274,157
Rio Tinto PLC		153,040		6,681,608
Southern Copper Corp.		7,100		231,034
Teck Resources Ltd.		73,140		2,021,135
Turquoise Hill Resources Ltd.(b)		28,400		228,180
				24,601,720
Fertilizers & Agricultural Chemicals – 1.2%
Agrium, Inc. (Toronto)		21,810		2,146,374
CF Industries Holdings, Inc.		1,200		248,412
K&S AG		10,900		532,271
Monsanto Co.		34,540		3,008,779
Mosaic Co. (The)		5,700		330,087
Potash Corp. of Saskatchewan, Inc.		16,400		671,473
				6,937,396
Gold – 2.7%
Agnico-Eagle Mines Ltd.		5,300		255,981
Barrick Gold Corp.		30,900		1,191,487
Cia de Minas Buenaventura SA (ADR) – Class B		6,400		221,824
Eldorado Gold Corp.		20,800		276,208
Franco-Nevada Corp.		4,400		228,269
Freeport-McMoRan Copper & Gold, Inc.		44,570		1,609,422
Goldcorp, Inc.		92,670		3,804,570
IAMGOLD Corp.		16,900		220,990
Kinross Gold Corp.		219,890		1,954,082
Koza Altin Isletmeleri AS		58,360		1,148,191
New Gold, Inc.(b)		122,530		1,357,370
Newmont Mining Corp.		15,300		775,404
Real Gold Mining Ltd.(a)(c)(d)		686,500		123,918
Yamana Gold, Inc.		89,790		1,535,744
				14,703,460
Paper Products – 0.4%
Fibria Celulose SA (ADR)(b)		19,600		152,463
International Paper Co.		7,900		273,024
MeadWestvaco Corp.		5,100		146,676
Mondi PLC		193,210		1,701,412
				2,273,575
Precious Metals & Minerals – 0.2%
Industrias Penoles SAB de CV		4,300		179,004
North American Palladium Ltd.(a)(b)		317,090		573,933
Silver Wheaton Corp.		10,900		376,842
				1,129,779

222 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Specialty Chemicals – 0.4%
Koninklijke DSM NV		49,986	$	2,346,499
Steel – 1.9%
Allegheny Technologies, Inc.		5,000		148,200
Arrium Ltd.		671,187		451,300
Cia Siderurgica Nacional SA		31,300		154,195
Cliffs Natural Resources, Inc.		4,400		157,696
Commercial Metals Co.		84,270		1,073,600
Gerdau SA		26,500		231,201
JFE Holdings, Inc.		149,500		1,899,469
Metalurgica Gerdau SA (Preference Shares)		13,300		144,800
Nucor Corp.		9,800		368,970
United States Steel Corp.(a)		35,120		683,084
Vale SA		40,200		664,422
Vale SA (Preference Shares)		61,900		1,011,795
Vale SA (Sponsored ADR) (Local Preference Shares)		203,200		3,275,584
				10,264,316
				65,140,027
Equity:Other – 10.2%
Diversified/Specialty – 8.0%
Alexandria Real Estate Equities, Inc.		2,200		162,580
Aliansce Shopping Centers SA		8,500		84,962
Artis Real Estate Investment Trust		5,200		87,568
BioMed Realty Trust, Inc.		6,600		122,298
BR Properties SA		25,200		306,636
British Land Co. PLC		246,415		2,109,195
Canadian Real Estate Investment Trust		16,490		699,246
Capital Property Fund		427,600		555,173
CapitaLand Ltd.		324,000		784,168
Cheung Kong Holdings Ltd.		33,000		451,417
China Overseas Land & Investment Ltd.(a)		796,000		1,804,602
Cofinimmo		5,730		629,674
Dexus Property Group		361,649		357,915
Digital Realty Trust, Inc.(a)		25,740		1,917,887
Duke Realty Corp.		41,840		606,680
Dundee Real Estate Investment Trust		28,196		1,093,802
Evergrande Real Estate Group Ltd.(a)		3,630,000		1,398,494
Forest City Enterprises, Inc.(b)		8,100		122,148
GPT Group		95,790		347,682
Growthpoint Properties Ltd.		255,400		833,371
H&R Real Estate Investment Trust		6,500		166,827
Hang Lung Properties Ltd.		230,000		786,564
Henderson Land Development Co., Ltd.(a)		91,000		561,373
Hyprop Investments Ltd.		69,300		606,159
Iguatemi Empresa de Shopping Centers SA		3,200		76,930

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 223

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
JHSF Participacoes SA		12,500	$	48,525
Kerry Properties Ltd.		95,000		454,262
Land Securities Group PLC		83,108		1,042,745
Lexington Realty Trust(a)		44,950		421,631
LPN Development PCL (NVDR)		418,800		225,018
Mapletree Commercial Trust		465,000		410,812
Mitsubishi Estate Co., Ltd.		163,000		2,876,278
Mitsui Fudosan Co., Ltd.		174,000		3,251,786
New World Development Co., Ltd.		1,522,000		1,902,249
Soho China Ltd.		1,548,000		983,981
Sonae Sierra Brasil SA		3,100		46,121
Sumitomo Realty & Development Co., Ltd.		85,000		2,088,416
Sun Hung Kai Properties Ltd.		220,305		2,867,631
Suntec Real Estate Investment Trust		593,000		688,401
Supalai PCL (NVDR)		534,400		310,381
Swire Properties Ltd.		363,800		1,043,067
Telecity Group PLC		61,935		855,295
Tokyu Land Corp.		184,000		908,560
UOL Group Ltd.		277,602		1,176,142
Vornado Realty Trust		27,120		2,201,330
Weyerhaeuser Co.		45,120		1,123,939
Wharf Holdings Ltd.		398,000		2,469,636
				44,069,557
Health Care – 1.8%
Chartwell Seniors Housing Real Estate Investment Trust		8,300		87,147
HCP, Inc.		48,570		2,227,420
Health Care REIT, Inc.		35,450		2,071,698
LTC Properties, Inc.		26,920		908,281
Omega Healthcare Investors, Inc.		5,000		120,100
Senior Housing Properties Trust		49,280		1,090,074
Ventas, Inc.		52,440		3,434,295
				9,939,015
Triple Net – 0.4%
Entertainment Properties Trust		32,010		1,459,336
National Retail Properties, Inc.		3,900		121,134
Realty Income Corp.(a)		11,520		485,338
				2,065,808
				56,074,380
Retail – 7.1%
Regional Mall – 2.9%
BR Malls Participacoes SA		83,600		1,041,963
CBL & Associates Properties, Inc.		5,700		121,809
General Growth Properties, Inc.		119,420		2,457,663
Glimcher Realty Trust		79,758		835,864
Macerich Co. (The)		4,800		285,936

224 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Multiplan Empreendimentos Imobiliarios SA		6,700	$	171,304
Simon Property Group, Inc.		42,931		6,813,150
Taubman Centers, Inc.		2,100		168,042
Westfield Group		379,057		3,896,333
				15,792,064
Shopping Center/Other Retail – 4.2%
Aeon Mall Co., Ltd.		46,700		1,094,173
American Realty Capital Trust, Inc.		121,520		1,433,936
Calloway Real Estate Investment Trust		3,900		115,922
Corio NV		35,508		1,512,279
DDR Corp.		46,716		711,018
Eurocommercial Properties NV		31,000		1,093,236
Federal Realty Investment Trust		2,300		248,193
First Capital Realty, Inc.		4,400		85,924
Inland Real Estate Corp.(a)		94,380		773,916
Japan Retail Fund Investment Corp.(a)		558		955,404
Kimco Realty Corp.		14,700		298,704
Klepierre		47,142		1,517,661
Link REIT (The)		211,378		942,887
Mercialys SA		47,690		978,423
Primaris Retail Real Estate Investment Trust		3,600		87,101
Regency Centers Corp.		24,160		1,183,840
Retail Opportunity Investments Corp.(a)		104,086		1,308,361
RioCan Real Estate Investment Trust (Toronto)		21,701		608,046
Tanger Factory Outlet Centers		29,930		1,004,151
Unibail-Rodamco SE		20,257		4,120,021
Weingarten Realty Investors		54,210		1,514,085
Westfield Retail Trust		518,760		1,552,786
				23,140,067
				38,932,131
Residential – 4.8%
Multi-Family – 3.8%
Apartment Investment & Management Co. – Class A		4,800		127,104
Ascott Residence Trust		433,000		434,460
Associated Estates Realty Corp.		86,550		1,316,425
AvalonBay Communities, Inc.		10,100		1,429,352
Berkeley Group Holdings PLC(b)		35,310		810,213
Boardwalk Real Estate Investment Trust		8,240		537,826
BRE Properties, Inc.		12,370		617,510
Brookfield Incorporacoes SA		202,400		405,817
Camden Property Trust		2,900		201,347
Canadian Apartment Properties REIT		3,400		85,539
China Vanke Co. Ltd. – Class B		330,410		414,571
Consorcio ARA SAB de CV(b)		94,200		24,685
Corp. GEO SAB de CV(b)		33,200		34,146

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 225

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Cyrela Brazil Realty SA Empreendimentos e Participacoes		25,800	$	213,401
Desarrolladora Homex SAB de CV(b)		20,500		38,333
Equity Lifestyle Properties, Inc.		1,800		123,768
Equity Residential		44,860		2,709,544
Essex Property Trust, Inc.(a)		5,704		866,894
Even Construtora e Incorporadora SA		19,000		72,073
Ez Tec Empreendimentos e Participacoes SA		4,800		57,934
Gafisa SA(b)		34,900		71,007
GSW Immobilien AG		31,960		1,137,638
Helbor Empreendimentos SA		11,900		63,782
Home Properties, Inc.		1,900		121,315
KWG Property Holding Ltd.		2,215,500		1,156,337
Mid-America Apartment Communities, Inc.		1,800		122,400
Mirvac Group		877,349		1,227,850
MRV Engenharia e Participacoes SA		117,400		681,301
Northern Property Real Estate Investment Trust		23,416		756,343
PDG Realty SA Empreendimentos e Participacoes		195,000		379,452
Post Properties, Inc.		8,130		415,036
Rossi Residencial SA		149,100		446,588
Stockland		568,880		1,874,694
Tecnisa SA		11,300		47,596
UDR, Inc.		61,820		1,560,955
Urbi Desarrollos Urbanos SAB de CV(b)		49,700		25,144
				20,608,380
Self Storage – 1.0%
CubeSmart		105,090		1,355,661
Extra Space Storage, Inc.		47,477		1,619,441
Public Storage		7,227		1,051,962
Sovran Self Storage, Inc.		24,912		1,416,247
				5,443,311
Student Housing – 0.0%
American Campus Communities, Inc.		3,200		149,184
				26,200,875
Office – 2.9%
Office – 2.9%
Allied Properties Real Estate Investment Trust		21,244		659,464
Boston Properties, Inc.		21,593		2,421,223
Brandywine Realty Trust		24,520		299,144
Brookfield Office Properties, Inc.		13,600		228,334
Castellum AB		59,964		800,222
Cominar Real Estate Investment Trust		52,293		1,283,784
Commonwealth Property Office Fund		392,314		418,113
Douglas Emmett, Inc.		39,818		955,234
Hongkong Land Holdings Ltd.		208,000		1,270,864

226 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Shares		U.S. $ Value
Hufvudstaden AB – Class A		87,842	$	1,077,288
Japan Excellent, Inc.		89		457,040
Japan Real Estate Investment Corp.		84		821,109
Kilroy Realty Corp.		21,789		1,028,659
Liberty Property Trust		15,970		588,974
Nippon Building Fund, Inc.		114		1,155,603
Orix JREIT, Inc.(a)		218		999,071
Piedmont Office Realty Trust, Inc.		7,100		120,487
SL Green Realty Corp.		14,227		1,146,696
				15,731,309
Lodging – 1.3%
Lodging – 1.3%
Far East Hospitality Trust(b)		492,000		388,785
FelCor Lodging Trust, Inc.(b)		157,640		731,450
Great Eagle Holdings Ltd.		295,000		818,442
Hospitality Properties Trust		5,000		120,350
Host Hotels & Resorts, Inc.		72,260		1,105,578
Intercontinental Hotels Group PLC		48,680		1,241,301
Pebblebrook Hotel Trust		57,350		1,355,180
Strategic Hotels & Resorts, Inc.(b)		224,690		1,370,609
				7,131,695
Industrials – 1.3%
Industrial Warehouse Distribution – 1.0%
Global Logistic Properties Ltd.		553,000		1,053,281
Hopewell Holdings Ltd.		150,500		483,835
Mapletree Logistics Trust		1,109,000		987,854
ProLogis, Inc.		63,666		2,175,467
Segro PLC		223,610		820,686
				5,521,123
Mixed Office Industrial – 0.3%
Goodman Group		344,887		1,425,585
				6,946,708
Food Beverage & Tobacco – 0.2%
Agricultural Products – 0.2%
Archer-Daniels-Midland Co.		12,600		337,050
Bunge Ltd.		15,460		984,029
				1,321,079
Total Common Stocks (cost $336,618,848)				349,841,662

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 227

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Principal Amount (000)		U.S. $ Value
INFLATION-LINKED SECURITIES – 14.1%
United States – 14.1%
U.S. Treasury Inflation Index 0.625%, 7/15/21 (TIPS)	$	5,639	$	6,381,590
1.875%, 7/15/15 (TIPS)(e)		24,582		27,026,488
1.875%, 7/15/15 (TIPS)		39,813		43,772,922
Total Inflation-Linked Securities (cost $76,093,146)				77,181,000
INVESTMENT COMPANIES – 1.1%
Funds and Investment Trusts – 1.1%
Market Vectors Gold Miners ETF (cost $5,374,578)		128,020		6,137,279
	Contracts
OPTIONS PURCHASED - PUTS – 0.2%
Options on Equity Indices – 0.2%
S&P 500 Index Expiration: Mar 2013, Exercise Price: $ 1,375.00(b)(f)		170		1,277,550
S&P 500 Index Expiration: Sep 2012, Exercise Price: $ 1,275.00(b)(f)		67		9,715
Total Options Purchased – Puts (cost $1,964,557)				1,287,265
OPTIONS PURCHASED - CALLS – 0.0%
Options on Funds and Investment Trusts – 0.0%
iShares Silver Trust Expiration: Oct 2012, Exercise Price: $ 32.00(b)(f)		654		54,282
SPDR Gold Trust Expiration: Sep 2012, Exercise Price: $ 165.00(b)(f)		469		102,476
Total Options Purchased – Calls (cost $225,271)				156,758
	Shares
SHORT-TERM INVESTMENTS – 17.9%
Investment Companies – 7.9%
AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio, 0.15%(g) (cost $42,969,182)		42,969,182		42,969,182

228 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Company	Principal Amount (000)		U.S. $ Value
U.S. TREASURY BILLS – 10.0%
U.S. Treasury Bill Zero Coupon, 9/06/12	$	1,325	$	1,324,984
Zero Coupon, 9/13/12(e)(h)		11,950		11,949,707
Zero Coupon, 10/04/12-10/11/12(e)		41,520		41,516,642
Total U.S. Treasury Bills (cost $54,791,333)				54,791,333
Total Short-Term Investments (cost $97,760,515)				97,760,515
Total Investments Before Security Lending Collateral for Securities Loaned – 97.2% (cost $518,036,915)				532,364,479
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 2.9%
Investment Companies – 2.9%
AllianceBernstein Exchange Reserves – Class I, 0.18%(g) (cost $16,100,779)		16,100,779		16,100,779
Total Investments – 100.1% (cost $534,137,694)				548,465,258
Other assets less liabilities – (0.1)%				(536,579	)
Net Assets – 100.0%			$	547,928,679

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Brent Crude Oil Futures		33		October 2012	$	3,658,452	$	3,780,810	$	122,358
Cocoa Futures		172		December 2012		4,402,607		4,634,683		232,076
Gasoline RBOB Futures		34		October 2012		3,731,151		4,245,159		514,008
Lean Hogs Futures		100		October 2012		3,199,910		2,967,000		(232,910	)
Platinum Futures		51		October 2012		3,721,171		3,920,115		198,944
PlatinumFutures		75		January 2013		5,505,926		5,777,250		271,324
Soybean Futures		47		November 2012		3,165,816		4,127,775		961,959
Soybean Meal Futures		78		December 2012		3,009,061		4,160,520		1,151,459
Wheat Futures		92		December 2012		3,944,747		4,167,600		222,853
Sold Contracts
Aluminum HG Futures		93		September 2012		4,404,659		4,395,994		8,665
Cattle Feeder Futures		56		October 2012		3,963,205		4,106,900		(143,695	)
Coffee C Futures		37		December 2012		2,532,306		2,285,906		246,400

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 229

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Copper London Metal Exchange Futures		11		September 2012	$	2,052,167	$	2,093,712	$	(41,545	)
Gas Oil Futures		17		October 2012		1,622,350		1,690,225		(67,875	)
Gold 100 OZ Futures		81		December 2012		12,791,313		13,669,560		(878,247	)
Heating Oil Futures		47		October 2012		5,977,077		6,277,715		(300,638	)
S&P 500 E Mini Index Futures		157		September 2012		11,118,636		11,030,035		88,601
S&P 500 Index Futures		47		September 2012		16,440,513		16,509,925		(69,412	)
Silver Futures		10		December 2012		1,396,675		1,572,100		(175,425	)
Soybean Oil Futures		213		December 2012		6,745,778		7,294,824		(549,046	)
Sugar 11 Futures		63		October 2012		1,383,366		1,395,677		(12,311	)
									$	1,547,543

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale	EUR	1,174	USD	1,494		9/14/12	$	17,353
Barclays Bank PLC Wholesale	USD	2,053	ZAR	16,949		9/14/12		(38,510	)
BNP Paribas SA	USD	1,243	CHF	1,191		9/14/12		4,362
Citibank NA	CAD	1,438	USD	1,417		9/14/12		(41,279	)
Citibank NA	USD	1,765	GBP	1,135		9/14/12		37,007
Citibank NA	USD	1,366	SEK	9,623		9/14/12		86,132
Credit Suisse London Branch (GFX)	CAD	2,321	USD	2,254		9/14/12		(99,728	)
Deutsche Bank AG London	USD	11,713	EUR	9,524		9/14/12		267,090
Deutsche Bank AG London	EUR	1,408	USD	1,746		9/14/12		(25,110	)
Deutsche Bank AG London	GBP	1,002	USD	1,545		9/14/12		(45,718	)
Deutsche Bank AG London	USD	2,228	SGD	2,770		9/14/12		(5,605	)
Goldman Sachs International	CAD	1,784	USD	1,775		9/14/12		(34,098	)
Goldman Sachs International	USD	1,583	EUR	1,309		9/14/12		63,544
Goldman Sachs International	GBP	3,977	USD	6,186		9/14/12		(129,002	)
HSBC BankUSA	USD	1,446	CAD	1,475		9/14/12		49,794
HSBC BankUSA	USD	946	JPY	75,105		9/14/12		13,570
JPMorgan Chase Bank	USD	2,108	CAD	2,113		9/14/12		35,289
Royal Bank of Canada	CAD	18,414	USD	17,832		9/14/12		(844,721	)
Royal Bank of Canada	EUR	16,680	USD	20,828		9/14/12		(153,771	)
Royal Bank of Scotland PLC	USD	1,838	MXN	24,513		9/14/12		16,421
Royal Bank of Scotland PLC	NOK	11,550	USD	1,978		9/14/12		(13,968	)
Royal Bank of Scotland PLC	SEK	9,072	USD	1,375		9/14/12		5,835
Standard Chartered Bank	USD	1,357	HKD	10,520		9/14/12		(630	)
State Street Bank and Trust Co.	BRL	6,440	USD	3,115		9/14/12		(52,470	)
State Street Bank and Trust Co.	USD	19,971	CNY	127,162		9/14/12		57,703
State Street Bank and Trust Co.	USD	2,506	INR	140,492		9/14/12		18,326
State Street Bank and Trust Co.	USD	2,162	IDR	20,453,303		9/14/12		(21,613	)
State Street Bank and Trust Co.	USD	1,949	MYR	6,085		9/14/12		(431	)
State Street Bank and Trust Co.	USD	1,215	RUB	39,384		9/14/12		3,813
State Street Bank and Trust Co.	USD	1,924	KRW	2,171,428		9/14/12		(11,279	)
State Street Bank and Trust Co.	THB	73,259	USD	2,318		9/14/12		(18,790	)
UBS AG	USD	1,647	CAD	1,684		9/14/12		60,700
UBS AG	USD	1,986	GBP	1,282		9/14/12		49,546
Westpac Banking Corp.	AUD	6,512	USD	6,398		9/14/12		(324,082	)
							$	(1,074,320)

230 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

CALL OPTIONS WRITTEN (see Note C)

Description	Contracts		Exercise Price		Expiration Month		U.S. $ Value
iShares Silver Trust(f)		654	$	37.00		October 2012	$	(10,137)
SPDR Gold Shares(f)		469		180.00		September 2012		(7,035)
(premium received $82,565)							$	(17,172)

PUT OPTIONS WRITTEN (see Note C)

Description	Contracts		Exercise Price		Expiration Month		U.S. $ Value
iShares Silver Trust(f)		654	$	22.00		October 2012	$	(3,270)
S&P 500 Index(f)		170		1,200.00		March 2013		(520,200)
SPDR Gold Shares(f)		469		140.00		September 2012		(1,173)
(premium received $819,116)							$	(524,643)

INTEREST RATE SWAP CONTRACTS (see Note C)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Bank of America, NA	$	6,040		3/30/22		2.263	%		3 Month LIBOR		$	(414,858)
Citibank, NA		1,500		3/27/18		2.45	%		CPI	#		(24,655)
											$	(439,513)

^#  Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

TOTAL RETURN SWAP CONTRACTS (see Note C)

Receive/ Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Index
Receive	Dow Jones-UBS Commodity Index 2 Month Forward		352,354		0.16	%	$	105,963		9/17/12	JPMorgan Chase Bank, NA	$	2,630,566
Receive	Dow Jones-UBS Commodity Index 2 Month Forward		11,503		0.16	%		3,459		9/17/12	JPMorgan Chase Bank, NA		85,878
Receive	Dow Jones-UBS Commodity Index 2 Month Forward		73,721		0.16	%		22,170		9/17/12	JPMorgan Chase Bank, NA		550,378

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 231

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

Receive/ Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid/ Received by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	Dow Jones-UBS Commodity Index		239,490		0.11	%	$	34,073		9/17/12	Merrill Lynch International	$	896,965
Receive	Dow Jones-UBS Commodity Index		27,086		0.11	%		3,854		9/17/12	Merrill Lynch International		101,446
												$	4,265,233

(a) Represents entire or partial securities out on loan. See Note D for securities lending information.

(b) Non-income producing security.

(c) Fair valued.

(d) Illiquid security.

(e) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding. The aggregate market value of these securities amounted to $12,727,673.

(f) One contract relates to 100 shares.

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

(h) Position, or a portion thereof, has been segregated to collateralize margin requirements for open futures contracts. The market value of the collateral amounted to $2,999,925.

Currency Abbreviations:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CHF – Swiss Franc

CNY – Chinese Yuan Renminbi

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

MYR – Malaysian Ringgit

NOK – Norwegian Krone

RUB – Russian Ruble

SEK – Swedish Krona

SGD – Singapore Dollar

THB – Thailand Baht

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

NVDR – Non Voting Depositary Receipt

REIT – Real Estate Investment Trust

TIPS – Treasury Inflation Protected Security

See notes to financial statements.

232 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Multi-Asset Real Return Portfolio—Consolidated Portfolio of Investments

VOLATILITY MANAGEMENT PORTFOLIO

PORTFOLIO OF INVESTMENTS

August 31, 2012

Company	Shares		U.S. $ Value
COMMON STOCKS – 25.8%
Information Technology – 4.1%
Communications Equipment – 0.4%
Cisco Systems, Inc.		145,300	$	2,772,324
F5 Networks, Inc.(a)		2,200		214,478
Harris Corp.		3,100		145,793
JDS Uniphase Corp.(a)		6,200		69,378
Juniper Networks, Inc.(a)		14,300		249,392
Motorola Solutions, Inc.		7,900		376,514
QUALCOMM, Inc.		46,500		2,857,890
				6,685,769
Computers & Peripherals – 1.2%
Apple, Inc.		25,460		16,937,010
Dell, Inc.(a)		40,300		426,777
EMC Corp./MA(a)		56,900		1,495,901
Hewlett-Packard Co.		53,600		904,768
Lexmark International, Inc. – Class A(b)		1,900		41,249
NetApp, Inc.(a)		9,800		338,296
SanDisk Corp.(a)		6,600		272,052
Seagate Technology PLC		10,180		325,862
Western Digital Corp.(a)		6,300		263,466
				21,005,381
Electronic Equipment & Instruments & Components – 0.1%
Amphenol Corp. – Class A		4,400		267,828
Corning, Inc.		41,100		492,789
FLIR Systems, Inc.		4,100		81,180
Jabil Circuit, Inc.		4,900		111,622
Molex, Inc.(b)		3,700		98,235
TE Connectivity Ltd.		11,600		407,972
				1,459,626
Internet Software & Services – 0.4%
Akamai Technologies, Inc.(a)		4,800		180,048
eBay, Inc.(a)		31,200		1,481,064
Google, Inc. – Class A(a)		6,950		4,761,376
VeriSign, Inc.(a)		4,300		205,024
Yahoo!, Inc.(a)		33,000		483,450
				7,110,962
IT Services – 0.8%
Accenture PLC		17,500		1,078,000
Automatic Data Processing, Inc.		13,300		772,464
Cognizant Technology Solutions Corp. – Class A(a)		8,300		533,524
Computer Sciences Corp.		4,200		135,282
Fidelity National Information Services, Inc.		6,400		201,600

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 233

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Fiserv, Inc.(a)		3,700	$	263,847
International Business Machines Corp.		31,300		6,098,805
Mastercard, Inc. – Class A		2,880		1,217,952
Paychex, Inc.		8,700		289,362
SAIC, Inc.(b)		7,500		91,575
Teradata Corp.(a)		4,600		351,348
Total System Services, Inc.		4,300		99,674
Visa, Inc. – Class A		13,500		1,731,375
Western Union Co. (The) – Class W		16,600		292,326
				13,157,134
Office Electronics – 0.0%
Xerox Corp.(b)		36,500		269,005
Semiconductors & Semiconductor Equipment – 0.4%
Advanced Micro Devices, Inc.(a)		15,900		59,148
Altera Corp.		8,700		324,771
Analog Devices, Inc.		8,100		321,894
Applied Materials, Inc.		34,700		405,643
Broadcom Corp. – Class A(a)		13,400		476,102
Intel Corp.		136,500		3,389,295
KLA-Tencor Corp.		4,500		230,895
Lam Research Corp.(a)		5,388		183,892
Linear Technology Corp.		6,200		204,755
LSI Corp.(a)		15,400		119,966
Microchip Technology, Inc.(b)		5,200		180,700
Micron Technology, Inc.(a)		26,800		166,428
NVIDIA Corp.(a)		16,700		234,301
Teradyne, Inc.(a)		5,000		78,100
Texas Instruments, Inc.		31,000		900,240
Xilinx, Inc.		7,100		240,761
				7,516,891
Software – 0.8%
Adobe Systems, Inc.(a)		13,400		419,018
Autodesk, Inc.(a)		6,200		192,510
BMC Software, Inc.(a)		4,300		178,020
CA, Inc.		9,600		249,888
Citrix Systems, Inc.(a)		5,100		396,219
Electronic Arts, Inc.(a)		8,600		114,638
Intuit, Inc.		8,000		468,320
Microsoft Corp.		202,900		6,253,378
Oracle Corp.		105,300		3,332,745
Red Hat, Inc.(a)		5,200		291,408
Salesforce.com, Inc.(a)		3,800		551,684
Symantec Corp.(a)		19,500		347,685
				12,795,513
				70,000,281

234 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Financials – 2.7%
Capital Markets – 0.4%
Ameriprise Financial, Inc.		5,900	$	323,969
Bank of New York Mellon Corp. (The)		32,300		728,042
BlackRock, Inc. – Class A		3,540		624,350
Charles Schwab Corp. (The)		29,300		395,257
E*Trade Financial Corp.(a)		6,900		59,133
Federated Investors, Inc. – Class B(b)		2,500		53,050
Franklin Resources, Inc.		3,900		457,860
Goldman Sachs Group, Inc. (The)		13,400		1,416,648
Invesco Ltd.		12,100		286,528
Legg Mason, Inc.		3,400		83,572
Morgan Stanley		41,300		619,500
Northern Trust Corp.		6,500		301,860
State Street Corp.		13,200		549,120
T Rowe Price Group, Inc.		6,900		423,936
				6,322,825
Commercial Banks – 0.6%
BB&T Corp.		18,900		596,106
Comerica, Inc.		5,300		162,763
Fifth Third Bancorp		24,900		376,986
First Horizon National Corp.		6,800		60,928
Huntington Bancshares, Inc./OH		23,400		154,440
KeyCorp		25,800		217,494
M&T Bank Corp.(b)		3,400		295,460
PNC Financial Services Group, Inc.		14,300		888,888
Regions Financial Corp.		38,300		266,568
SunTrust Banks, Inc.		14,600		367,482
US Bancorp		51,400		1,717,274
Wells Fargo & Co.		144,200		4,907,126
Zions Bancorporation		4,900		94,325
				10,105,840
Consumer Finance – 0.2%
American Express Co.		27,200		1,585,760
Capital One Financial Corp.		15,785		892,326
Discover Financial Services		14,400		557,712
SLM Corp.		13,200		207,900
				3,243,698
Diversified Financial Services – 0.6%
Bank of America Corp.		292,402		2,336,292
Citigroup, Inc.		79,500		2,361,945
CME Group, Inc. – Class A		9,000		494,100
IntercontinentalExchange, Inc.(a)		2,000		273,400
JPMorgan Chase & Co.		103,300		3,836,562
Leucadia National Corp.		5,300		113,314
Moody’s Corp.		5,300		209,880

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 235

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
NASDAQ OMX Group, Inc. (The)		3,300	$	75,471
NYSE Euronext		6,800		170,340
				9,871,304
Insurance – 0.7%
ACE Ltd.		9,200		678,316
Aflac, Inc.		12,700		586,486
Allstate Corp. (The)		13,300		495,824
American International Group, Inc.(a)		17,300		593,909
AON PLC		8,800		457,248
Assurant, Inc.		2,300		81,075
Berkshire Hathaway, Inc.(a)		47,700		4,023,018
Chubb Corp. (The)		7,300		539,397
Cincinnati Financial Corp.		4,400		170,104
Genworth Financial, Inc. – Class A(a)		13,300		70,357
Hartford Financial Services Group, Inc.		11,900		213,367
Lincoln National Corp.		7,700		178,794
Loews Corp.		8,300		337,395
Marsh & McLennan Cos., Inc.		14,800		505,716
MetLife, Inc.		28,800		982,944
Principal Financial Group, Inc.		8,100		222,264
Progressive Corp. (The)		16,500		322,245
Prudential Financial, Inc.		12,700		692,277
Torchmark Corp.		2,700		138,186
Travelers Cos., Inc. (The)		10,600		686,244
Unum Group		7,700		150,227
XL Group PLC		8,400		194,208
				12,319,601
Real Estate Investment Trusts (REITs) – 0.1%
American Tower Corp.		10,700		753,280
Plum Creek Timber Co., Inc.		4,400		180,092
				933,372
Real Estate Management & Development – 0.1%
CapitaLand Ltd.		317,050		767,347
CapitaMalls Asia Ltd.(b)		155,296		206,707
CBRE Group, Inc.(a)		8,900		154,059
Hang Lung Properties Ltd.		223,150		763,138
				1,891,251
Thrifts & Mortgage Finance – 0.0%
Hudson City Bancorp, Inc.		14,300		102,817
People’s United Financial, Inc.		9,600		114,912
				217,729
				44,905,620

236 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Health Care – 2.4%
Biotechnology – 0.3%
Alexion Pharmaceuticals, Inc.(a)		5,240	$	561,780
Amgen, Inc.		21,100		1,770,712
Biogen Idec, Inc.(a)		6,500		952,835
Celgene Corp.(a)		12,000		864,480
Gilead Sciences, Inc.(a)		20,500		1,182,645
				5,332,452
Health Care Equipment & Supplies – 0.4%
Baxter International, Inc.		14,900		874,332
Becton Dickinson and Co.		5,500		417,890
Boston Scientific Corp.(a)		38,700		208,980
CareFusion Corp.(a)		6,000		157,620
Covidien PLC		13,100		734,255
CR Bard, Inc.		2,300		225,653
DENTSPLY International, Inc.		3,800		137,826
Edwards Lifesciences Corp.(a)		3,100		316,541
Intuitive Surgical, Inc.(a)		1,130		555,723
Medtronic, Inc.(b)		28,200		1,146,612
St. Jude Medical, Inc.		8,500		320,960
Stryker Corp.		8,800		468,688
Varian Medical Systems, Inc.(a)		3,000		176,370
Zimmer Holdings, Inc.		4,800		296,544
				6,037,994
Health Care Providers & Services – 0.4%
Aetna, Inc.		9,400		361,054
AmerisourceBergen Corp. – Class A		6,800		261,936
Cardinal Health, Inc.		9,400		371,770
CIGNA Corp.		7,800		357,006
Coventry Health Care, Inc.		3,800		158,194
DaVita, Inc.(a)		2,600		252,902
Express Scripts Holding Co.(a)		21,883		1,370,314
Humana, Inc.		4,400		308,352
Laboratory Corp. of America Holdings(a)		2,600		228,670
McKesson Corp.		6,400		557,504
Patterson Cos., Inc.(b)		2,300		78,131
Quest Diagnostics, Inc.		4,300		260,021
Tenet Healthcare Corp.(a)(b)		11,200		58,128
UnitedHealth Group, Inc.		28,100		1,525,830
WellPoint, Inc.		9,000		538,830
				6,688,642
Health Care Technology – 0.0%
Cerner Corp.(a)		4,000		292,560

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 237

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Life Sciences Tools & Services – 0.1%
Agilent Technologies, Inc.		9,400	$	349,304
Life Technologies Corp.(a)		4,800		229,008
PerkinElmer, Inc.		3,000		81,900
Thermo Fisher Scientific, Inc.		10,000		573,500
Waters Corp.(a)		2,400		192,456
				1,426,168
Pharmaceuticals – 1.2%
Abbott Laboratories		42,700		2,798,558
Allergan, Inc./United States		8,400		723,492
Bristol-Myers Squibb Co.		45,800		1,511,858
Eli Lilly & Co.		27,700		1,244,007
Forest Laboratories, Inc.(a)		7,200		249,768
Hospira, Inc.(a)		4,400		147,752
Johnson & Johnson		74,500		5,023,535
Merck & Co., Inc.		82,500		3,551,625
Mylan, Inc./PA(a)		11,600		273,412
Perrigo Co.		2,600		285,922
Pfizer, Inc.		203,200		4,848,352
Watson Pharmaceuticals, Inc.(a)		3,500		284,725
				20,943,006
				40,720,822
Industrials – 2.3%
Aerospace & Defense – 0.5%
Boeing Co. (The)		20,300		1,449,420
General Dynamics Corp.		9,800		641,998
Honeywell International, Inc.		21,100		1,233,295
L-3 Communications Holdings, Inc.		2,600		182,624
Lockheed Martin Corp.		7,200		656,208
Northrop Grumman Corp.		6,800		454,852
Precision Castparts Corp.		4,000		644,320
Raytheon Co.		9,000		508,680
Rockwell Collins, Inc.		3,900		190,593
Textron, Inc.		7,600		203,072
United Technologies Corp.		24,700		1,972,295
				8,137,357
Air Freight & Logistics – 0.2%
CH Robinson Worldwide, Inc.		4,400		249,084
Expeditors International of Washington, Inc.		5,700		208,677
FedEx Corp.		8,600		753,618
United Parcel Service, Inc. – Class B		26,100		1,926,441
				3,137,820
Airlines – 0.0%
Southwest Airlines Co.		20,800		185,952

238 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Building Products – 0.0%
Masco Corp.(b)		9,600	$	135,936
Commercial Services & Supplies – 0.1%
Avery Dennison Corp.		2,800		87,444
Cintas Corp.		3,000		121,260
Pitney Bowes, Inc.(b)		5,400		72,144
Republic Services, Inc. – Class A		8,500		235,025
RR Donnelley & Sons Co.(b)		4,800		52,704
Stericycle, Inc.(a)		2,300		210,496
Waste Management, Inc.		12,500		432,250
				1,211,323
Construction & Engineering – 0.0%
Fluor Corp.		4,600		236,900
Jacobs Engineering Group, Inc.(a)		3,500		138,390
Quanta Services, Inc.(a)		5,700		136,800
				512,090
Electrical Equipment – 0.1%
Cooper Industries PLC		4,300		314,545
Emerson Electric Co.		19,900		1,009,328
First Solar, Inc.(a)(b)		1,600		31,984
Rockwell Automation, Inc.		3,900		281,034
Roper Industries, Inc.		2,700		277,533
				1,914,424
Industrial Conglomerates – 0.6%
3M Co.		18,800		1,740,880
Danaher Corp.		15,600		835,692
General Electric Co.		287,500		5,954,125
Tyco International Ltd.		12,600		710,388
				9,241,085
Industrial Warehouse Distribution – 0.2%
Ascendas Real Estate Investment Trust		208,000		394,343
DCT Industrial Trust, Inc.		24,760		156,483
EastGroup Properties, Inc.		2,830		151,688
First Industrial Realty Trust, Inc.(a)(b)		8,850		114,165
Global Logistic Properties Ltd.		229,715		437,531
Hansteen Holdings PLC		63,863		76,116
Mapletree Industrial Trust		122,062		133,246
Mapletree Logistics Trust		181,905		162,034
ProLogis, Inc.		58,285		1,991,598
Segro PLC		74,125		272,051
Warehouses De Pauw SCA		990		48,511
				3,937,766

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 239

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Machinery – 0.4%
Caterpillar, Inc.		17,700	$	1,510,341
Cummins, Inc.		5,200		504,972
Deere & Co.		10,800		811,188
Dover Corp.		5,000		289,050
Eaton Corp.(b)		9,100		406,952
Flowserve Corp.		1,500		191,490
Illinois Tool Works, Inc.		12,900		764,841
Ingersoll-Rand PLC		8,100		378,756
Joy Global, Inc.		2,900		154,802
PACCAR, Inc.		9,700		387,127
Pall Corp.		3,100		172,081
Parker Hannifin Corp.		4,100		327,918
Snap-On, Inc.		1,600		111,072
Stanley Black & Decker, Inc.		4,600		302,588
Xylem, Inc./NY		5,000		121,450
				6,434,628
Mixed Office Industrial – 0.0%
Goodman Group		153,958		636,383
Professional Services – 0.0%
Dun & Bradstreet Corp. (The)		1,300		105,235
Equifax, Inc.		3,300		151,074
Robert Half International, Inc.		3,800		99,940
				356,249
Road & Rail – 0.2%
CSX Corp.		28,200		633,372
Norfolk Southern Corp.		8,800		637,648
Ryder System, Inc.		1,400		56,014
Union Pacific Corp.		12,900		1,566,576
				2,893,610
Trading Companies & Distributors – 0.0%
Fastenal Co.(b)		8,000		344,720
WW Grainger, Inc.		1,700		350,132
				694,852
				39,429,475
Energy – 2.3%
Energy Equipment & Services – 0.4%
Baker Hughes, Inc.		11,900		542,640
Cameron International Corp.(a)		6,700		366,557
Diamond Offshore Drilling, Inc.		1,900		127,338
Ensco PLC		6,300		361,431
FMC Technologies, Inc.(a)		6,500		304,460
Halliburton Co.		25,000		819,000
Helmerich & Payne, Inc.		2,900		132,356

240 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Nabors Industries Ltd.(a)		7,800	$	115,206
National Oilwell Varco, Inc.		11,600		914,080
Noble Corp.(a)		6,800		259,352
Rowan Cos. PLC(a)		3,300		116,094
Schlumberger Ltd.		36,200		2,620,156
				6,678,670
Oil, Gas & Consumable Fuels – 1.9%
Alpha Natural Resources, Inc.(a)		5,900		35,046
Anadarko Petroleum Corp.		13,600		942,072
Apache Corp.		10,600		908,950
Cabot Oil & Gas Corp.		5,700		236,037
Chesapeake Energy Corp.(b)		17,900		346,365
Chevron Corp.		53,600		6,011,776
ConocoPhillips		34,300		1,947,897
Consol Energy, Inc.		6,100		184,220
Denbury Resources, Inc.(a)		10,600		164,194
Devon Energy Corp.		11,000		636,130
EOG Resources, Inc.		7,300		790,590
EQT Corp.		4,100		221,236
Exxon Mobil Corp.		126,910		11,079,243
Hess Corp.		8,200		414,346
Kinder Morgan, Inc./Delaware		13,635		487,724
Marathon Oil Corp.		19,100		531,362
Marathon Petroleum Corp.		9,200		476,100
Murphy Oil Corp.		5,300		272,049
Newfield Exploration Co.(a)		3,600		117,468
Noble Energy, Inc.		4,800		421,920
Occidental Petroleum Corp.		22,000		1,870,220
Peabody Energy Corp.		7,300		157,899
Phillips 66		16,900		709,800
Pioneer Natural Resources Co.		3,400		331,024
QEP Resources, Inc.		4,800		137,712
Range Resources Corp.		4,400		286,836
Southwestern Energy Co.(a)		9,400		292,622
Spectra Energy Corp.		17,700		500,202
Sunoco, Inc.(b)		2,900		136,851
Tesoro Corp.		3,800		151,012
Valero Energy Corp.		15,000		468,900
Williams Cos., Inc. (The)		16,900		545,363
WPX Energy, Inc.(a)		5,300		82,680
				31,895,846
				38,574,516
Consumer Staples – 2.3%
Beverages – 0.6%
Beam, Inc.		4,300		250,948
Brown-Forman Corp. – Class B		4,050		259,605

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 241

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Coca-Cola Co. (The)		122,400	$	4,577,760
Coca-Cola Enterprises, Inc.		8,100		239,193
Constellation Brands, Inc. – Class A(a)		4,100		135,054
Dr Pepper Snapple Group, Inc.		5,700		255,417
Molson Coors Brewing Co. – Class B		4,200		187,068
Monster Beverage Corp.(a)		4,210		248,095
PepsiCo, Inc.		42,500		3,078,275
				9,231,415
Food & Staples Retailing – 0.5%
Costco Wholesale Corp.		11,800		1,154,866
CVS Caremark Corp.		34,800		1,585,140
Kroger Co. (The)		15,200		338,656
Safeway, Inc.(b)		6,500		101,725
Sysco Corp.		15,800		478,740
Wal-Mart Stores, Inc.		46,800		3,397,680
Walgreen Co.		23,400		836,784
Whole Foods Market, Inc.		4,400		425,700
				8,319,291
Food Products – 0.4%
Archer-Daniels-Midland Co.		17,800		476,150
Campbell Soup Co.(b)		4,800		168,672
ConAgra Foods, Inc.		11,200		281,232
Dean Foods Co.(a)		5,000		82,100
General Mills, Inc.		17,500		688,275
Hershey Co. (The)		4,100		294,462
HJ Heinz Co.		8,700		484,764
Hormel Foods Corp.		3,700		106,264
JM Smucker Co. (The)		3,100		263,407
Kellogg Co.		6,700		339,355
Kraft Foods, Inc. – Class A		48,100		1,997,593
McCormick & Co., Inc./MD		3,600		221,184
Mead Johnson Nutrition Co. – Class A		5,500		403,315
Tyson Foods, Inc. – Class A		7,800		122,148
				5,928,921
Household Products – 0.4%
Clorox Co. (The)		3,500		254,625
Colgate-Palmolive Co.		13,000		1,382,030
Kimberly-Clark Corp.		10,700		894,520
Procter & Gamble Co. (The)		74,400		4,998,936
				7,530,111
Personal Products – 0.0%
Avon Products, Inc.		11,700		180,765
Estee Lauder Cos., Inc. (The) – Class A		6,100		365,695
				546,460

242 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Tobacco – 0.4%
Altria Group, Inc.		55,200	$	1,874,592
Lorillard, Inc.		3,600		451,836
Philip Morris International, Inc.		46,300		4,134,590
Reynolds American, Inc.		9,000		414,900
				6,875,918
				38,432,116
Consumer Discretionary – 2.2%
Auto Components – 0.0%
BorgWarner, Inc.(a)		3,100		213,218
Goodyear Tire & Rubber Co. (The)(a)		6,600		80,520
Johnson Controls, Inc.		18,400		500,664
				794,402
Automobiles – 0.1%
Ford Motor Co.		103,500		966,690
Harley-Davidson, Inc.		6,300		264,348
				1,231,038
Distributors – 0.0%
Genuine Parts Co.		4,200		265,272
Diversified Consumer Services – 0.0%
Apollo Group, Inc. – Class A(a)		2,700		72,495
DeVry, Inc.		1,500		28,965
H&R Block, Inc.		7,400		122,544
				224,004
Hotels, Restaurants & Leisure – 0.4%
Carnival Corp.		12,300		426,564
Chipotle Mexican Grill, Inc. – Class A(a)		900		259,776
Darden Restaurants, Inc.		3,500		181,825
International Game Technology		8,000		98,320
Marriott International, Inc./DE – Class A		7,200		271,296
McDonald’s Corp.		27,600		2,469,924
Starbucks Corp.		20,600		1,021,966
Starwood Hotels & Resorts Worldwide, Inc.		5,400		297,702
Wynn Resorts Ltd.		2,200		226,974
Yum! Brands, Inc.		12,500		796,500
				6,050,847
Household Durables – 0.1%
DR Horton, Inc.		7,600		144,324
Harman International Industries, Inc.		1,900		87,457
Leggett & Platt, Inc.		3,800		90,212
Lennar Corp. – Class A(b)		4,400		142,692
Newell Rubbermaid, Inc.		7,800		139,854
PulteGroup Inc(a)		9,100		124,488

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 243

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Whirlpool Corp.		2,100	$	158,466
				887,493
Internet & Catalog Retail – 0.2%
Amazon.com, Inc.(a)		9,800		2,432,654
Expedia, Inc.		2,400		123,264
NetFlix, Inc.(a)(b)		1,500		89,580
priceline.com, Inc.(a)		1,360		822,215
TripAdvisor, Inc.(a)		2,500		83,600
				3,551,313
Leisure Equipment & Products – 0.0%
Hasbro, Inc.(b)		3,100		116,281
Mattel, Inc.		9,200		323,288
				439,569
Media – 0.7%
Cablevision Systems Corp.		5,800		86,710
CBS Corp. – Class B		17,500		635,950
Comcast Corp. – Class A		73,100		2,451,043
DIRECTV(a)		17,800		927,202
Discovery Communications, Inc. –Class A(a)		6,900		378,396
Gannett Co., Inc.		6,300		96,138
Interpublic Group of Cos., Inc. (The)		12,000		127,680
McGraw-Hill Cos., Inc. (The)		7,600		389,120
News Corp. – Class A		57,100		1,335,569
Omnicom Group, Inc.(b)		7,400		380,138
Scripps Networks Interactive, Inc. –Class A		2,500		147,750
Time Warner Cable, Inc. – Class A		8,500		754,970
Time Warner, Inc.		26,000		1,080,300
Viacom, Inc. – Class B		14,300		715,143
Walt Disney Co. (The)		48,500		2,399,295
Washington Post Co. (The) – Class B(b)		200		70,500
				11,975,904
Multiline Retail – 0.2%
Big Lots, Inc.(a)		1,700		51,748
Dollar Tree, Inc.(a)		6,300		303,471
Family Dollar Stores, Inc.		3,200		203,648
JC Penney Co., Inc.(b)		3,900		101,712
Kohl’s Corp.(b)		6,500		339,300
Macy’s, Inc.		11,200		451,472
Nordstrom, Inc.		4,300		248,669
Sears Holdings Corp.(a)(b)		1,000		52,750
Target Corp.		17,900		1,147,211
				2,899,981

244 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Specialty Retail – 0.4%
Abercrombie & Fitch Co. – Class A		2,200	$	79,178
AutoNation, Inc.(a)(b)		1,100		44,220
AutoZone, Inc.(a)		760		274,846
Bed Bath & Beyond, Inc.(a)		6,300		423,171
Best Buy Co., Inc.		7,500		133,050
CarMax, Inc.(a)		6,100		186,599
GameStop Corp. – Class A(b)		3,500		66,780
Gap, Inc. (The)		9,000		322,380
Home Depot, Inc. (The)		41,500		2,355,125
Limited Brands, Inc.		6,500		315,900
Lowe’s Cos., Inc.		31,900		908,512
O’Reilly Automotive, Inc.(a)(b)		3,400		288,830
Ross Stores, Inc.		6,100		422,059
Staples, Inc.		18,700		204,204
Tiffany & Co.		3,400		210,630
TJX Cos., Inc.		20,100		920,379
Urban Outfitters, Inc.(a)		3,000		112,620
				7,268,483
Textiles, Apparel & Luxury Goods – 0.1%
Coach, Inc.		7,800		453,414
Fossil, Inc.(a)		1,429		121,394
NIKE, Inc. – Class B		10,000		973,600
Ralph Lauren Corp.		1,800		285,570
VF Corp.		2,400		366,432
				2,200,410
				37,788,716
Equity:Other – 2.1%
Diversified/Specialty – 1.5%
Activia Properties, Inc.(a)		22		130,379
Affine SA		450		6,476
Alexandria Real Estate Equities, Inc.		6,160		455,224
American Assets Trust, Inc.(b)		3,900		106,314
ANF Immobilier		1,100		45,589
Artis Real Estate Investment Trust		10,850		182,714
Azrieli Group		3,650		68,012
Beni Stabili SpA		95,750		42,255
BioMed Realty Trust, Inc.		15,350		284,435
British Land Co. PLC		88,450		757,090
CA Immobilien Anlagen AG(a)		8,769		86,007
Campus Crest Communities, Inc.(b)		3,100		33,480
Canadian Real Estate Investment Trust		6,800		288,349
CapLease, Inc.		6,600		32,340
City Developments Ltd.		68,200		631,022
Cofinimmo		1,570		172,528
Conwert Immobilien Invest SE		8,544		93,363

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 245

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Country Garden Holdings Co., Ltd.(a)		364,499	$	129,048
Cousins Properties, Inc.(b)		10,314		82,409
Crown Castle International Corp.(a)		6,990		443,585
Daejan Holdings PLC		505		24,280
Dexus Property Group		483,780		478,785
DIC Asset AG		3,450		30,645
Digital Realty Trust, Inc.(b)		11,010		820,355
Duke Realty Corp.		26,610		385,845
Dundee Real Estate Investment Trust		8,300		321,980
DuPont Fabros Technology, Inc.(b)		6,290		173,352
Eurobank Properties Real Estate Investment Co.		1,820		9,271
F&C Commercial Property Trust Ltd.		53,083		87,583
Fastighets AB Balder(a)		11,300		56,697
FKP Property Group		3,892		1,211
FKP Property Group(b)		90,790		28,255
Fonciere Des Regions		2,720		190,905
Forest City Enterprises, Inc.(a)		15,010		226,351
Gecina SA		1,810		172,992
GPT Group		181,230		657,798
Granite Real Estate, Inc.		4,700		170,216
H&R Real Estate Investment Trust		18,050		463,267
Hamborner REIT AG		3,400		29,166
Helical Bar PLC		11,766		34,096
Henderson Land Development Co., Ltd.(b)		117,400		724,233
Hysan Development Co., Ltd.		78,800		355,029
ICADE		2,150		163,199
Investors Real Estate Trust(b)		8,610		71,893
Iron Mountain, Inc.		4,600		150,880
Keppel Land Ltd.		74,450		203,000
Kerry Properties Ltd.		71,400		341,414
Kiwi Income Property Trust		97,250		85,586
Klovern AB		12,440		44,944
Kungsleden AB		13,650		72,135
Land Securities Group PLC		77,869		977,012
Lexington Realty Trust(b)		15,380		144,264
London & Stamford Property PLC		54,527		104,090
Mapletree Commercial Trust		139,500		123,244
Mitsubishi Estate Co., Ltd.		104,240		1,839,406
Mitsui Fudosan Co., Ltd.		88,090		1,646,263
Mobimo Holding AG(a)		600		138,572
Morguard Real Estate Investment Trust		4,300		74,506
Mucklow A & J Group PLC		5,968		35,251
New World China Land Ltd.		259,150		83,086
New World Development Co., Ltd.		457,550		571,862
Nieuwe Steen Investments NV		6,324		52,699
Nomura Real Estate Holdings, Inc.		7,580		127,029

246 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Picton Property Income Ltd.		34,384	$	21,534
Premier Investment Corp.		20		72,507
Quintain Estates & Development PLC(a)		51,712		45,104
Schroder Real Estate Investment Trust Ltd.		35,563		22,523
Shui On Land Ltd.(b)		291,150		106,612
Sino Land Co., Ltd.		294,360		485,870
Soho China Ltd.		207,450		131,865
Sponda Oyj(b)		28,310		112,012
ST Modwen Properties PLC		15,023		47,165
Standard Life Investment Property Income Trust PLC		13,650		13,292
Sumitomo Realty & Development Co., Ltd.		47,590		1,169,267
Sun Hung Kai Properties Ltd.		196,100		2,552,563
Suntec Real Estate Investment Trust		223,050		258,934
Swire Properties Ltd.		64,300		184,357
TAG Immobilien AG(b)		9,670		92,183
Tokyu Land Corp.		39,820		196,624
Tokyu REIT, Inc.		13		63,795
Top REIT, Inc.		16		74,780
Unite Group PLC		15,873		61,714
United Urban Investment Corp.		210		235,254
UOL Group Ltd.		57,700		244,463
Vornado Realty Trust		23,520		1,909,118
Wallenstam AB		11,600		126,462
Washington Real Estate Investment Trust		6,590		177,007
Wereldhave Belgium NV		250		23,662
Wereldhave NV		2,170		111,501
Weyerhaeuser Co.		14,500		361,195
Wharf Holdings Ltd.		151,350		939,144
Wihlborgs Fastigheter AB		7,670		111,604
Winthrop Realty Trust(b)		2,450		27,832
				26,543,209
Health Care – 0.5%
Chartwell Seniors Housing Real Estate Investment Trust		17,000		178,493
Extendicare Inc/US(b)		8,400		68,086
HCP, Inc.		53,360		2,447,090
Health Care REIT, Inc.		27,070		1,581,971
Healthcare Realty Trust, Inc.		7,750		188,015
LTC Properties, Inc.(b)		3,000		101,220
Medical Properties Trust, Inc.		13,430		138,463
National Health Investors, Inc.		2,800		146,272
Omega Healthcare Investors, Inc.		10,540		253,171
Primary Health Properties PLC		7,459		40,488
Sabra Health Care REIT, Inc.		3,650		69,970

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 247

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Senior Housing Properties Trust		16,230	$	359,008
Universal Health Realty Income Trust(b)		1,260		54,394
Ventas, Inc.		37,240		2,438,848
				8,065,489
Triple Net – 0.1%
Agree Realty Corp.(b)		1,100		27,302
Entertainment Properties Trust		4,660		212,449
Getty Realty Corp.(b)		2,500		44,775
National Retail Properties, Inc.		10,700		332,342
Realty Income Corp.(b)		13,320		561,172
				1,178,040
				35,786,738
Retail – 1.5%
Regional Mall – 0.7%
Alexander’s, Inc.		240		107,914
CapitaMall Trust		249,550		396,762
CBL & Associates Properties, Inc.		14,790		316,062
CFS Retail Property Trust Group		211,480		419,244
General Growth Properties, Inc.		46,900		965,202
Glimcher Realty Trust		13,930		145,986
Macerich Co. (The)		13,170		784,537
Pennsylvania Real Estate Investment Trust		5,560		87,403
Rouse Properties, Inc.(b)		2,400		33,360
Simon Property Group, Inc.		38,620		6,128,994
Taubman Centers, Inc.		5,900		472,118
Westfield Group		230,730		2,371,677
				12,229,259
Shopping Center/Other Retail – 0.8%
Acadia Realty Trust		4,360		108,564
Aeon Mall Co., Ltd.		9,020		211,337
American Realty Capital Trust, Inc.		15,800		186,440
BWP Trust		52,510		107,676
Calloway Real Estate Investment Trust		10,700		318,042
Capital & Counties Properties PLC		68,365		233,202
Capital Shopping Centres Group PLC		64,423		344,995
Cedar Realty Trust, Inc.(b)		6,900		37,881
Centro Retail Australia		134,050		296,708
Charter Hall Retail REIT		30,226		108,885
Citycon OYJ		20,830		63,027
Corio NV		9,243		393,658
Crombie Real Estate Investment Trust		4,550		69,237
DDR Corp.		28,220		429,508
Deutsche Euroshop AG		5,165		188,461
Development Securities PLC		12,213		31,283
Equity One, Inc.		5,730		121,476

248 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Eurocommercial Properties NV		4,040	$	142,473
Federal Realty Investment Trust		6,380		688,466
First Capital Realty, Inc.(b)		7,180		140,213
Hammerson PLC		70,728		513,049
Immobiliare Grande Distribuzione		13,150		12,863
Inland Real Estate Corp.(b)		8,850		72,570
Japan Retail Fund Investment Corp.(b)		192		328,741
Kimco Realty Corp.		51,530		1,047,090
Kite Realty Group Trust		6,350		32,639
Klepierre		9,450		304,228
Link REIT (The)		224,900		1,003,204
Mercialys SA		4,590		94,170
Primaris Retail Real Estate Investment Trust		8,750		211,704
Ramco-Gershenson Properties Trust		4,630		60,005
Regency Centers Corp.		8,970		439,530
Retail Opportunity Investments Corp.(b)		5,000		62,850
RioCan Real Estate Investment Trust (Toronto)		28,500		798,549
Saul Centers, Inc.		1,440		62,078
Shaftesbury PLC		24,983		206,162
Tanger Factory Outlet Centers		9,240		310,002
Unibail-Rodamco SE		9,160		1,863,030
Urstadt Biddle Properties, Inc.(b)		2,050		39,975
Vastned Retail NV		1,860		75,793
Weingarten Realty Investors		12,070		337,115
Westfield Retail Trust		305,330		913,933
				13,010,812
				25,240,071
Residential – 0.9%
Multi-Family – 0.7%
Advance Residence Investment Corp.		50		100,836
Agile Property Holdings Ltd.(b)		138,850		160,053
Apartment Investment & Management Co. – Class A		17,090		452,543
Associated Estates Realty Corp.(b)		4,200		63,882
AvalonBay Communities, Inc.		12,100		1,712,392
Boardwalk Real Estate Investment Trust		4,800		313,297
BRE Properties, Inc.		7,670		382,886
Camden Property Trust		8,050		558,912
Canadian Apartment Properties REIT		9,300		233,974
Colonia Real Estate AG(a)		2,180		9,773
Colonial Properties Trust		8,700		190,704
Deutsche Wohnen AG		14,600		246,621
Equity Lifestyle Properties, Inc.		4,140		284,666
Equity Residential		38,250		2,310,300
Essex Property Trust, Inc.		3,530		536,489

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 249

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
GAGFAH SA(a)		8,850	$	95,590
Grainger PLC		41,465		64,566
GSW Immobilien AG		5,050		179,758
Home Properties, Inc.		4,850		309,673
Killam Properties, Inc.(b)		4,900		64,472
Mid-America Apartment Communities, Inc.		4,080		277,440
Mirvac Group		341,500		477,929
Nippon Accommodations Fund, Inc.(b)		15		100,608
Northern Property Real Estate Investment Trust		3,150		101,746
Patrizia Immobilien AG(a)		2,860		16,061
Post Properties, Inc.		5,300		270,565
Shimao Property Holdings Ltd.(b)		138,600		210,478
Stockland		222,950		734,712
Sun Communities, Inc.(b)		2,640		120,938
UDR, Inc.		26,480		668,620
Wing Tai Holdings Ltd.		58,525		71,844
Yanlord Land Group Ltd.(a)(b)		58,438		54,770
				11,377,098
Self Storage – 0.2%
Big Yellow Group PLC		13,054		62,866
CubeSmart		12,230		157,767
Extra Space Storage, Inc.		10,300		351,333
Public Storage		16,670		2,426,485
Safestore Holdings PLC		18,683		30,259
Sovran Self Storage, Inc.		2,880		163,728
				3,192,438
Student Housing – 0.0%
American Campus Communities, Inc.		7,470		348,251
Education Realty Trust, Inc.		9,430		109,011
				457,262
				15,026,798
Office – 0.8%
Office – 0.8%
Allied Properties Real Estate Investment Trust		5,600		173,837
Allreal Holding AG(a)		780		113,156
Alstria Office REIT-AG		7,870		86,338
Befimmo SCA Sicafi		1,820		105,269
Boston Properties, Inc.		19,100		2,141,683
Brandywine Realty Trust		14,250		173,850
Brookfield Office Properties, Inc.(b)		37,500		629,597
CapitaCommercial Trust		211,350		240,962
Castellum AB		17,210		229,668
Champion REIT		246,450		107,869

250 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Cominar Real Estate Investment Trust		11,055	$	271,398
Commonwealth Property Office Fund		238,040		253,694
CommonWealth REIT		8,330		124,700
Corporate Office Properties Trust		7,150		159,874
Derwent London PLC		10,170		309,701
Douglas Emmett, Inc.		10,440		250,456
Fabege AB		16,540		146,538
First Potomac Realty Trust		5,050		64,691
Franklin Street Properties Corp.(b)		8,270		91,962
Government Properties Income Trust(b)		3,520		79,517
Great Portland Estates PLC		31,281		218,315
Highwoods Properties, Inc.		7,380		240,662
Hongkong Land Holdings Ltd.		174,200		1,064,349
Hufvudstaden AB – Class A		15,230		186,780
Intervest Offices & Warehouses		650		15,126
Investa Office Fund		61,383		179,980
IVG Immobilien AG(a)		15,550		35,237
Japan Prime Realty Investment Corp.		73		205,222
Japan Real Estate Investment Corp.		56		547,406
Kenedix Realty Investment Corp. –Class A(b)		29		95,440
Kilroy Realty Corp.		6,820		321,972
Liberty Property Trust		11,730		432,602
Mack-Cali Realty Corp.		8,770		234,159
Mori Trust Sogo Reit, Inc.(b)		13		115,173
Nippon Building Fund, Inc.		63		638,623
Nomura Real Estate Office Fund, Inc.		31		178,876
NorthWest Healthcare Properties Real Estate Investment Trust		3,500		46,264
Norwegian Property ASA		49,850		71,868
NTT Urban Development Corp.		85		64,733
Orix JREIT, Inc.(b)		22		100,824
Parkway Properties Inc./MD(b)		2,150		24,962
Piedmont Office Realty Trust, Inc.(b)		17,250		292,732
Prime Office REIT-AG		3,900		16,924
PS Business Parks, Inc.		1,790		122,024
PSP Swiss Property AG(a)		4,630		430,324
SL Green Realty Corp.		8,980		723,788
Societe de la Tour Eiffel		570		31,020
Societe Immobiliere de Location pour l’Industrie et le Commerce		1,290		125,570
Swiss Prime Site AG(a)		5,430		446,775
Technopolis Oyj		7,510		32,264
Tokyo Tatemono Co., Ltd.(a)		32,460		108,175
Workspace Group PLC		14,297		58,570
				13,161,499

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 251

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Utilities – 0.7%
Electric Utilities – 0.4%
American Electric Power Co., Inc.		13,100	$	563,169
Duke Energy Corp.		19,058		1,234,577
Edison International		8,800		385,352
Entergy Corp.		4,800		326,784
Exelon Corp.		23,082		841,801
FirstEnergy Corp.		11,300		493,810
NextEra Energy, Inc.		11,300		760,603
Northeast Utilities		8,500		320,195
Pepco Holdings, Inc.		6,100		117,791
Pinnacle West Capital Corp.		3,000		154,110
PPL Corp.		15,700		460,481
Southern Co. (The)		23,600		1,069,788
Xcel Energy, Inc.		13,200		368,148
				7,096,609
Gas Utilities – 0.0%
AGL Resources, Inc.		3,200		126,880
Oneok, Inc.		5,600		249,368
				376,248
Independent Power Producers & Energy Traders – 0.0%
AES Corp. (The)(a)(b)		17,400		198,186
NRG Energy, Inc.		6,100		130,174
				328,360
Multi-Utilities – 0.3%
Ameren Corp.		6,500		212,680
CenterPoint Energy, Inc.		11,500		234,485
CMS Energy Corp.		7,000		161,490
Consolidated Edison, Inc.		8,000		484,960
Dominion Resources, Inc./VA		15,500		813,440
DTE Energy Co.		4,600		268,640
Integrys Energy Group, Inc.		2,100		113,379
NiSource, Inc.		7,700		187,418
PG&E Corp.		11,400		494,874
Public Service Enterprise Group, Inc.		13,700		433,742
SCANA Corp.(b)		3,100		146,816
Sempra Energy		6,500		430,300
TECO Energy, Inc.		5,800		100,688
Wisconsin Energy Corp.		6,200		235,352
				4,318,264
				12,119,481
Materials – 0.7%
Chemicals – 0.5%
Air Products & Chemicals, Inc.		5,800		478,964

252 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Airgas, Inc.		1,900	$	157,833
CF Industries Holdings, Inc.		1,800		372,618
Dow Chemical Co. (The)		32,400		949,644
Eastman Chemical Co.		4,100		226,566
Ecolab, Inc.		7,900		505,837
EI du Pont de Nemours & Co.		25,400		1,263,650
FMC Corp.		3,700		200,984
International Flavors & Fragrances, Inc.		2,200		133,144
Monsanto Co.		14,500		1,263,095
Mosaic Co. (The)		8,100		469,071
PPG Industries, Inc.		4,200		462,084
Praxair, Inc.		8,100		854,550
Sherwin-Williams Co. (The)		2,400		343,392
Sigma-Aldrich Corp.(b)		3,300		234,399
				7,915,831
Construction Materials – 0.0%
Vulcan Materials Co.		3,500		136,220
Containers & Packaging – 0.0%
Ball Corp.		4,200		177,114
Bemis Co., Inc.		2,700		81,702
Owens-Illinois, Inc.(a)		4,400		76,912
Sealed Air Corp.		5,200		74,204
				409,932
Metals & Mining – 0.2%
Alcoa, Inc.		28,900		247,384
Allegheny Technologies, Inc.		2,900		85,956
Cliffs Natural Resources, Inc.		3,800		136,192
Freeport-McMoRan Copper & Gold, Inc.		25,700		928,027
Newmont Mining Corp.		13,400		679,112
Nucor Corp.		8,600		323,790
Titanium Metals Corp.		2,200		26,928
United States Steel Corp.(b)		3,900		75,855
				2,503,244
Paper & Forest Products – 0.0%
International Paper Co.		11,800		407,808
MeadWestvaco Corp.		4,600		132,296
				540,104
				11,505,331
Telecommunication Services – 0.6%
Diversified Telecommunication Services – 0.6%
AT&T, Inc.		159,100		5,829,424
CenturyLink, Inc.		16,800		709,968
Frontier Communications Corp.(b)		27,000		124,740
Verizon Communications, Inc.		77,100		3,310,674

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 253

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
Windstream Corp.(b)		15,900	$	156,933
				10,131,739
Wireless Telecommunication Services – 0.0%
MetroPCS Communications, Inc.(a)		7,900		76,867
Sprint Nextel Corp.(a)		81,300		394,305
				471,172
				10,602,911
Lodging – 0.2%
Lodging – 0.2%
Ashford Hospitality Trust, Inc.(b)		6,760		55,973
CDL Hospitality Trusts		71,738		116,931
Chesapeake Lodging Trust(b)		3,200		59,616
DiamondRock Hospitality Co.		16,670		160,365
FelCor Lodging Trust, Inc.(a)(b)		12,440		57,722
Hersha Hospitality Trust(b)		19,790		98,554
Hospitality Properties Trust		12,310		296,302
Host Hotels & Resorts, Inc.		91,260		1,396,278
InnVest Real Estate Investment Trust		9,300		47,738
LaSalle Hotel Properties		8,550		232,988
Pebblebrook Hotel Trust		5,200		122,876
RLJ Lodging Trust(b)		10,600		189,104
Strategic Hotels & Resorts, Inc.(a)		20,400		124,440
Sunstone Hotel Investors, Inc.(a)(b)		11,780		122,865
Wyndham Worldwide Corp.		4,000		208,560
				3,290,312
Total Common Stocks (cost $411,039,292)				436,584,687
INVESTMENT COMPANIES – 4.5%
Funds and Investment Trusts – 4.5%
IRP Property Investments Ltd.		11,010		11,884
iShares MSCI Emerging Markets Index Fund		629,240		24,716,547
UK Commercial Property Trust Ltd./fund		47,849		51,369
Vanguard MSCI Emerging Markets ETF		1,277,220		51,280,383
Total Investment Companies (cost $81,693,327)				76,060,183
RIGHTS – 0.0%
Equity:Other – 0.0%
Diversified/Specialty – 0.0%
FKP Property Group(a) (cost $0)		73,928		7,638

254 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Company	Shares		U.S. $ Value
WARRANTS – 0.0%
Equity:Other – 0.0%
Diversified/Specialty – 0.0%
Nieuwe Steen Investments NV, expiring 4/01/13(a) (cost $0)		250	$	– 0	–
SHORT-TERM INVESTMENTS – 68.1%
Investment Companies – 68.1%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.15%(c) (cost $1,149,608,460)		1,149,608,460		1,149,608,460
Total Investments Before Security Lending Collateral for Securities Loaned – 98.4% (cost $1,642,341,079)				1,662,260,968
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED – 0.5%
Investment Companies – 0.5%
AllianceBernstein Exchange Reserves – Class I, 0.18%(c) (cost $8,166,861)		8,166,861		8,166,861
Total Investments – 98.9% (cost $1,650,507,940)				1,670,427,829
Other assets less liabilities – 1.1%				17,854,011
Net Assets – 100.0%			$	1,688,281,840

FUTURES CONTRACTS (see Note C)

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
ASX SPI 200 Index Futures		208		September 2012	$	21,855,393	$	23,144,205	$	1,288,812
Euro STOXX 50 Index Futures		2,904		September 2012		81,361,201		88,978,579		7,617,378
FTSE 100 Index Futures		575		September 2012		49,398,636		52,028,122		2,629,486
Hang Seng Index Futures		74		September 2012		9,375,001		9,240,042		(134,959	)
S&P 500 E Mini Index Futures		612		September 2012		42,238,963		42,996,060		757,097
S&P Mid Cap 400 E Mini Index Futures		551		September 2012		50,535,814		53,491,080		2,955,266

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 255

Volatility Management Portfolio—Portfolio of Investments

Type	Number of Contracts		Expiration Month		Original Value		Value at August 31, 2012		Unrealized Appreciation/ (Depreciation)
S&P TSE 60 Index Futures		193		September 2012	$	25,735,081	$	26,733,168	$	998,087
Topix Index Futures		484		September 2012		43,115,505		44,910,403		1,794,898
									$	17,906,065

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America NA		USD	11,051		CHF	10,451		9/14/12	$	(101,730	)
Barclays Bank PLC Wholesale		JPY	144,223		USD	1,848		9/14/12		5,728
Citibank NA		USD	2,737		JPY	216,579		12/14/12		31,716
Credit Suisse London Branch (GFX)		USD	3,905		GBP	2,485		9/14/12		40,299
Deutsche Bank AG London		EUR	1,893		USD	2,368		9/14/12		(13,319	)
Goldman Sachs International		USD	3,540		AUD	3,501		9/14/12		74,211
Goldman Sachs International		USD	41,452		GBP	26,651		9/14/12		864,479
HSBC BankUSA		USD	31,366		EUR	25,379		9/14/12		558,183
HSBC BankUSA		USD	45,732		JPY	3,631,680		9/14/12		656,162
Morgan Stanley and Co., Inc.		EUR	1,496		USD	1,839		9/14/12		(42,477	)
Morgan Stanley and Co., Inc.		JPY	130,107		USD	1,662		9/14/12		630
Royal Bank of Canada		USD	24,449		CAD	25,247		9/14/12		1,158,177
Royal Bank of Canada		USD	19,603		EUR	15,699		9/14/12		144,728
State Street Bank & Trust Co.		USD	2,447		EUR	1,947		9/14/12		2,441
State Street Bank & Trust Co.		USD	2,246		GBP	1,434		9/14/12		30,755
UBS AG		CHF	1,544		USD	1,640		9/14/12		22,021
UBS AG		EUR	3,384		USD	4,168		9/14/12		(88,776	)
UBS AG		USD	9,671		CHF	9,391		9/14/12		166,485
UBS AG		USD	3,234		EUR	2,596		12/14/12		34,947
Westpac Banking Corp.		USD	14,002		AUD	14,251		9/14/12		709,229
									$	4,253,889

TOTAL RETURN SWAP CONTRACTS (see Note C)

Receive/ Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund	Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Index
Receive	Russell 2000 Total Return Index		528	0.24%	$	1,939		10/15/12	Citibank, NA	$	20,309

256 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Volatility Management Portfolio—Portfolio of Investments

Receive/ Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund	Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		13,816	0.52%	$	45,086		7/15/13	Deutsche Bank AG	$	160,002
Receive	Russell 2000 Total Return Index		25	0.24%		92		3/15/13	Deutsche Bank AG		958
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		4,079	0.49%		13,311		1/15/13	JPMorgan Chase Bank, NA		47,372
Receive	Russell 2000 Total Return Index		3,533	0.24%		12,971		3/15/13	JPMorgan Chase Bank, NA		135,331
Receive	Russell 2000 Total Return Index		244	0.24%		896		6/17/13	Morgan Stanley Capital Services LLC		9,385
Receive	Russell 2000 Total Return Index		2,103	0.24%		7,721		2/15/13	UBS AG		80,967
Receive	Russell 2000 Total Return Index		4,633	0.24%		17,010		2/15/13	UBS AG		177,580
										$	631,904

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note D for securities lending information.

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

(d) Fair valued.

Currency Abbreviations:

AUD – Australian Dollar

CAD – Canadian Dollar

CHF – Swiss Franc

EUR – Euro

GBP – Great British Pound

JPY – Japanese Yen

Glossary:

FTSE – Financial Times Stock Exchange

REIT – Real Estate Investment Trust

See notes to financial statements.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 257

Volatility Management Portfolio—Portfolio of Investments

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and The AllianceBernstein Portfolios (the “Trust”) in respect of AllianceBernstein Balanced Wealth Strategy, AllianceBernstein Wealth Appreciation Strategy and AllianceBernstein Conservative Wealth Strategy (each a “Strategy” and collectively the “Strategies”),² prepared by Philip L. Kirstein, the Senior Officer of the Trust for the Trustees of the Trust, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Strategies which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Strategies seek to achieve their investment objectives by investing in a combination of the AllianceBernstein Pooling Portfolios (the “Pooling Portfolios”),³ which represent a variety of asset classes and investment styles. As a result, certain

expenses will be minimal, such as custodian charges, or non-existent, such as brokerage commissions, except as incurred indirectly through the Pooling Portfolios.⁴

1 The information in the fee evaluation was completed on July 19, 2012 and discussed with the Board of Trustees on July 31-August 2, 2012.

2 Future references to the Strategies do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Strategies.

3 The AllianceBernstein Pooling Portfolios include U.S. Value Portfolio, U.S. Large Cap Growth Portfolio, Multi-Asset Real Return Portfolio (formerly Global Real Estate Investment Portfolio), International Value Portfolio, International Growth Portfolio, Small-Mid Cap Value Portfolio, Small-Mid Cap Growth Portfolio, Short Duration Bond Portfolio, Global Core Bond Portfolio (formerly Intermediate Duration Bond Portfolio), Bond Inflation Protection Portfolio (formerly Inflation Protected Securities Portfolio), High Yield Portfolio and Volatility Management Portfolio.

4 Effective December 31, 2011, Global Core Bond Pooling Portfolio changed its investments guidelines from investing principally in the U.S. dollar denominated securities to becoming a “global bond” portfolio with currency hedging capabilities. Also, the investment allocations of the Wealth Strategies were changed to allow for the Strategies to invest in Volatility Management Pooling Portfolio. The Strategies’ U.S./International allocations also changed from 70/30 to 60/40. An additional asset class, Inflation-Protected, was added to the investment allocations of Tax-Managed Balanced Wealth Strategy and Balanced Wealth Strategy.

258 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Strategies grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Strategies.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the Assurance of Discontinuance between the NYAG and the Adviser. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”

ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that each Strategy pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁵

5 Most of the AllianceBernstein Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 259

Category	Advisory Fees Based on a percentage of Average Daily Net Assets	Net Assets 06/30/12 ($MIL)		Strategy
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	1,520.0	Balanced Wealth Strategy
Blend	65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance	$	1,438.9	Wealth Appreciation Strategy
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	499.9	Conservative Wealth Strategy

With respect to Wealth Appreciation Strategy, the Strategy’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Strategy. To date, the Trustees have not authorized reimbursement payments under the provisions. The Investment Advisory Agreements for Balanced Wealth Strategy and Conservative Wealth Strategy do not provide for reimbursement to the Adviser for the above described expenses.

Set forth below are the total expense ratios⁶ of the Strategies for the most recent semi-annual period:⁷

Strategy	Total Expense Ratio (2/29/12)			Fiscal Year End
Balanced Wealth Strategy	Advisor Class A Class B Class C Class R Class K Class I	0.74 1.04 1.76 1.75 1.39 1.05 0.74	%  %  %  %  %  %  %	August 31
Wealth Appreciation Strategy	Advisor Class A Class B Class C Class R Class K Class I	0.85 1.15 1.87 1.85 1.49 1.16 0.84	%  %  %  %  %  %  %	August 31

6 The expense ratios include expenses of the underlying Pooling Portfolios in which the Funds invest. With respect to Balanced Wealth Strategy, Wealth Appreciation Strategy and Conservative Wealth Strategy, for the six-month period ended February 29, 2012, the estimated annualized blended expense ratios related to the Pooling Portfolios were 0.04%, 0.04% and 0.03%, respectively.

7 Semi-annual total expense ratios are unaudited.

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Strategy	Total Expense Ratio (2/29/12)			Fiscal Year End
Conservative Wealth Strategy	Advisor Class A Class B Class C Class R Class K Class I	0.75 1.06 1.78 1.76 1.42 1.06 0.76	%  %  %  %  %  %  %	August 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Strategies that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Strategies’ third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Strategies are more costly than those for institutional assets due to the greater complexities and time required for investment companies. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Strategies’ investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 261

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Strategies.⁸ However, the Adviser represented that there are no categories in the Form ADV for institutional products that have a substantially similar investment styles as the Strategies.

The AllianceBernstein Variable Products Series Fund, Inc. (“AVPS”), which is managed by the Adviser and is available through variable annuity and variable life contracts offered by other financial institutions, offers policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. Set forth below is the fee schedule of AVPS – Balanced Wealth Strategy Portfolio, which has a similar investment style as Balanced Wealth Strategy.⁹

Fund	AVPS Portfolio	Fee Schedule
Balanced Wealth Strategy	Balanced Wealth Strategy Portfolio	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% Excess of $5 billion

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth below for the Luxembourg fund that has a somewhat similar investment style as the Conservative Wealth Strategy:

Fund	Luxembourg Fund	Fee10
Conservative Wealth Strategy	Global Conservative Portfolio Class A Class I (Institutional)	1.15% 0.60%

8 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

9 The AVPS portfolio was also affected by the settlement between the Adviser and the NYAG. As a result, Balanced Wealth Strategy has the same breakpoints in its advisory fee schedule as the AVPS portfolio.

10 Class A shares of the Luxembourg funds are charged an “all-in” fee, which includes investment advisory and distribution-related services, unlike Class I shares, whose fee is only for investment advisory services.

262 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative services, but not for distribution-related services. The fee schedules of the ITM mutual funds that have a somewhat similar investment style as the Strategies are as follows:

Strategy	ITM Mutual Fund	Fee
Balanced Wealth Strategy	Alliance Global Balance Neutral11	0.70%
Wealth Appreciation Strategy	Alliance Global Balance Aggressive11	0.75%
Conservative Wealth Strategy	Alliance Global Balance Conservative11	0.65%

The Adviser represented that it does not sub-advise any registered investment companies with a substantially similar investment style as any of the Strategies.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Strategies with fees charged to other investment companies for similar services offered by other investment advisers.¹² Lipper’s analysis included the comparison of each Strategy’s contractual management fee, estimated at the approximate current asset level of the Strategy, to the median of the Strategy’s Lipper Expense Group (“EG”)¹³ and the Strategy’s contractual management fee ranking.¹⁴

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment

11 This ITM fund is privately placed or institutional.

12 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s-length.” Jones v. Harris at 1429.

13 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. There are limitations to Lipper expense category data because different funds categorize expenses differently.

14 The contractual management fee is calculated by Lipper using each Strategy’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of each Strategy, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Strategy had the lowest effective fee rate in the Lipper peer group.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 263

classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The original EG for Wealth Appreciation Strategy had an insufficient number of peers. Consequently, Lipper expanded the Strategy’s EG to include peers that have a similar but not the same Lipper investment classification/objective as the Strategy.

Strategy	Contractual Management Fee (%)		Lipper Group Median (%)		Rank
Balanced Wealth Strategy		0.550		0.600	3/7
Wealth Appreciation Strategy15		0.650		0.783	2/10
Conservative Wealth Strategy		0.550		0.608	5/12

However, because Lipper had expanded the EG of Wealth Appreciation Strategy, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective.¹⁶ A “normal” EU will include funds that have the same investment classification/objective as the subject Strategy.

Set forth below is a comparison of the Strategies’ total expense ratios (inclusive of their underlying expenses) and the medians of the Strategies’ EG and EU. The Strategies’ total expense ratio rankings are also shown.

Strategy	Expense Ratio (%)17		Lipper Group Median (%)		Lipper Group Rank	Lipper Universe Median (%)		Lipper Universe Rank
Balanced Wealth Strategy		1.023		1.150	2/7		1.160	9/35
Wealth Appreciation Strategy18		1.117		1.329	2/10		1.390	2/15
Conservative Wealth Strategy		1.041		1.088	4/12		1.106	10/27

15 The Strategy’s EG includes the Strategy, six other Global Multi-Cap Core (“GMLC”), two Global Large-Cap Value (“GLCV”) and one Global Large-Cap Growth (“GLCG”) funds.

16 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

17 Most recently completed fiscal year end Class A total expense ratio.

18 The Strategy’s EU includes the Strategy, the EG, and all other retail front-end GMLC, GLCV and GLCG, excluding outliers.

264 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Based on this analysis, except for Wealth Appreciation Strategy, which has equally favorable rankings, the Strategies have a more favorable ranking on a total expense ratio basis than on a contractual management fee basis. The Strategies contractual management fees and expense ratios are lower than their respective EG medians.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Strategies. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Strategies’ profitability information, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. Expect for Wealth Appreciation Strategy, the Adviser’s profitability from providing investment advisory services to the Strategies increased during calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Strategies, certain of the Adviser’s affiliates have business relationships with the Strategies and may earn a profit from providing other services to the Strategies. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Strategies and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent, distribution and brokerage related services to the Strategies and/or the Pooling Portfolios and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Strategies’ prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Fund. In 2011, ABI paid approximately 0.04% of

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 265

the average monthly assets of the AllianceBernstein Mutual Funds or approximately $17 million for distribution services and educational support (revenue sharing payments).

After payments to third party intermediaries, ABI retained the following amounts for Class A front-end load sales charges from sales of the Strategies’ Class A shares during the Strategies’ most recently completed fiscal year:

Strategy	Amount Received
Balanced Wealth Strategy	$	148,172
Wealth Appreciation Strategy	$	50,103
Conservative Wealth Strategy	$	49,350

ABI received the amounts set forth below in Rule 12b-1 fees and CDSC for the Strategies during the Strategies’ most recently completed fiscal year:

Strategy	12b-1 Fees Received		CDSC Received
Balanced Wealth Strategy	$	11,406,980	$	310,573
Wealth Appreciation Strategy	$	5,604,104	$	146,415
Conservative Wealth Strategy	$	3,887,093	$	115,695

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Strategies are based on the level of the network account and the class of shares held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. ABIS received the following net fees from the Strategies in the most recently completed fiscal year:

Strategy	ABIS Fee
Balanced Wealth Strategy	$	830,466
Wealth Appreciation Strategy	$	815,139
Conservative Wealth Strategy	$	207,526

There are no portfolio transactions for the Strategies since the Strategies pursue their investment objectives through investing in combinations of the Pooling Portfolios. However, the Pooling Portfolios do engage in portfolio transactions. Multi-Asset Real Return Portfolio, International Value Portfolio, International Growth Portfolio and Small-Mid Cap Growth Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Pooling Portfolios is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from

266 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

An independent consultant, retained by the Senior Officer, provided the Board of Trustees information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Trustees an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board

19 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 267

of Trustees.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $407 billion as of June 30, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Strategies.

The information prepared by Lipper shows the 1, 3 and 5 year performance rankings²² of the Strategies relative to their Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²³ for the periods ended May 31, 2012.²⁴

21 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

22 The performance returns and rankings of the Strategies are for the Strategies’ Class A shares. The performance returns of the Strategies were provided by Lipper.

23 A Strategy’s PG/PU may not necessarily be identical to its respective EG/EU. Strategies with negative management fees are excluded from EGs/EUs but not necessarily from PGs/PUs. In addition, PGs/PUs only include strategies of the same Lipper investment classification/objective as the Strategies, in contrast to certain of the Strategies’ EGs/EUs, which may include strategies of similar but not the same investment classification/objective.

24 Lipper investment classification/objective dictates the PG and PU throughout the life of each Strategy even if a Strategy had a different investment classification/objective at a different point in time.

268 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

Strategy	Fund Return		PG Median (%)		PU Median (%)		PG Rank	PU Rank
Balanced Wealth Strategy
1 year		-6.82		-1.98		-2.46	6/7	86/92
3 year		9.77		9.77		10.17	4/7	54/82
5 year		-0.92		0.64		1.03	6/7	73/79
Wealth Appreciation Strategy
1 year		-13.37		-17.51		-12.33	3/7	16/27
3 year		8.72		8.44		9.37	2/6	15/21
5 year		-5.61		-1.68		-2.98	5/6	15/17
Conservative Wealth Strategy
1 year		-2.13		0.58		0.59	11/12	82/89
3 year		7.53		10.27		9.43	12/12	70/82
5 year		1.31		2.86		3.03	10/10	62/70

Set forth below are the 1, 3, 5 year and since inception performance returns of the Strategies (in bold)²⁵ versus their benchmarks.²⁶

	Periods Ending May 31, 2012 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Balanced Wealth Strategy		-6.82		9.77		-0.92		4.62
65% S&P 500 / 35% Barclays Capital U.S. Aggregate Index		2.55		12.49		2.12		5.63
S&P 500 Index		-0.41		14.92		-0.92		4.97
Barclays Capital U.S. Aggregate Index		7.12		7.12		6.72		5.65
Inception Date: September 2, 2003
Wealth Appreciation Strategy		-13.37		8.72		-5.61		3.27
60% S&P 500 / 40% MSCI AC World Ex US Index		-8.86		10.75		-2.67		5.97
S&P 500 Index		-0.41		14.92		-0.92		4.97
MSCI AC World Ex US Index27		-20.49		4.56		-5.55		6.78
Inception Date: September 2, 2003
Conservative Wealth Strategy		-2.13		7.54		1.31		4.22
65% Barclays Capital U.S. Aggregate / 35% S&P 500 Index		4.81		10.14		4.42		5.63
Barclays Capital U.S. Aggregate Index28		7.12		7.12		6.72		5.65
S&P 500 Index		-0.41		14.92		-0.92		4.97
Inception Date: September 2, 2003

25 The performance returns and risk measures shown in the table are for the Class A shares of the Strategies.

26 The Adviser provided Strategy and benchmark performance return information for periods through May 31, 2012.

27 Effective January 1, 2012 the secondary benchmark changed from MSCI EAFE to MSCI AC World Ex US Index.

28 Effective January 1, 2012 the primary benchmark changed from S&P500 to Barclays Capital U.S. Aggregate Index.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 269

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for each Strategy is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Strategy is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: August 28, 2012

270 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Asset Allocation/Multi-Asset Funds

Dynamic All Market Fund

Emerging Markets Multi-Asset Portfolio

International Portfolio

Tax-Managed International Portfolio

Growth Funds

Domestic

Discovery Growth Fund**

Growth Fund

Large Cap Growth Fund

Select US Equity Portfolio

Small Cap Growth Portfolio

U.S. Strategic Research Portfolio

Global & International

Global Thematic Growth Fund

International Discovery Equity Portfolio

International Focus 40 Portfolio

International Growth Fund

Value Funds

Domestic

Core Opportunities Fund

Equity Income Fund

Growth & Income Fund

Discovery Value Fund**

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Municipal Bond Funds

Arizona Portfolio California Portfolio High Income Portfolio Massachusetts Portfolio Michigan Portfolio Minnesota Portfolio Municipal Bond    Inflation Strategy National Portfolio New Jersey Portfolio New York Portfolio Ohio Portfolio Pennsylvania Portfolio Virginia Portfolio

Intermediate Municipal Bond Funds

Intermediate California Portfolio

Intermediate Diversified Portfolio

Intermediate New York Portfolio

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

Alternatives

Global Risk Allocation Fund**

Market Neutral Strategy-Global

Market Neutral Strategy-U.S.

Real Asset Strategy

Unconstrained Bond Fund

Retirement Strategies

2000 Retirement Strategy	2020 Retirement Strategy	2040 Retirement Strategy
2005 Retirement Strategy	2025 Retirement Strategy	2045 Retirement Strategy
2010 Retirement Strategy	2030 Retirement Strategy	2050 Retirement Strategy
2015 Retirement Strategy	2035 Retirement Strategy	2055 Retirement Strategy

We also offer Exchange Reserves,* which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.

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

* An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

** Prior to October 8, 2012, Global Risk Allocation Fund was named Balanced Shares. Prior to November 1, 2012, Discovery Growth Fund was named Small/Mid Cap Growth Fund and Discovery Value Fund was named Small/Mid Cap Value Fund.

ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 271

AllianceBernstein Family of Funds

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272 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

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ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 273

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274 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

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ALLIANCEBERNSTEIN WEALTH STRATEGIES  • 275

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276 •  ALLIANCEBERNSTEIN WEALTH STRATEGIES

ALLIANCEBERNSTEIN WEALTH STRATEGIES

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

WS-0151-0812

ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors and William H. Foulk, Jr. and Garry L. Moody qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues, quarterly press release review (for those Funds that issue quarterly press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.

		Audit Fees		Audit-Related Fees		Tax Fees
AB Balanced Wealth Strategy	2011	$	19,120	$	206	$	12,307
	2012	$	19,120	$	167	$	12,307
AB Wealth Appreciation Strategy	2011	$	19,120	$	206	$	12,307
	2012	$	19,120	$	167	$	12,307
AB Conservative Wealth Strategy	2011	$	19,120	$	206	$	12,307
	2012	$	19,120	$	167	$	12,307
AB TM Balanced Wealth Strategy	2011	$	36,500	$	206	$	21,190
	2012	$	36,500	$	167	$	19,263
AB TM Wealth Appreciation Strategy	2011	$	30,500	$	206	$	17,966
	2012	$	30,500	$	167	$	16,039
AB TM Conservative Wealth Strategy	2011	$	36,500	$	206	$	21,189
	2012	$	36,500	$	167	$	19,262

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.

(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) - (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Pre-approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AB Balanced Wealth Strategy	2011	$	732,420	$	12,513
				$	(206	)
				$	(12,307	)
	2012	$	716,555	$	12,474
				$	(167	)
				$	(12,307	)
AB Wealth Appreciation Strategy	2011	$	732,420	$	12,513
				$	(206	)
				$	(12,307	)
	2012	$	716,555	$	12,474
				$	(167	)
				$	(12,307	)
AB Conservative Wealth Strategy	2011	$	732,420	$	12,513
				$	(206	)
				$	(12,307	)
	2012	$	716,555	$	12,474
				$	(167	)
				$	(12,307	)
AB TM Balanced Wealth Strategy	2011	$	741,303	$	21,396
				$	(206	)
				$	(21,190	)
	2012	$	723,511	$	19,430
				$	(167	)
				$	(19,263	)
AB TM Wealth Appreciation Strategy	2011	$	738,079	$	18,172
				$	(206	)
				$	(17,966	)
	2012	$	720,287	$	16,206
				$	(167	)
				$	(16,039	)
AB TM Conservative Wealth Strategy	2011	$	741,302	$	21,395
				$	(206	)
				$	(21,189	)
	2012	$	723,510	$	19,429
				$	(167	)
				$	19,262

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (a) (1)	Code of Ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): The AllianceBernstein Portfolios
By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	October 23, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	October 23, 2012
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	October 23, 2012