This filed pursuant to Rule 497(c).
File Nos. 2-29901 811-01716.



     [LOGO]
       AB
ALLIANCEBERNSTEIN


                                                ALLIANCEBERNSTEIN CAP FUND, INC.
                                      ALLIANCEBERNSTEIN CONCENTRATED GROWTH FUND
                          (Class A- WPASX; Class C- WPCSX; Advisor Class- WPSGX;
                 Class R- WPRSX; Class K- WPSKX; Class I- WPSIX; Class Z- WPSZX)


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

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                      STATEMENT OF ADDITIONAL INFORMATION
                               February 28, 2014


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This Statement of Additional Information ("SAI") is not a prospectus, but
supplements and should be read in conjunction with the current prospectus, dated
February 28, 2014, for the AllianceBernstein Concentrated Growth Fund (the
"Fund") of AllianceBernstein Cap Fund, Inc. (the "Company") that offers Class A,
Class C, Class R, Class K, Class I, Class Z and Advisor Class shares of the Fund
(the "Prospectus"). Financial statements for the Fund's predecessor, as
described below, for the fiscal periods ended December 31, 2012 and June 30,
2013 are included in the annual and semi-annual reports to shareholders,
respectively, of the Fund's predecessor and are incorporated in this SAI by
reference. Copies of the Prospectus may be obtained by contacting
AllianceBernstein Investor Services, Inc. ("ABIS") at the address or the "For
Literature" telephone number shown above or on the Internet at
www.AllianceBernstein.com.





                               TABLE OF CONTENTS

                                                                            Page

INFORMATION ABOUT THE FUND AND ITS INVESTMENTS.................................1
INVESTMENT RESTRICTIONS.......................................................11
MANAGEMENT OF THE FUND........................................................13
EXPENSES OF THE FUND..........................................................33
PURCHASE OF SHARES............................................................35
REDEMPTION AND REPURCHASE OF SHARES...........................................56
SHAREHOLDER SERVICES..........................................................59
NET ASSET VALUE...............................................................61
DIVIDENDS, DISTRIBUTIONS AND TAXES............................................65
PORTFOLIO TRANSACTIONS........................................................72
GENERAL INFORMATION...........................................................76
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC
  ACCOUNTING FIRM.............................................................79
APPENDIX A:  STATEMENT OF POLICIES AND  PROCEDURES FOR PROXY VOTING..........A-1

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



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                 INFORMATION ABOUT THE FUND AND ITS INVESTMENTS

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Introduction to the Fund
------------------------

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

            The Fund commenced operations on February 24, 1994 as the W.P.
Stewart & Co. Growth Fund, Inc., a Maryland corporation, the assets and
liabilities of which were acquired effective November 30, 2009 by the W.P.
Stewart & Co. Growth Fund (together, the "Predecessor Fund"). As of the close of
business on February 28, 2014, the Predecessor Fund was reorganized into the
Fund. The Predecessor Fund and the Fund have identical investment objectives and
principal strategies and the same portfolio management team.


Additional Investment Policies and Practices
--------------------------------------------
            The following information about the Fund's investment policies and
practices supplements the information set forth in the Prospectus.

Common Stock
------------

            Common stock represents an equity (ownership) interest in a company,
and usually possesses voting rights and earns dividends. Dividends on common
stock are not fixed but are declared at the discretion of the issuer. Common
stock generally represents the riskiest investment in a company. In addition,
common stock generally has the greatest appreciation and depreciation potential
because increases and decreases in earnings are usually reflected in a company's
stock price.

            The fundamental risk of investing in common stock is that the value
of the stock might decrease. Stock values fluctuate in response to the
activities of an individual company or in response to general market and/or
economic conditions. While common stocks have historically provided greater
long-term returns than preferred stocks, fixed-income and money market
investments, common stocks have also experienced significantly more volatility
in those returns.

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

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

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

Debt Securities
---------------

            Debt securities are used by issuers to borrow money. Generally,
issuers pay investors periodic interest and repay the amount borrowed either
periodically during the life of the security and/or at maturity. Some debt
securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face values and accrue interest at the
applicable coupon rate over a specified time period. The market prices of debt
securities fluctuate depending on such factors as interest rates, credit quality
and maturity. In general, market prices of debt securities decline when interest
rates rise and increase when interest rates fall.

            Lower rated debt securities, those rated Ba or below by Moody's
Investors Service, Inc. and/or BB or below by Standard & Poor's Ratings Services
or unrated but determined by the Adviser to be of comparable quality, are
described by the rating agencies as speculative and involve greater risk of
default or price changes than higher rated debt securities due to changes in the
issuer's creditworthiness or the fact that the issuer may already be in default.
The market prices of these securities may fluctuate more than higher quality
securities and may decline significantly in periods of general economic
difficulty. It may be more difficult to sell or to determine the value of lower
rated debt securities.

            Certain additional risk factors related to debt securities are
discussed below:

            Sensitivity to interest rate and economic changes. Debt securities
may be sensitive to economic changes, political and corporate developments, and
interest rate changes. In addition, during an economic downturn or periods of
rising interest rates, issuers that are highly leveraged may experience
increased financial stress that could adversely affect their ability to meet
projected business goals, obtain additional financing, and service their
principal and interest payment obligations. Furthermore, periods of economic
change and uncertainty can be expected to result in increased volatility of
market prices and yields of certain debt securities. For example, prices of
these securities can be affected by financial contracts held by the issuer or
third parties (such as derivatives) related to the security or other assets or
indices.

            Payment expectations. Debt securities may contain redemption or call
provisions. If an issuer exercises these provisions in a lower interest rate
environment, the Fund would have to replace the security with a lower yielding
security, resulting in decreased income to investors. If the issuer of a debt
security defaults on its obligations to pay interest or principal or is the
subject of bankruptcy proceedings, the Fund may incur losses or expenses in
seeking recovery of amounts owed to it.

            Liquidity and valuation. There may be limited trading in the
secondary market for particular debt securities, which may adversely affect the
Fund's ability to accurately value or sell such debt securities. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the value and/or liquidity of debt securities. The
Adviser attempts to reduce the risks described above through diversification of
the Fund's portfolio, credit analysis of each issuer, and by monitoring broad
economic trends as well as corporate and legislative developments, but there can
be no assurance that it will be successful in doing so. Credit ratings of debt
securities provided by rating agencies indicate a measure of the safety of
principal and interest payments, not market value risk. The rating of an issuer
is a rating agency's view of past and future potential developments related to
the issuer and may not necessarily reflect actual outcomes. There can be a lag
between corporate developments and the time a rating is assigned and updated.

            Bond rating agencies may assign modifiers (such as +/-) to ratings
categories to signify the relative position of a credit within the rating
category. Investment policies that are based on ratings categories should be
read to include any security within that category, without considering the
modifier.

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

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

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

            The Fund will not invest in illiquid securities if immediately after
such investment more than 5% of the Fund's net assets would be invested in such
securities. For this purpose, illiquid securities include, among others, (a)
direct placements or other securities which are subject to legal or contractual
restrictions on resale or for which there is no readily available market (e.g.,
trading in the security is suspended or, in the case of unlisted securities,
market makers do not exist or will not entertain bids or offers), (b) options
purchased by the Fund over-the-counter and the cover for options written by the
Fund over-the-counter, and (c) repurchase agreements not terminable within seven
days. As discussed in more detail below, securities that have legal or
contractual restrictions on resale but have a readily available market are not
deemed illiquid for purposes of this limitation. If, through the appreciation of
illiquid securities or the depreciation of liquid securities, more than 15% of
the value of the Fund's net assets is invested in illiquid securities, the Fund
will take such steps as is deemed advisable, if any, to protect liquidity.

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

            Rule 144A under the Securities Act of 1933, as amended, (the
"Securities Act") allows a broader institutional trading market for securities
otherwise subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act for resales of certain securities to qualified institutional buyers. To the
extent permitted by applicable law, Rule 144A Securities will not be treated as
illiquid for purposes of the foregoing restriction so long as such securities
meet the liquidity guidelines established by the Directors. Pursuant to these
guidelines, the Adviser will monitor the liquidity of the Fund's investment in
Rule 144A Securities. An insufficient number of qualified institutional buyers
interested in purchasing certain restricted securities held by the Fund,
however, could affect adversely the marketability of such portfolio securities
and the Fund might be unable to dispose of such securities promptly or at
reasonable prices.

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

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

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

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

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

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

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

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

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

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

            The Fund intends to limit its securities lending activities so that
no more than 5% of the value of the Fund's assets will be represented by
securities loaned.

Mid-Cap Stocks
--------------

            Although the Fund primarily invests in large-cap stocks (i.e., in
companies that have market capitalizations of $5 billion or more), it may also
invest in the stocks of mid-capitalization companies, which are companies that
have market capitalizations of $2 billion to $5 billion ("mid-cap"). Investments
in larger companies present certain advantages in that such companies generally
have greater financial resources, more extensive research and development,
manufacturing, marketing and service capabilities, and more stability and
greater depth of management and personnel. Investments in smaller, less seasoned
companies may present greater opportunities for growth but also may involve
greater risks than customarily are associated with larger companies. The
securities of smaller companies may be subject to more abrupt or erratic market
movements than larger, more established companies. These companies may have
limited product lines, markets or financial resources, or they may be dependent
upon a limited management group.

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

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

Repurchase Agreements
---------------------

            From a technical perspective, in a repurchase agreement transaction
the Fund buys a security and simultaneously agrees to sell it back to the
counterparty at a specified price in the future. The purchase and repurchase
obligations are transacted under one document. However, a repurchase agreement
is economically similar to a secured loan, in that the Fund lends cash to a
counterparty for a specific term, normally a day or a few days, and is given
acceptable collateral (the purchased securities) to hold in case the
counterparty does not repay the loan. The difference between the purchase price
and the repurchase price of the securities reflects an agreed-upon "interest
rate". The interest rate is related to the current market rate of the purchased
security rather than its coupon rate. Given that the price at which the Fund
will sell the collateral back is specified in advance, the Fund is not exposed
to price movements on the collateral unless the counterparty defaults. If the
counterparty defaults on its obligation to buy back the securities at the
maturity date and the liquidation value of the collateral is less than the
outstanding loan amount, the Fund would suffer a loss. In order to further
mitigate any potential credit exposure to the counterparty, if the value of the
securities on any day falls below a specified level that is linked to the loan
amount during the life of the agreement, the counterparty must provide
additional collateral to support the loan. Because a repurchase agreement
permits the Fund to invest temporarily available cash on a fully-collateralized
basis, repurchase agreements permit the Fund to earn a return on such cash while
retaining "overnight" flexibility in pursuit of investments of a longer-term
nature.

            If the counterparty fails to repurchase the underlying security,
whether because of its bankruptcy or otherwise, the Fund would attempt to
exercise its rights with respect to the underlying security, including possible
sale of the security. The Fund may incur various expenses in connection with the
exercise of its rights and may be subject to various delays and risks of loss,
including (a) possible declines in the value of the underlying securities, (b)
possible reduction in levels of income and (c) lack of access to the securities
(if they are held through a third-party custodian) and possible inability to
enforce the Fund's rights. The Board has established procedures, which are
periodically reviewed by the Board, pursuant to which the Adviser monitors the
creditworthiness of the dealers with which the Fund enters into repurchase
agreement transactions. The underlying securities are ordinarily U.S. Government
securities, but may consist of other securities in which the Fund is permitted
to invest.

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

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

            Borrowing and Use of Leverage. The Fund may use borrowings for
investment or other purposes subject to the restrictions of the 1940 Act.
Borrowings by the Fund result in leveraging of the Fund's shares of common
stock. The proceeds of such borrowings will be invested in accordance with the
Fund's investment objective and policies. The Fund may also borrow up to 5% of
its total assets for temporary purposes (such as clearance of portfolio
transactions, the payment of dividends and share redemptions). Neither the Fund
nor the Adviser, on behalf of the Fund, presently intends to borrow more than 5%
of the Fund's net assets, except that for temporary purposes, borrowings may be
up to 10% of the Fund's net assets.

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

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

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

            Foreign securities markets are generally not as developed or
efficient as those in the United States. While growing in volume, they usually
have substantially less volume than the New York Stock Exchange (the
"Exchange"), and securities of some foreign companies are less liquid and more
volatile than securities of comparable U.S. companies. Similarly, volume and
liquidity in most foreign bond markets is less than in the United States and, at
times, volatility of price can be greater than in the United States. Commissions
on foreign stock exchanges are often higher than negotiated commissions on U.S.
exchanges, although the Fund will endeavor to achieve the most favorable net
results on its portfolio transactions. There is generally less government
supervision and regulation of stock exchanges, brokers and listed companies than
in the United States.

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

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

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

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

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

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

            The Fund may purchase foreign bank obligations. In addition to the
risks described above that are generally applicable to foreign investments, the
investments that the Fund makes in obligations of foreign banks, branches or
subsidiaries may involve further risks, including differences between foreign
banks and U.S. banks in applicable accounting, auditing and financial reporting
standards, and the possible establishment of exchange controls or other foreign
government laws or restrictions applicable to the payment of certificates of
deposit or time deposits that may affect adversely the payment of principal and
interest on the securities and other investments held by the Fund.

            Foreign Currency Fluctuations. The Fund may invest in securities
denominated in foreign currencies and a corresponding portion of the Fund's
revenues will be received in such currencies. The dollar equivalent of the
Fund's net assets and distributions will be adversely affected by reductions in
the value of certain foreign currencies relative to the U.S. Dollar. Such
changes will also affect the Fund's income.

            Currency exchange rates may fluctuate significantly over short
periods of time causing, along with other factors, the Fund's NAV to fluctuate.
Currency exchange rates generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or anticipated changes in interest rates and other
complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by the intervention of U.S. or foreign
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad. To the extent
the Fund's total assets (adjusted to reflect the Fund's net position after
giving effect to currency transactions) is denominated or quoted in the
currencies of foreign countries, the Fund will be more susceptible to the risk
of adverse economic and political developments within those countries. The Fund
does not intend to enter into any type of transaction to hedge currency
fluctuations.

            The Fund will incur costs in connection with conversions between
various currencies. The Fund may hold foreign currency received in connection
with investments when, in the judgment of the Adviser, it would be beneficial to
convert such currency into U.S. Dollars at a later date, based on anticipated
changes in the relevant exchange rate.

            If the value of the foreign currencies in which the Fund receives
income falls relative to the U.S. Dollar between receipt of the income and the
making of Fund distributions, the Fund may be required to liquidate securities
in order to make distributions if the Fund has insufficient cash in U.S. Dollars
to meet the distribution requirements that the Fund must satisfy to qualify as a
regulated investment company for federal income tax purposes. Similarly, if the
value of a particular foreign currency declines between the time the Fund incurs
expenses in U.S. Dollars and the time cash expenses are paid, the amount of the
currency required to be converted into U.S. Dollars in order to pay expenses in
U.S. Dollars could be greater than the equivalent amount of such expenses in the
currency at the time they were incurred.

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

                            INVESTMENT RESTRICTIONS

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

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

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

            As a matter of fundamental policy, the Fund:

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

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

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

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

                  (e) may not engage in the purchase or sale of commodities or
commodities futures contracts or invest in oil, gas or other mineral exploration
or development programs, although the Fund may invest in securities issued by
such companies; and

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

            The Fund is a "non-diversified" investment company as defined in the
1940 Act, which means the Fund is not limited in the proportion of its assets
that may be invested in the securities of a single issuer. This policy may be
changed without a shareholder vote.

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

            The following is a description of certain operating policies that
the Fund has adopted but that are not fundamental and are subject to change
without shareholder approval:

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

                  (b) The Fund will not make short sales of securities or invest
in put or call options.

                  (c) The Fund will not invest more than 5% of the value of its
total assets in securities that cannot be readily resold to the public because
of legal or contractual restrictions or because there are no market quotations
readily available or in other "illiquid" securities (including non-negotiable
deposits with banks or repurchase agreements of a duration of more than seven
days). For purposes of this policy, illiquid securities do not include
securities eligible for resale pursuant to Rule 144A under the Securities Act
that have been determined to be liquid by the Fund's Board of Directors based
upon the trading markets for such securities.

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

                             MANAGEMENT OF THE FUND

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

The Adviser
-----------

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

            The Adviser is a leading global investment management firm
supervising client accounts with assets as of December 31, 2013, totaling
approximately $450 billion. The Adviser provides management services for many of
the largest U.S. public and private employee benefit plans, endowments,
foundations, public employee retirement funds, banks, insurance companies and
high net worth individuals worldwide. The Adviser is also one of the largest
mutual fund sponsors, with a diverse family of globally distributed mutual fund
portfolios. As one of the world's leading global investment management
organizations, the Adviser is able to compete for virtually any portfolio
assignment in any developed capital market in the world.

            As of December 31, 2013, the direct ownership structure of the
Adviser, expressed as a percentage of general and limited partnership interests,
was as follows:

            AXA and its subsidiaries                 63.1%
            AllianceBernstein Holding L.P.           35.4%
            Unaffiliated holders                      1.5%
                                                 -------------
                                                    100.0%
                                                 =============

            AXA is a societe anonyme organized under the laws of France and the
holding company for an international group of insurance and related financial
services companies, through certain of its subsidiaries ("AXA and its
subsidiaries"). AllianceBernstein Holding L.P. ("Holding") is a Delaware limited
partnership, the units of which ("Holding Units") are traded publicly on the
Exchange under the ticker symbol "AB". As of December 31, 2013, AXA also owned
approximately 1.5% of the issued and outstanding assignments of beneficial
ownership of Holding Units.

            AllianceBernstein Corporation (an indirect wholly-owned subsidiary
of AXA) is the general partner of both Holding and the Adviser.
AllianceBernstein Corporation owns 100,000 general partnership units in Holding
and a 1% general partnership interest in the Adviser. Including both the general
partnership and limited partnership interests in Holding and the Adviser, AXA
and its subsidiaries had an approximate 63.1% economic interest in the Adviser
as of December 31, 2013.

Advisory Agreement and Expenses
-------------------------------

            The Adviser serves as investment manager and adviser of the Fund,
continuously furnishes an investment program for the Fund, and manages,
supervises and conducts the affairs of the Fund, subject to the Board's
oversight.

            Under the Fund's Advisory Agreement, the Adviser furnishes advice
and recommendations with respect to the Fund's portfolio of securities and
investments, and provides persons satisfactory to the Board to act as officers
of the Fund. Such officers or employees may be employees of the Adviser or of
its affiliates.

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

            The Fund has, under the Advisory Agreement, assumed the obligation
for payment of all of its other expenses. As to the obtaining of services other
than those specifically provided to the Fund by the Adviser, the Fund may employ
its own personnel. For such services, it also may utilize personnel employed by
the Adviser or its affiliates and, in such event, the services will be provided
to the Fund at cost and the payments therefore must be specifically approved by
the Board.

            Effective as of March 1, 2014, the Fund has contractually agreed to
pay a monthly fee to the Adviser at an annualized rate of 1.00% of the Fund's
average daily net assets. The Adviser has contractually agreed to waive .20% of
the management fee until March 1, 2016. This fee waiver supplements the Fee
Waiver and/or Expense Reimbursement stated below and is not subject to
reimbursement by the Fund. The Adviser has not received advisory fees from the
Fund because the Fund has not yet commenced operations. The Adviser has also
contractually agreed to waive its management fees and/or to bear expenses of the
Fund through March 1, 2016 to the extent necessary to prevent total Fund
operating expenses (excluding expenses associated with acquired fund fees and
expenses other than the advisory fees of any AllianceBernstein Mutual Funds in
which the Fund may invest, interest expense, taxes, extraordinary expenses, and
brokerage commissions and other transaction costs), on an annualized basis, from
exceeding 1.24%, 1.99%, 1.49%, 1.24%, .99%, .99% and .99% of average daily net
assets, respectively, for Class A, Class C, Class R, Class K, Class I, Class Z
and Advisor Class shares. The expense limitation agreement may be terminated
after two years upon 60 days' prior notice by the Adviser.

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

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

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

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

            Certain information concerning the Directors is set forth below.



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

Chairman of the Board

Marshall C. Turner, Jr., #, ^   Private Investor since prior to      101          Xilinx, Inc.
Chairman of the Board           2009. Former CEO of DuPont                        (programmable logic
72                              Photomasks, Inc.(components of                    semiconductors)
(2013)                          semi-conductor manufacturing),                    and SunEdison, Inc.
                                2003-2006, and interim CEO                        (semi-conductor
                                1999-2000. Interim CEO of MEMC                    substrates, solar
                                Electronic Materials, Inc.                        materials and solar
                                (semi-conductor and solar cell                    power plants) since
                                substrates) from November 2008                    prior to 2009
                                until March 2009. He has
                                extensive operating and
                                early-stage investment
                                experience, including prior
                                service as general partner of
                                three institutional venture
                                capital partnerships, and
                                serves on the boards of three
                                education and science-related
                                non-profit organizations. He
                                has served as a director of one
                                AllianceBernstein fund since
                                1992, and director or trustee
                                of multiple AllianceBernstein
                                funds since 2005. He is
                                Chairman of the
                                AllianceBernstein Funds since
                                January 2014, and the Chairman
                                of the Independent Directors
                                Committee of such Funds since
                                February 2014.

John H. Dobkin, #               Independent Consultant since         101          None
71                              prior to 2009. Formerly, President
(2013)                          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.

Michael J. Downey, #            Private Investor since prior to      101          The Asia Pacific
70 2009.                        Formerly, managing Fund, Inc.                     since prior to 2009,
(2013)                          partner of Lexington Capital, LLC                 Prospect Acquisition
                                (investment advisory firm) from                   Corp. (financial
                                December 1997 until December                      services) from 2007
                                2003. From 1987 until 1993,                       until 2009 and The
                                Chairman and CEO of Prudential                    Merger Fund since
                                Mutual Fund Management,                           prior to 2009 until
                                director of the Prudential                        2013
                                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 and
                                chairman of one other
                                registered investment company.

William H. Foulk, Jr., #, ##    Investment Adviser and an            101          None
81                              Independent Consultant since
(2013)                          prior to 2009. Formerly, 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, and
                                has been Chairman of the
                                Independent Directors Committee
                                of the AllianceBernstein Funds
                                since 2003 until early February
                                2014. He served as Chairman of
                                such Funds from 2003 through
                                December 2013.


D. James Guzy, #                Chairman of the Board of SRC         101          SRC Computers, Inc.
77                              Computers, Inc.                                   (semi-conductors) since
(2013)                          (semi-conductors), with                           prior to 2009, PLX
                                which he has been associated                      Technology
                                since prior to 2009. He                           (semi-conductors) since
                                served as Chairman of the                         prior to 2009 until
                                Board of PLX Technology                           February 2014, and
                                (semi-conductors) since                           Cirrus Logic
                                prior to 2009 until February                      Corporation
                                2014. He was a director of                        (semi-conductors) since
                                Intel Corporation                                 prior to 2009 until
                                (semi-conductors) from 1969                       July 2011
                                until 2008, and served as
                                Chairman of the Finance
                                Committee of such company
                                for several years until May
                                2008. He was a Director of
                                Cirrus Logic Corporation
                                (semi-conductors) from 1984
                                until July 2011. He has
                                served as a director or
                                trustee of one or more of
                                the AllianceBernstein Funds
                                since 1982.

Nancy P. Jacklin, #             Professorial Lecturer at the         101          None
65                              Johns Hopkins School of
(2013)                          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.

Garry L. Moody, #               Independent Consultant.              101          Greenbacker
61                              Formerly, Partner, Deloitte &                     Renewable Energy
(2013)                          Touche LLP (1995-2008) where                      Company LLC,
                                he held a number of senior                        (renewable energy
                                positions, including Vice Chairman,               and energy
                                and U.S. and Global Investment                    efficiency projects)
                                Management Practice Managing                      from August 2013
                                Partner; President, Fidelity                      until January 2014
                                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 and Managing
                                Partner of its Chicago Office
                                Tax department. He is a member
                                of both the Governing Council
                                of the Independent Directors
                                Council (IDC), an organization
                                of independent directors of
                                mutual funds, and the Trustee
                                Advisory Board of BoardIQ, a
                                biweekly publication focused on
                                issues and news affecting
                                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.

Earl D. Weiner, #               Of Counsel, and Partner prior        101          None
74                              to January 2008, of the law
(2013)                          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 has served as a
                                director or trustee of the
                                AllianceBernstein Funds since
                                2007 and is Chairman of the
                                Governance and Nominating
                                Committees of the Funds.

INTERESTED DIRECTOR

Robert M. Keith, +              Senior Vice President of the         101          None
53                              Adviser++ and the head of
(2013)                          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.



--------
*     The address for each of the Fund's Directors is c/o AllianceBernstein
      L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New
      York, NY 10105.

**    There is no stated term of office for the Fund's Directors.

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

##    Member of the Fair Value Pricing Committee.

+     Mr. Keith is an "interested person", as defined in Section 2(a)(19) of the
      1940 Act, of the Fund due to his position as a Senior Vice President of
      the Adviser.

++    The Adviser and ABI are affiliates of the Fund.

^     Mr. Turner became Chairman of the Board on January 1, 2014.


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

            Experience, Skills, Attributes, and Qualifications of the Fund's
Directors. The Governance and Nominating Committee of the Board, which is
composed of Independent Directors, reviews the experience, qualifications,
attributes and skills of potential candidates for nomination or election by the

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

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

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

            Among other attributes and qualifications common to all Directors
are their ability to review critically, evaluate, question and discuss
information provided to them (including information requested by the Directors),
to interact effectively with the Adviser, other service providers, counsel and
the Fund's independent registered public accounting firm, and to exercise
effective business judgment in the performance of their duties as Directors. In
addition to his or her service as a Director of the Fund and other
AllianceBernstein Funds as noted in the table above: Mr. Dobkin has experience
as an executive of a number of organizations and served as Chairman of the Audit
Committee of many of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey
has experience in the investment advisory business including as Chairman and
Chief Executive Officer of a large fund complex and as director of a number of
non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein
closed-end fund; Mr. Foulk has experience in the investment advisory and
securities businesses, including as Deputy Comptroller and Chief Investment
Officer of the State of New York (where his responsibilities included bond
issuances, cash management and oversight of the New York Common Retirement
Fund), served as Chairman of the Independent Directors Committee from 2003 until
early February 2014, served as Chairman of the AllianceBernstein Funds from 2003
through December 2013, and is active in a number of mutual fund related
organizations and committees; Mr. Guzy has experience as a corporate director
including as Chairman of a public company and Chairman of the Finance Committee
of a large public technology company; Ms. Jacklin has experience as a financial
services regulator including as U.S. Executive Director of the International
Monetary Fund, which is responsible for ensuring the stability of the
international monetary system, and as a financial services lawyer in private
practice; Mr. Keith has experience as an executive of the Adviser with
responsibility for, among other things, the AllianceBernstein Funds; Mr. Moody
has experience as a certified public accountant including experience as Vice
Chairman and U.S. and Global Investment Management Practice Partner for a major
accounting firm, is a member of both the governing council of an organization of
independent directors of mutual funds, and the Trustee Advisory Board of
BoardIQ, a biweekly publication focused on issues and news affecting directors
of mutual funds, has served as a Director of Greenbacker Renewable Energy
Company LLC, and has served as a director or trustee and Chairman of the Audit
Committee of the AllianceBernstein Funds since 2008; Mr. Turner has experience
as a director (including as Chairman and Chief Executive Officer of a number of
companies) and as a venture capital investor including prior service as general
partner of three institutional venture capital partnerships, and has served as
Chairman of the AllianceBernstein Funds since January 2014 and the Independent
Directors Committee of such Funds since February 2014; and Mr. Weiner has
experience as a securities lawyer whose practice includes registered investment
companies and as Chairman, director or trustee of a number of boards, and has
served as Chairman of the Governance and Nominating Committee of the
AllianceBernstein Funds since 2007. The disclosure herein of a director's
experience, qualifications, attributes and skills does not impose on such
director any duties, obligations, or liability that are greater than the duties,
obligations and liability imposed on such director as a member of the Board and
any committee thereof in the absence of such experience, qualifications,
attributes and skills.

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

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

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

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

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

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

            The function of the Audit Committee is to assist the Board in its
oversight of the Fund's financial reporting process. The Audit Committee met
once to appoint the Fund's independent registered public accounting firm.

            The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Board. The Governance and Nominating Committee has not yet met with respect to
the Fund.

            The Board has adopted a charter for its Governance and Nominating
Committee. Pursuant to the charter, the Committee assists the Board in carrying
out its responsibilities with respect to governance of the Fund and identifies,
evaluates, selects and nominates candidates for the Board. The Committee may
also set standards or qualifications for Directors and reviews at least annually
the performance of each Director, taking into account factors such as attendance
at meetings, adherence to Board policies, preparation for and participation at
meetings, commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Director's ability to perform his or her duties. The Committee may consider
candidates as Directors submitted by the Fund's current Board members, officers,
the Adviser, stockholders and other appropriate sources.

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

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

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

            The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election
at an annual meeting of shareholders. The Governance and Nominating Committee
will not consider self-nominated candidates. The Governance and Nominating
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates
submitted from other sources. These criteria include the candidate's relevant
knowledge, experience, and expertise, the candidate's ability to carry out his
or her duties in the best interests of the Fund, and the candidate's ability to
qualify as an Independent Director. When assessing a candidate for nomination,
the Committee considers whether the individual's background, skills, and
experience will complement the background, skills, and experience of other
nominees and will contribute to the diversity of the Board.

            The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's NAV by more than $0.01 per share. The
Fair Value Pricing Committee has not yet met with respect to the Fund.

            The function of the Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the Independent Directors, such as review and
approval of the Advisory and Distribution Services Agreements. The Independent
Directors Committee has not yet met with respect to the Fund.

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

                                                        AGGREGATE DOLLAR
                                DOLLAR RANGE            RANGE OF EQUITY
                                OF EQUITY               SECURITIES IN THE
                                SECURITIES IN           ALLIANCEBERNSTEIN
                                THE FUND AS OF          FUND COMPLEX AS OF
                                DECEMBER 31, 2013       DECEMBER 31, 2013
                                ---------------------   -------------------

John H. Dobkin                         None                 Over $100,000
Michael J. Downey                      None                 Over $100,000
William H. Foulk, Jr.                  None                 Over $100,000
D. James Guzy                          None                 Over $100,000
Nancy P. Jacklin                       None                 Over $100,000
Robert M. Keith*                       None                      None
Garry L. Moody                         None                 Over $100,000
Marshall C. Turner, Jr.                None                 Over $100,000
Earl D. Weiner                         None                 Over $100,000

--------
* With respect to Mr. Keith, unvested interests in certain deferred compensation
plans, including the Partner Compensation Plan are not included.

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

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

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

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

Philip L. Kirstein,   Senior Vice President   Senior Vice President and
68                    and Independent         Independent Compliance Officer of
                      Compliance Officer      the funds in the AllianceBernstein
                                              Fund Complex and Chief Compliance
                                              Officer until December 31, 2013 of
                                              the AllianceBernstein Funds, with
                                              which he has been associated since
                                              October 2004. Prior thereto, he
                                              was Of Counsel to Kirkpatrick &
                                              Lockhart, LLP from October 2003 to
                                              October 2004, and General Counsel
                                              of Merrill Lynch Investment
                                              Managers, L.P. since prior to
                                              March 2003.

James Tierney,        Vice President          Senior Vice President and
47                                            Portfolio Manager of the Adviser,
                                              with which he has been associated
                                              since December 2013. Prior
                                              thereto, he was Chief Investment
                                              Officer of W.P. Stewart and Co.
                                              Ltd. ("WPS") (2010-2013) and
                                              Portfolio Manager/Analyst and
                                              Senior Vice President of WPS
                                              (2000-2010).

Emilie D. Wrapp,      Secretary/Clerk         Senior Vice President, Assistant
58                                            General Counsel and Assistant
                                              Secretary of ABI,** with which she
                                              has been associated since prior to
                                              2009.

Joseph J. Mantineo,   Treasurer and Chief     Senior Vice President of ABIS,**
54                    Financial Officer       with which he has been associated
                                              since prior to 2009.

Vincent S. Noto,      Chief Compliance        Chief Compliance Officer of the
49                    Officer                 AllianceBernstein Funds since
                                              January 2014, and Vice President
                                              of ABIS,** with which he has been
                                              associated since prior to 2009.

Phyllis J. Clarke,    Controller and Chief    Vice President of ABIS,** with
52                    Accounting Officer      which she has been associated
                                              since prior to 2009.


--------
*     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 does not pay any fees to, or reimburse expenses of, its
Directors who are considered "interested persons" (as defined in Section
2(a)(19) of the 1940 Act) of the Fund. The estimated aggregate compensation that
will be paid to the Directors by the Fund for the fiscal period ending June 30,
2014, the aggregate compensation paid to each of the Directors during calendar
year 2013 by the AllianceBernstein Fund Complex, and the total number of
registered investment companies (and separate investment portfolios within the
companies) in the AllianceBernstein Fund Complex with respect to which each of
the Directors serves as a director or trustee, are set forth below. Neither the
Fund nor any other fund in the AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees. Each of the Directors is a director or trustee of one or
more other registered investment companies in the AllianceBernstein Fund
Complex.




                                                            Total Number of     Total Number of
                                                            Registered          Investment
                                                            Investment          Portfolios within
                                                            Companies in the    the
                                        Total               AllianceBernstein   AllianceBernstein
                          Estimated     Compensation        Fund Complex,       Fund Complex,
                          Aggregate     from the            Including the       Including the Fund,
                          which the     AllianceBernstein   Fund,               as to which as to
                          Compensation  Fund Complex,       the Director is a   Director is a
Name of Director          from the      Including the       Director or         Director or
of the Fund               Fund*         Fund                Trustee             Trustee
----------------          ------------  -----------------   -----------------   -------------------
                                                                    

John H. Dobkin            $  546        $262,000            31                  101
Michael J. Downey         $  546        $262,000            31                  101
William H. Foulk, Jr.     $  546        $487,000            31                  101
D. James Guzy             $  546        $262,000            31                  101
Nancy P. Jacklin          $  546        $262,000            31                  101
Robert M. Keith           $    0        $      0            31                  101
Garry L. Moody            $  643        $297,000            31                  101
Marshall C. Turner, Jr.   $1,088        $262,000            31                  101
Earl D. Weiner            $  596        $280,000            31                  101




* Estimated compensation that will be paid by the Fund during the fiscal period
ending June 30, 2014.

            As of February 7, 2014, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.

Additional Information About the Fund's Portfolio Manager
---------------------------------------------------------

            The management of, and investment decisions for, the Fund's
portfolio are made by Mr. James Tierney (the "Portfolio Manager"). For
additional information about the portfolio management of the Fund, see
"Management of the Fund - Portfolio Managers" in the Fund's Prospectus. As of
February 7, 2014, the portfolio manager owned none of the Fund's equity
securities.

            As of December 31, 2013, employees of the Adviser had approximately
$98,605,080 in shares of all AllianceBernstein Mutual Funds (excluding
AllianceBernstein money market funds) through their interests in certain
deferred compensation plans, including the Partners Compensation Plan, including
both vested and unvested amounts.

            The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which the Portfolio Manager also has day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of December 31, 2013.


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

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

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

James Tierney                 1     $25,000,000            None          None
--------------------------------------------------------------------------------



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

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

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

James Tierney                  5     $705,000,000          1        $687,000,000
--------------------------------------------------------------------------------


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

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

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

James Tierney                401     $1,292,000,000,        None          None
--------------------------------------------------------------------------------


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

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

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

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

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

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

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

            The Adviser's compensation program for portfolio managers is
designed to align with clients' interests, emphasizing each portfolio manager's
ability to generate long-term investment success for the Adviser's clients,
including the Fund. The Adviser also strives to ensure that compensation is
competitive and effective in attracting and retaining the highest caliber
employees.

            Portfolio managers receive a base salary, incentive compensation and
contributions to AllianceBernstein's 401(k) plan. Part of the annual incentive
compensation is generally paid in the form of a cash bonus, and part through an
award under the firm's Incentive Compensation Award Plan (ICAP). The ICAP awards
vest over a four-year period. Deferred awards are paid in the form of restricted
grants of the firm's Master Limited Partnership Units, and award recipients have
the ability to receive a portion of their awards in deferred cash. The amount of
contributions to the 401(k) plan is determined at the sole discretion of the
Adviser. On an annual basis, the Adviser endeavors to combine all of the
foregoing elements into a total compensation package that considers industry
compensation trends and is designed to retain its best talent.

            The incentive portion of total compensation is determined by
quantitative and qualitative factors. Quantitative factors, which are weighted
more heavily, are driven by investment performance. Qualitative factors are
driven by contributions to the investment process and client success.

            The quantitative component includes measures of absolute, relative
and risk-adjusted investment performance. Relative and risk-adjusted returns are
determined based on the benchmark in the Fund's prospectus and versus peers over
one-, three- and five-year calendar periods, with more weight given to
longer-time periods. Peer groups are chosen by Chief Investment Officers, who
consult with the product management team to identify products most similar to
our investment style and most relevant within the asset class. Portfolio
managers of the Fund do not receive any direct compensation based upon the
investment returns of any individual client account, and compensation is not
tied directly to the level or change in level of assets under management.

            Among the qualitative components considered, the most important
include thought leadership, collaboration with other investment colleagues,
contributions to risk-adjusted returns of other portfolios in the firm, efforts
in mentoring and building a strong talent pool and being a good corporate
citizen. Other factors can play a role in determining portfolio managers'
compensation, such as the complexity of investment strategies managed, volume of
assets managed and experience.

            The Adviser emphasizes four behavioral competencies--relentlessness,
ingenuity, team orientation and accountability--that support its mission to be
the most trusted advisor to its clients. Assessments of investment professionals
are formalized in a year-end review process that includes 360-degree feedback
from other professionals from across the investment teams and the Adviser.

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

                              EXPENSES OF THE FUND

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

Distribution Services Agreement
-------------------------------

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

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

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

            The Plan will continue in effect with respect to the Fund and each
class of shares thereof for successive one-year periods provided that such
continuance is specifically approved at least annually by a majority of the
Independent Directors who have no direct or indirect financial interest in the
operation of the Plan or any agreement related thereto (the "Qualified
Directors") and by a vote of a majority of the entire Board at a meeting called
for that purpose.

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

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

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

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

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

            ABIS, an indirect wholly-owned subsidiary of the Adviser located
principally at 8000 IH 10 W, 4th Floor, San Antonio, Texas 78230, receives a
transfer agency fee per account holder of each of the Class A, Class C shares
and Advisor Class shares of the Fund, plus reimbursement for out-of-pocket
expenses. The transfer agency fee with respect to the Class C shares is higher
than the transfer agency fee with respect to the other classes of shares,
reflecting the additional costs associated with the Class C CDSCs.

            ABIS acts as the transfer agent for the Fund. ABIS, an indirect
wholly-owned subsidiary of the Adviser, registers the transfer, issuance and
redemption of Fund shares and disburses dividends and other distributions to
Fund shareholders.

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

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

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

                               PURCHASE OF SHARES

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

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

General
-------

            Shares of the Fund are offered on a continuous basis at a price
equal to their NAV plus an initial sales charge at the time of purchase ("Class
A shares"), without any initial sales charge and, as long as the shares are held
for one year or more, without any CDSC ("Class C shares"), to group retirement
plans, as defined below, eligible to purchase Class R shares, without any
initial sales charge or CDSC ("Class R shares"), to group retirement plans
eligible to purchase Class K shares, without any initial sales charge or CDSC
("Class K shares"), to group retirement plans and certain investment advisory
clients of, and certain other persons associated with, the Adviser and its
affiliates eligible to purchase Class I shares, without any initial sales charge
or CDSC ("Class I shares"), to group retirement plans, as defined below,
eligible to purchase Class Z shares, without any initial sales charge or CDSC
("Class Z shares"), or to investors eligible to purchase Advisor Class shares,
without any initial sales charge or CDSC ("Advisor Class shares"), in each case
as described below. All of the classes of shares of the Fund, except Class I,
Class Z and Advisor Class shares, are subject to Rule 12b-1 asset-based sales
charges. Shares of the Fund that are offered subject to a sales charge are
offered through (i) investment dealers that are members of the Financial
Industry Regulatory Authority and have entered into selected dealer agreements
with ABI ("selected dealers"), (ii) depository institutions and other financial
intermediaries or their affiliates, that have entered into selected agent
agreements with ABI ("selected agents") and (iii) ABI.

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

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

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

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

            The public offering price of shares of the Fund is its NAV, plus, in
the case of Class A shares, a sales charge. On each Fund business day on which a
purchase or redemption order is received by the Fund and trading in the types of
securities in which the Fund invests might materially affect the value of Fund
shares, the NAV is computed as of the Fund Closing Time, which is the close of
regular trading on each day the Exchange is open (ordinarily 4:00 p.m., Eastern
time, but sometimes earlier, as in the case of scheduled half-day trading or
unscheduled suspensions of trading) by dividing the value of the Fund's total
assets, less its liabilities, by the total number of its shares then
outstanding. A Fund business day is any day on which the Exchange is open for
trading.

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

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

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

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

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

            Each class of shares in the Fund represents an interest in the same
portfolio of investments of the Fund, has the same rights and is identical in
all respects, except that (i) Class A shares bear the expense of the initial
sales charge (or CDSC, when applicable) and Class C shares bear the expense of
the CDSC, (ii) Class C and Class R shares each bear the expense of a higher
distribution services fee than those borne by Class A and Class K shares, and
Class I shares, Class Z shares and Advisor Class shares do not bear such a fee,
(iii) Class C shares bear higher transfer agency costs than that borne by the
other classes of shares, and (iv) each of Class A, Class C, Class R and Class K
shares has exclusive voting rights with respect to provisions of the Plan
pursuant to which its distribution services fee is paid and other matters for
which separate class voting is appropriate under applicable law. Each class has
different exchange privileges and certain different shareholder service options
available.

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

Frequent Purchases and Redemptions
----------------------------------

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

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

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

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

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

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

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

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

Alternative Purchase Arrangements
---------------------------------

            Classes A and C Shares. Class A and Class C shares have the
following alternative purchase arrangements: Class A shares are generally
offered with an initial sales charge and Class C shares are sold to investors
choosing the asset-based sales charge alternative. Special purchase arrangements
are available for group retirement plans. See "Alternative Purchase Arrangements
- Group Retirement Plans and Tax-Deferred Accounts" below. "Group Retirement
Plans" are defined as 401(k) plans, 457 plans, employer-sponsored 403(b) plans,
profit sharing and money purchase pension plans, defined benefit plans, and
non-qualified deferred compensation plans where plan level or omnibus accounts
are held on the books of the Fund. See "Alternative Purchase Arrangements -
Group Retirement Plans and Tax-Deferred Accounts" below. These alternative
purchase arrangements permit an investor to choose the method of purchasing
shares that is most beneficial given the amount of the purchase, the length of
time the investor expects to hold the shares, and other circumstances. Investors
should consider whether, during the anticipated life of their investment in the
Fund the accumulated distribution services fee and CDSC on Class C shares would
be less than the initial sales charge and accumulated distribution services fee
on Class A shares purchased at the same time, and to what extent such
differential would be offset by the higher return of Class A shares. Class C
shares will normally not be suitable for the investor who qualifies to purchase
Class A shares at NAV. For this reason, ABI will reject any order for more than
$1,000,000 for Class C shares.

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

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

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

                                  Sales Charge

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

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

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

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

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

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

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

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

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

        (ii)      officers, directors and present and full-time employees of
                  selected dealers or agents; or the spouse or domestic partner,
                  sibling, direct ancestor or direct descendant (collectively,
                  "Relatives") of any such person; or any trust, individual
                  retirement account or retirement plan account for the benefit
                  of any such person;

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

        (iv)      persons participating in a fee-based program, sponsored and
                  maintained by a broker-dealer or other financial intermediary
                  and approved by ABI, under which persons pay an asset-based
                  fee for services in the nature of investment advisory or
                  administrative services; or clients of broker-dealers or other
                  financial intermediaries approved by ABI who purchase Class A
                  shares for their own accounts through self-directed brokerage
                  accounts with the broker-dealers or financial intermediaries
                  that may or may not charge a transaction fee to its clients;

         (v)      certain retirement plan accounts as described under
                  "Alternative Purchase Arrangements--Group Retirement Plans and
                  Tax-Deferred Accounts"; and

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

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

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

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

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

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

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

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

            Class I Shares. Class I shares are available at NAV to all group
retirement plans and to certain investment advisory clients of, and certain
other persons associated with, the Adviser and its affiliates. Class I shares
generally are not available to retail non-retirement accounts, traditional and
ROTH IRAs, Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs,
individual 403(b) plans and AllianceBernstein-sponsored retirement products.
Class I shares do not incur any distribution services fees and will thus have a
lower expense ratio and pay correspondingly higher dividends than Class R and
Class K shares.

            Class Z Shares. Class Z shares are available at NAV, without an
initial sales charge, to 401(k) plans, 457 plans, employer-sponsored 403(b)
plans, profit-sharing and money purchase pension plans, defined benefit plans,
and non-qualified deferred compensation plans where plan level or omnibus
accounts are held on the books of the Fund ("group retirement plans").

            Class Z shares are also available to certain
AllianceBernstein-sponsored group retirement plans. Class Z shares generally are
not available to retail non-retirement accounts, traditional and Roth IRAs,
Coverdell Education Savings Accounts, SEPs, SAR-SEPs, SIMPLE IRAs and individual
403(b) plans. Class Z shares are not currently available to group retirement
plans in the AllianceBernstein-sponsored programs known as the "Informed Choice"
programs.

            Class Z shares do not incur any distribution services fees and will
thus have a lower expense ratio and pay correspondingly higher dividends than
Class R and Class K shares.

            Advisor Class Shares. Advisor Class shares of the Fund may be
purchased and held solely (i) through accounts established under fee-based
programs, sponsored and maintained by registered broker-dealers or other
financial intermediaries and approved by ABI, (ii) through self-directed defined
contribution employee benefit plans (e.g., 401(k) plans) that are purchased
directly by the plan without the involvement of a financial intermediary, (iii)
officers and present or former Directors or other investment companies managed
by the Adviser, officers, directors and present or retired full-time employees
and former employees (for subsequent investment in accounts established during
the course of their employment) of the Adviser, ABI, ABIS and their affiliates;
or the Relatives of any such person; or any trust, individual retirement account
or retirement plan account for the benefit of any such person; or (iv) by the
categories of investors described in clauses (i), (iii) and (iv) under "Class A
Shares - Sales at NAV". Generally, a fee-based program must charge an
asset-based or other similar fee and must invest at least $250,000 in Advisor
Class shares of the Fund in order to be approved by ABI for investment in
Advisor Class shares. A transaction fee may be charged by your financial
intermediary with respect to the purchase, sale or exchange of Advisor Class
shares made through such financial intermediary. Advisor Class shares do not
incur any distribution services fees, and will thus have a lower expense ratio
and pay correspondingly higher dividends than Class A, Class C, Class R or Class
K shares.

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

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

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

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

            Class R Shares. Class R shares are available to certain group
retirement plans. Class R shares are not subject to a front-end sales charge or
CDSC, but are subject to a .50% distribution fee.

            Class K Shares. Class K shares are available to certain group
retirement plans. Class K shares are not subject to a front-end sales charge or
CDSC, but are subject to a .25% distribution fee.

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

            Class Z Shares. Class Z shares are available to certain group
retirement plans. Class Z shares are not subject to front-end sales charges or
CDSCs or distribution fees.

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

            Currently, the Fund makes its Class A shares available at NAV to
group retirement plans. Unless waived under the circumstances described above, a
1%, 1-year CDSC applies to the sale of Class A shares by a plan. Because Class K
shares have no CDSC and lower Rule 12b-1 distribution fees and Class I shares
and Class Z shares have no CDSC or Rule 12b-1 distribution fees, plans should
consider purchasing Class K, Class I or Class Z shares, if eligible, rather than
Class A shares.

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

      o     the Rule 12b-1 distribution fees (0.30%) and the 1%, 1-year CDSC
            with respect to Class A shares (currently limited to 0.25%);

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

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

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

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

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

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

            Currently, the AllianceBernstein Mutual Funds include:

AllianceBernstein Blended Style Series, Inc.
  -AllianceBernstein 2000 Retirement Strategy
  -AllianceBernstein 2005 Retirement Strategy
  -AllianceBernstein 2010 Retirement Strategy
  -AllianceBernstein 2015 Retirement Strategy
  -AllianceBernstein 2020 Retirement Strategy
  -AllianceBernstein 2025 Retirement Strategy
  -AllianceBernstein 2030 Retirement Strategy
  -AllianceBernstein 2035 Retirement Strategy
  -AllianceBernstein 2040 Retirement Strategy
  -AllianceBernstein 2045 Retirement Strategy
  -AllianceBernstein 2050 Retirement Strategy
  -AllianceBernstein 2055 Retirement Strategy
AllianceBernstein Bond Fund, Inc.
  -AllianceBernstein Bond Inflation Strategy
  -AllianceBernstein Government Reserves Portfolio
  -AllianceBernstein Intermediate Bond Portfolio
  -AllianceBernstein Limited Duration High Income Portfolio
  -AllianceBernstein Municipal Bond Inflation Strategy
  -AllianceBernstein Real Asset Strategy
  -AllianceBernstein Tax-Aware Fixed Income Portfolio
AllianceBernstein Cap Fund, Inc.
  -AllianceBernstein Concentrated Growth Fund
  -AllianceBernstein Dynamic All Market Fund
  -AllianceBernstein Emerging Markets Multi-Asset Portfolio
  -AllianceBernstein International Discovery Equity Portfolio
  -AllianceBernstein Market Neutral Strategy - Global
  -AllianceBernstein Market Neutral Strategy - U.S.
  -AllianceBernstein Select US Equity Portfolio
  -AllianceBernstein Select US Long/Short Portfolio
  -AllianceBernstein Small Cap Growth Portfolio
AllianceBernstein Core Opportunities Fund, Inc.
AllianceBernstein Discovery Growth Fund, Inc.
AllianceBernstein Equity Income Fund, Inc.
AllianceBernstein Exchange Reserves
AllianceBernstein Global Bond Fund, Inc.
AllianceBernstein Global Real Estate Investment Fund, Inc.
AllianceBernstein Global Risk Allocation Fund, Inc.
AllianceBernstein Global Thematic Growth Fund, Inc.
AllianceBernstein Growth and Income Fund, Inc.
AllianceBernstein High Income Fund, Inc.
AllianceBernstein International Growth Fund, Inc.
AllianceBernstein Large Cap Growth Fund, Inc.
AllianceBernstein Municipal Income Fund, Inc.
  -California Portfolio
  -National Portfolio
  -New York Portfolio
  -AllianceBernstein High Income Municipal Portfolio
AllianceBernstein Municipal Income Fund II
  -Arizona Portfolio
  -Massachusetts Portfolio
  -Michigan Portfolio
  -Minnesota Portfolio
  -New Jersey Portfolio
  -Ohio Portfolio
  -Pennsylvania Portfolio
  -Virginia Portfolio
AllianceBernstein Trust
  -AllianceBernstein Discovery Value Fund
  -AllianceBernstein Global Value Fund
  -AllianceBernstein International Value Fund
  -AllianceBernstein Value Fund
AllianceBernstein Unconstrained Bond Fund, Inc.
The AllianceBernstein Portfolios
  -AllianceBernstein Balanced Wealth Strategy
  -AllianceBernstein Conservative Wealth Strategy
  -AllianceBernstein Growth Fund
  -AllianceBernstein Tax-Managed Balanced Wealth Strategy
  -AllianceBernstein Tax-Managed Wealth Appreciation Strategy
  -AllianceBernstein Tax-Managed Conservative Wealth Strategy
  -AllianceBernstein Wealth Appreciation Strategy
Sanford C. Bernstein Fund, Inc.
  -Intermediate California Municipal Portfolio
  -Intermediate Diversified Municipal Portfolio
  -Intermediate New York Municipal Portfolio
  -International Portfolio
  -Short Duration Portfolio
  -AllianceBernstein Tax-Managed International Portfolio


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

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

            (i)   the investor's current purchase;

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

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

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

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

            Letter of Intent. Class A investors may also obtain the quantity
discounts described under "Alternative Purchase Arrangements - Class A Shares"
by means of a written Letter of Intent, which expresses the investor's intention
to invest at least $100,000 in Class A shares of the Fund or any
AllianceBernstein Mutual Fund within 13 months. Each purchase of shares under a
Letter of Intent will be made at the public offering price or prices applicable
at the time of such purchase to a single transaction of the dollar amount
indicated in the Letter of Intent.

            Investors qualifying for the Combined Purchase Privilege described
above may purchase shares of the AllianceBernstein Mutual Funds under a single
Letter of Intent. The AllianceBernstein Mutual Funds will use the higher of cost
or current NAV of the investor's existing investments and of those accounts with
which investments are combined via Combined Purchase Privileges toward the
fulfillment of the Letter of Intent. For example, if at the time an investor
signs a Letter of Intent to invest at least $100,000 in Class A shares of the
Fund, the investor and the investor's spouse or domestic partner each purchase
shares of the Fund worth $20,000 (for a total of $40,000), but the current NAV
of all applicable accounts is $45,000 at the time a $100,000 Letter of Intent is
initiated, it will only be necessary to invest a total of $55,000 during the
following 13 months in shares of the Fund or any other AllianceBernstein Mutual
Fund, to qualify for the 3.25% sales charge on the total amount being invested
(the sales charge applicable to an investment of $100,000).

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

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

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

            Dividend Reinvestment Program. Under the Fund's Dividend
Reinvestment Program, unless you specify otherwise, your dividends and
distributions will be automatically reinvested in the same class of shares of
the Fund without an initial sales charge or CDSC. If you elect to receive your
distributions in cash, you will only receive a check if the distribution is
equal to or exceeds $25.00. Distributions of less than $25.00 will automatically
be reinvested in Fund shares. To receive distributions of less than $25.00 in
cash, you must have bank instructions associated to your account so that
distributions can be delivered to you electronically via Electronic Funds
Transfer using the Automated Clearing House or "ACH". If you elect to receive
distributions by check, your distributions and all subsequent distributions may
nonetheless be reinvested in additional shares of the Fund under the following
circumstances:

            (a) the postal service is unable to deliver your checks to your
            address of record and the checks are returned to the Fund's transfer
            agent as undeliverable; or

            (b) your checks remain uncashed for nine months.

            Additional shares of the Fund will be purchased at the then current
NAV. You should contact the Fund's transfer agent to change your distribution
option. Your request to do so must be received by the transfer agent before the
record date for a distribution in order to be effective for that distribution.
No interest will accrue on amounts represented by uncashed distribution checks.

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

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

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

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

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

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

            CDSC Waiver for Class A Shares and Class C Shares. Under the
systematic withdrawal plan, up to 1% monthly, 2% bi-monthly or 3% quarterly of
the value at the time of redemption of the Class A or Class C shares in a
shareholder's account may be redeemed free of any CDSC.

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

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

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

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

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

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

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

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

            o     upfront sales commissions;

            o     Rule 12b-1 fees;

            o     additional distribution support;

            o     defrayal of costs for educational seminars and training; and

            o     payments related to providing sub-accounting or shareholder
                  servicing.

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

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

            For 2014, ABI's additional payments to these firms for distribution
services and educational support related to the AllianceBernstein Mutual Funds
are expected to be approximately 0.05% of the average monthly assets of the
AllianceBernstein Mutual Funds, or approximately $22 million. In 2013, ABI paid
approximately 0.05% of the average monthly assets of the AllianceBernstein
Mutual Funds or approximately $21 million, for distribution services and
education support related to the AllianceBernstein Mutual Funds.

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

            The Fund and ABI also make payments for sub-accounting or
shareholder servicing to financial intermediaries that sell AllianceBernstein
Mutual Fund shares. Please see "Expenses of the Fund - Transfer Agency
Agreement" above. To the extent that these expenses are paid by the Fund, they
are included in "Other Expenses" under "Fees and Expenses of the Fund - Annual
Fund Operating Expenses" in your Prospectus.

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

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

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

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

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

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

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

                      REDEMPTION AND REPURCHASE OF SHARES

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

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

Redemption
----------

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

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

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

            To redeem shares of the Fund by mail, the registered owner or owners
should forward a letter to the Fund containing a request for redemption. The
Fund may require the signature or signatures on the letter to be Medallion
Signature Guaranteed. Please contact ABIS to confirm whether a Medallion
Signature Guarantee is needed.

            Telephone Redemption - Payment by Electronic Funds Transfer. Each
Fund shareholder is entitled to request redemption with payment by electronic
funds transfer by telephone at (800) 221-5672 if the shareholder has completed
the appropriate portion of the Mutual Fund Application or, if an existing
shareholder has not completed this portion, by an "Autosell" application
obtained from ABIS (except for certain omnibus accounts). A telephone redemption
request for payment by electronic funds transfer may not exceed $100,000, and
must be made before the Fund Closing Time, on a Fund business day as defined
above. Proceeds of telephone redemptions will be sent by electronic funds
transfer to a shareholder's designated bank account at a bank selected by the
shareholder that is a member of the NACHA.

            Telephone Redemption - Payment by Check. Each Fund shareholder is
eligible to request redemption with payment by check of Fund shares by telephone
at (800) 221-5672 before the Fund Closing Time, on a Fund business day in an
amount not exceeding $100,000. Proceeds of such redemptions are remitted by
check to the shareholder's address of record. A shareholder otherwise eligible
for telephone redemption by check may cancel the privilege by written
instruction to ABIS, or by checking the appropriate box on the Mutual Fund
Application.

            Telephone Redemptions--General. During periods of drastic economic,
market or other developments, such as Hurricane Sandy in 2012, it is possible
that shareholders would have difficulty in reaching ABIS by telephone (although
no such difficulty was apparent at any time in connection with the attacks). If
a shareholder were to experience such difficulty, the shareholder should issue
written instructions to ABIS at the address shown on the cover of this SAI. The
Fund reserves the right to suspend or terminate its telephone redemption service
at any time without notice. Telephone redemption is not available with respect
to shares (i) held in nominee or "street name" accounts, (ii) held by a
shareholder who has changed his or her address of record within the preceding 30
calendar days or (iii) held in any retirement plan account. Neither the Fund,
the Adviser, ABI nor ABIS will be responsible for the authenticity of telephone
requests for redemptions that the Fund reasonably believes to be genuine. The
Fund will employ reasonable procedures in order to verify that telephone
requests for redemptions are genuine, including, among others, recording such
telephone instructions and causing written confirmations of the resulting
transactions to be sent to shareholders. If the Fund did not employ such
procedures, it could be liable for losses arising from unauthorized or
fraudulent telephone instructions. Financial intermediaries may charge a
commission for handling telephone requests for redemptions.

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

Account Closure
---------------

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

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

                              SHAREHOLDER SERVICES

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

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

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

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

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

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

            Shares will continue to age without regard to exchanges for purpose
of determining the CDSC, if any, upon redemption. When redemption occurs, the
CDSC applicable to the shares of the AllianceBernstein Mutual Fund you
originally purchased for cash is applied.

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

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

            Each Fund shareholder and the shareholder's financial intermediary
are authorized to make telephone requests for exchanges unless ABIS receives
written instruction to the contrary from the shareholder, or the shareholder
declines the privilege by checking the appropriate box on the Mutual Fund
Application. Shares acquired pursuant to a telephone request for exchange will
be held under the same account registration as the shares redeemed through such
exchange.

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

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

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

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

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

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

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

                                NET ASSET VALUE

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

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

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

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

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

            (b) an equity security traded on NASDAQ is valued at the NASDAQ
Official Closing Price. An OTC equity security is valued at the mid level
between the current bid and asked prices. If the mid price is not available, the
security will be valued at the bid price. An equity security traded on more than
one exchange is valued in accordance with paragraph (a) above by reference to
the principal exchange (as determined by the Adviser) on which the security is
traded;

            (c) a listed or OTC put or call option is valued at the mid level
between the current bid and asked prices (for options or futures contracts, see
item (e)). If neither a current bid nor current ask price is available, the
Adviser will have discretion to determine the best valuation (e.g., last trade
price) and then bring the issue to the Valuation Committee the next day;

            (d) an open futures contract and any option thereon is valued at the
closing settlement price or, in the absence of such a price, the most recent
quoted bid price. If there are no quotations available for the relevant business
day, the security is valued at the last available closing settlement price;

            (e) a listed right is valued at the last traded price provided by
approved vendors. If there has been no sale on the relevant business day, the
right is valued at the last traded price from the previous day. On the following
day, the security is valued in good faith at fair value. For an unlisted right,
the calculation used in determining a value is the price of the reference
security minus the subscription price multiplied by the terms of the right.
There may be some instances when the subscription price is greater than the
referenced security right. In such instances, the right would be valued as
worthless;

            (f) a listed warrant is valued at the last traded price provided by
approved vendors. If there is no sale on the relevant business day, the warrant
is valued at the last traded price from the previous day. On the following day,
the security is valued in good faith at fair value. All unlisted warrants are
valued in good faith at fair value. Once a warrant has expired, it will no
longer be valued;

            (g) preferred securities are valued based on prices received from
approved vendors that use last trade data for listed preferreds and evaluated
bid prices for non-listed preferreds, as well as for listed preferreds when
there is no trade activity;

            (h) U.S. Government securities and any other debt instruments having
60 days or less remaining until maturity are generally valued at amortized cost
if their original maturity was 60 days or less. If the original term to maturity
exceeded 60 days, the securities are valued by an independent pricing vendor, if
a market price is available. If a market price is not available, the securities
are valued by using amortized cost as of the 61st day prior to maturity if the
original term to maturity exceeded 60 days. The Adviser is responsible for
monitoring whether any circumstances have occurred that indicate that the use of
the amortized cost method for any security is not appropriate due to such
factors as, but not limited to, an impairment of the creditworthiness of the
issuer or material changes in interest rates;

            (i) a fixed-income security is typically valued on the basis of bid
prices provided by a pricing vendor when the Adviser reasonably believes that
such prices reflect the market value of the security. In certain markets, the
market convention may be to use the mid price between bid and offer.
Fixed-income securities may be valued on the basis of the mid prices when either
the approved pricing vendors normally provide mid prices, reflecting the
convention of the particular markets. The prices provided by a pricing vendor
may take into account many factors, including institutional size trading in
similar groups of securities and any developments related to specific
securities. If the Adviser determines that an appropriate pricing vendor does
not exist for a security in a market that typically values such security on the
basis of a bid price, the security is valued on the basis of a quoted bid price
or spread over the applicable yield curve (a bid spread) by a broker-dealer in
such security. If the Adviser receives multiple broker quotes that are deemed to
be reliable, then the Adviser will utilize the second highest broker quote. If
an appropriate pricing vendor does not exist for a security in a market where
convention is to use the mid price, the security is valued on the basis of a
quoted mid price by a broker-dealer in such security;

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

            (k) bridge loans are valued at fair value, which equates to the
outstanding loan amount unless it is determined by the Valuation Committee that
any particular bridge loan should be valued at something other than outstanding
loan amount. This may occur, due to, for example, a significant change in the
high-yield market and/or a significant change in the status of any particular
issuer or issuers of bridge loans;

            (l) whole loans: residential and commercial mortgage whole loans and
whole loan pools are market priced by an approved vendor;

            (m) forward and spot currency pricing is provided by an independent
pricing vendor. The rate provided by the approved vendor is a mid price for
forward and spot rates. In most instances whenever both an "onshore" rate and an
"offshore" (i.e., non deliverable forward "NDF") rate is available, the Adviser
will use the offshore (NDF) rate. NDF contracts are used for currencies where it
is difficult (and sometimes impossible) to take actual delivery of the currency;

            (n) swap pricing: various approved external vendors are used to
obtain pricing information and analysis. This information is placed into various
pricing models (depending on the type of derivative) to devise a price for each
investment. These pricing models are monitored/reviewed on an ongoing basis by
the Adviser;

            (o) interest rate caps, floors and swaptions are valued at the
present value of the terms of the agreements, which is provided by approved
vendors; and

            (p) open-end mutual funds are valued at the closing NAV per share
and closed-end funds and ETFs are valued at the closing market price per share.

            The Fund values its securities at their current market value
determined on the basis of market quotations as set forth above or, if market
quotations are not readily available or are unreliable, at "fair value" as
determined in accordance with procedures established by and under the general
supervision of the Board. When the Fund uses fair value pricing, it may take
into account any factors it deems appropriate. The Fund may determine fair value
based upon developments related to a specific security, current valuations of
foreign stock indices (as reflected in U.S. futures markets) and/or U.S. sector
or broader stock market indices. The prices of securities used by the Fund to
calculate its NAV may differ from quoted or published prices for the same
securities. Fair value pricing involves subjective judgments and it is possible
that the fair value determined for a security is materially different than the
value that could be realized upon the sale of that security.

            The Fund expects to use fair value pricing for securities primarily
traded on U.S. exchanges only under very limited circumstances, such as the
early closing of the exchange on which a security is traded or suspension of
trading in the security. The Fund may use fair value pricing more frequently for
securities primarily traded in non-U.S. markets because, among other things,
most foreign markets close well before the Fund ordinarily values its securities
at 4:00 p.m., Eastern time. The earlier close of these foreign markets gives
rise to the possibility that significant events, including broad market moves,
may have occurred in the interim. The Fund believes that foreign security values
may be affected by events that occur after the close of foreign securities
markets. To account for this, the Fund may frequently value many of its foreign
equity securities using fair value prices based on third party vendor modeling
tools to the extent available.

            Subject to their oversight, the Directors have delegated
responsibility for valuing the Fund's assets to the Adviser. The Adviser has
established a Valuation Committee, which operates under the policies and
procedures approved by the Directors, to value the Fund's assets on behalf of
the Fund. The Valuation Committee values Fund assets as described above.

            The Board may suspend the determination of the Fund's NAV (and the
offering and sales of shares), subject to the rules of the SEC and other
governmental rules and regulations, at a time when: (1) the Exchange is closed,
other than customary weekend and holiday closings, (2) an emergency exists as a
result of which it is not reasonably practicable for the Fund to dispose of
securities owned by it or to determine fairly the value of its net assets, or
(3) for the protection of shareholders, the SEC by order permits a suspension of
the right of redemption or a postponement of the date of payment on redemption.

            For purposes of determining the Fund's NAV per share, all assets and
liabilities initially expressed in a foreign currency will be converted into
U.S. Dollars at the mean of the current bid and asked prices of such currency
against the U.S. Dollar last quoted by a major bank that is a regular
participant in the relevant foreign exchange market or on the basis of a pricing
service that takes into account the quotes provided by a number of such major
banks. If such quotations are not available as of the close of the Exchange, the
rate of exchange will be determined in good faith by, or under the direction of,
the Board.

            The assets attributable to each class of shares are invested
together in a single portfolio for the Fund. The NAV of each class will be
determined separately by subtracting the liabilities allocated to that class
from the assets belonging to that class in conformance with the provisions of a
plan adopted by the Fund in accordance with Rule 18f-3 under the 1940 Act.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

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

            Dividends paid by the Fund, if any, with respect to Class A, Class
C, Class R, Class K, Class I, Class Z and Advisor Class shares will be
calculated in the same manner at the same time on the same day and will be in
the same amount, except that the distribution services fee applicable to a class
of shares (if any), and the transfer agency costs relating to a class of shares,
will be borne exclusively by the class to which they relate.

            The following summary addresses only the principal U.S. federal
income tax considerations pertinent to the Fund and to shareholders of the Fund.
This summary does not address the U.S. federal income tax consequences of owning
shares to all categories of investors, some of which may be subject to special
rules. This summary is based upon the advice of counsel for the Fund and upon
current law and interpretations thereof. No confirmation has been obtained from
the relevant tax authorities. There is no assurance that the applicable laws and
interpretations will not change.

            In view of the individual nature of tax consequences, each
shareholder is advised to consult the shareholder's own tax adviser with respect
to the specific tax consequences of being a shareholder of the Fund, including
the effect and applicability of federal, state, local, foreign and other tax
laws and the effects of changes therein.

United States Federal Income Taxation of Dividends and Distributions
--------------------------------------------------------------------------------

General
-------

            The Fund intends for each taxable year to qualify to be taxed as a
"regulated investment company" under the Code. To so qualify, the Fund must,
among other things, (i) derive at least 90% of its gross income in each taxable
year from dividends, interest, payments with respect to securities loans, gains
from the sale or other disposition of stock, securities or foreign currency,
certain other income (including, but not limited to, gains from options, futures
or forward contracts) derived with respect to its business of investing in
stock, securities or currency or net income derived from interests in certain
qualified publicly traded partnerships; and (ii) diversify its holdings so that,
at the end of each quarter of its taxable year, the following two conditions are
met: (a) at least 50% of the value of the Fund's assets is represented by cash,
cash items, U.S. Government securities, securities of other regulated investment
companies and other securities with respect to which the Fund's investment is
limited, in respect of any one issuer, to an amount not greater than 5% of the
value of the Fund's assets and to not more than 10% of the outstanding voting
securities of such issuer and (b) not more than 25% of the value of the Fund's
assets is invested in securities of any one issuer (other than U.S. Government
securities or securities of other regulated investment companies), securities
(other than securities of other regulated investment companies) of any two or
more issuers which the Fund controls and which are engaged in the same or
similar trades or businesses or related trades or businesses, or securities of
one or more qualified publicly traded partnerships.

            If the Fund qualifies as a regulated investment company for any
taxable year and makes timely distributions to its shareholders of 90% or more
of its investment company taxable income for that year (calculated without
regard to its net capital gain, i.e., the excess of its net long-term capital
gain over its net short-term capital loss) it will not be subject to federal
income tax on the portion of its taxable income for the year (including any net
capital gain) that it distributes to shareholders.

            The Fund will also avoid the 4% federal excise tax that would
otherwise apply to certain undistributed income for a given calendar year if it
makes timely distributions to the shareholders equal to at least the sum of (i)
98% of its ordinary income for that year, (ii) 98.2% of its capital gain net
income for the twelve-month period ending on October 31 that year or, if later
during the calendar year, the last day of the Fund's taxable year (i.e.,
November 30 or December 31) if the Fund so elects, and (iii) any ordinary income
or capital gain net income from the preceding calendar year that was not
distributed during that year. Special rules apply to foreign currency gains and
certain income derived from passive foreign investment companies for which the
Fund has made a "mark-to-market" election. For this purpose, income or gain
retained by the Fund that is subject to corporate income tax will be considered
to have been distributed by the Fund during such year. For federal income and
excise tax purposes, dividends declared and payable to shareholders of record as
of a date in October, November or December of a given year but actually paid
during the immediately following January will be treated as if paid by the Fund
on December 31 of such earlier calendar year, and will be taxable to these
shareholders in the year declared, and not in the year in which the shareholders
actually receive the dividend.

            The information set forth in the Prospectus and the following
discussion relate solely to the significant U.S. federal income taxes on
dividends and distributions by the Fund and assume that the Fund qualifies to be
taxed as a regulated investment company. An investor should consult his or her
own tax advisor with respect to the specific tax consequences of being a
shareholder in the Fund, including the effect and applicability of federal,
state, local and foreign tax laws to his or her own particular situation and the
possible effects of changes therein.

Dividends and Distributions
---------------------------

            The Fund intends to make timely distributions of the Fund's taxable
income (including any net capital gain) so that the Fund will not be subject to
federal income and excise taxes. Income dividends and capital gains
distributions are paid annually, generally in December. Dividends of the Fund's
net ordinary income and distributions of any net realized short-term capital
gain are taxable to shareholders as ordinary income. The investment objective of
the Fund is such that only a small portion, if any, of the Fund's distributions
is expected to qualify for the dividends-received deduction for corporate
shareholders.

            Some or all of the distributions from the Fund may be treated as
"qualified dividend income", taxable to individuals, trusts and estates at the
reduced tax rates applicable to long-term capital gains. A distribution from the
Fund will be treated as qualified dividend income to the extent that it is
comprised of dividend income received by the Fund from taxable domestic
corporations and certain qualified foreign corporations, and provided that the
Fund meets certain holding period and other requirements with respect to the
security paying the dividend. In addition, the shareholder must meet certain
holding period requirements with respect to the shares of the Fund in order to
take advantage of this preferential tax rate. To the extent distributions from
the Fund are attributable to other sources, such as taxable interest or
short-term capital gains, dividends paid by the Fund will not be eligible for
the lower rates. The Fund will notify shareholders as to how much of the Fund's
distributions, if any, would qualify for the reduced tax rate, assuming that the
shareholder also satisfies the holding period requirements.

            Distributions of net capital gain are taxable as long-term capital
gain, regardless of how long a shareholder has held shares in the Fund. Any
dividend or distribution received by a shareholder on shares of the Fund will
have the effect of reducing the NAV of such shares by the amount of such
dividend or distribution. Furthermore, a dividend or distribution made shortly
after the purchase of such shares by a shareholder, although in effect a return
of capital to that particular shareholder, would be taxable to him or her as
described above. Dividends are taxable in the manner discussed regardless of
whether they are paid to the shareholder in cash or are reinvested in additional
shares of the Fund.

            After the end of the calendar year, the Fund will notify
shareholders of the federal income tax status of any distributions made by the
Fund to shareholders during such year.

            Sales and Redemptions. Any gain or loss arising from a sale or
redemption of Fund shares generally will be capital gain or loss if the Fund
shares are held as a capital asset, and will be long-term capital gain or loss
if the shareholder has held such shares for more than one year at the time of
the sale or redemption; otherwise it will be short-term capital gain or loss. If
a shareholder has held shares in the Fund for six months or less and during that
period has received a distribution of net capital gain, any loss recognized by
the shareholder on the sale of those shares during the six-month period will be
treated as a long-term capital loss to the extent of the distribution. In
determining the holding period of such shares for this purpose, any period
during which a shareholder's risk of loss is offset by means of options, short
sales or similar transactions is not counted.

            Any loss realized by a shareholder on a sale or exchange of shares
of the Fund will be disallowed to the extent the shares disposed of are
reacquired within a period of 61 days beginning 30 days before and ending 30
days after the shares are sold or exchanged. For this purpose, acquisitions
pursuant to the Dividend Reinvestment Plan would constitute a reacquisition if
made within the period. If a loss is disallowed, then such loss will be
reflected in an upward adjustment to the basis of the shares acquired.

            Cost Basis Reporting. As part of the Energy Improvement and
Extension Act of 2008, mutual funds are required to report to the Internal
Revenue Service the "cost basis" of shares acquired by a shareholder on or after
January 1, 2014 ("covered shares") and subsequently redeemed. These requirements
do not apply to investments through a tax-deferred arrangement, such as a 401(k)
plan or an individual retirement plan. The "cost basis" of a share is generally
its purchase price adjusted for dividends, return of capital, and other
corporate actions. Cost basis is used to determine whether a sale of the shares
results in a gain or loss. The amount of gain or loss recognized by a
shareholder on the sale or redemption of shares is generally the difference
between the cost basis of such shares and their sale price. If you redeem
covered shares during any year, then the Fund will report the cost basis of such
covered shares to the IRS and you on Form 1099-B along with the gross proceeds
received on the redemption, the gain or loss realized on such redemption and the
holding period of the redeemed shares.

            Your cost basis in your covered shares is permitted to be calculated
using any one of three alternative methods: Average Cost, First In-First Out
(FIFO) and Specific Share Identification. You may elect which method you want to
use by notifying the Fund. This election may be revoked or changed by you at any
time up to the date of your first redemption of covered shares. If you do not
affirmatively elect a cost basis method then the Fund's default cost basis
calculation method, which is currently the Average Cost method - will be applied
to your account(s). The default method will also be applied to all new accounts
established unless otherwise requested.

            If you hold Fund shares through a broker (or another nominee),
please contact that broker (nominee) with respect to the reporting of cost basis
and available elections for your account.

            You are encouraged to consult your tax advisor regarding the
application of the new cost basis reporting rules and, in particular, which cost
basis calculation method you should elect.

            Qualified Plans. A dividend or capital gains distribution with
respect to shares of the Fund held by a tax-deferred or qualified plan, such as
an individual retirement account, section 403(b)(7) retirement plan or corporate
pension or profit-sharing plan, generally will not be taxable to the plan.
Distributions from such plans will be taxable to individual participants under
applicable tax rules without regard to the character of the income earned by the
qualified plan.

            Backup Withholding. Any distributions and redemption proceeds
payable to a shareholder may be subject to "backup withholding" tax (currently
at a rate of 28%) if such shareholder fails to provide the Fund with his or her
correct taxpayer identification number, fails to make required certifications,
or is notified by the IRS that he or she is subject to backup withholding.
Corporate shareholders and certain other shareholders specified in the Code are
exempt from such backup withholding. Backup withholding is not an additional
tax; any amounts so withheld may be credited against a shareholder's U.S.
federal income tax liability or refunded by filing a refund claim with the IRS,
provided that the required information is furnished to the IRS.

            Foreign Income Taxes. Investment income received by the Fund from
sources within foreign countries may be subject to foreign income taxes,
including taxes withheld at the source. The United States has entered into tax
treaties with many foreign countries which entitle the Fund to a reduced rate of
such taxes or exemption from taxes on such income. It is impossible to determine
the effective rate of foreign tax in advance since the amount of the Fund's
assets to be invested within various countries is not known.

            If more than 50% of the value of the Fund's total assets at the
close of its taxable year consists of the stock or securities of foreign
corporations, the Fund may elect to "pass through" to the Fund's shareholders
the amount of foreign income taxes paid by the Fund. Pursuant to such election,
shareholders would be required: (i) to include in gross income (in addition to
taxable dividends actually received), their respective pro-rata shares of
foreign taxes paid by the Fund; (ii) treat their pro rata share of such foreign
taxes as having been paid by them; and (iii) either to deduct their pro rata
share of foreign taxes in computing their taxable income, or to use it as a
foreign tax credit against federal income taxes (but not both). No deduction for
foreign taxes could be claimed by a shareholder who does not itemize deductions.
In addition, certain shareholders may be subject to rules which limit their
ability to fully deduct, or claim a credit for, their pro rata share of the
foreign taxes paid by the Fund. A shareholder's foreign tax credit with respect
to a dividend received from the Fund will be disallowed unless the shareholder
holds shares in the Fund on the ex-dividend date and for at least 15 other days
during the 30-day period beginning 15 days prior to the ex-dividend date.

            Each shareholder will be notified within 60 days after the close of
each taxable year of the Fund whether the foreign taxes paid by the Fund will
"pass through" for that year, and, if so, the amount of each shareholder's
pro-rata share (by country) of (i) the foreign taxes paid, and (ii) the Fund's
gross income from foreign sources. Shareholders who are not liable for federal
income taxes, such as retirement plans qualified under section 401 of the Code,
will not be affected by any such "pass through" of foreign taxes.

            The federal income tax status of each year's distributions by the
Fund will be reported to shareholders and to the IRS. The foregoing is only a
general description of the treatment of foreign taxes under the United States
federal income tax laws. Because the availability of a foreign tax credit or
deduction will depend on the particular circumstances of each shareholder,
potential investors are advised to consult their own tax advisers.

United States Federal Income Taxation of the Fund
-------------------------------------------------

            The following discussion relates to certain significant U.S. federal
income tax consequences to the Fund with respect to the determination of its
"investment company taxable income" each year. This discussion assumes that the
Fund will be taxed as a regulated investment company for each of its taxable
years.

            Options, Futures Contracts, and Forward Foreign Currency Contracts.
Certain listed options, regulated futures contracts, and forward foreign
currency contracts are considered "section 1256 contracts" for federal income
tax purposes. Section 1256 contracts held by the Fund at the end of each taxable
year will be "marked to market" and treated for federal income tax purposes as
though sold for fair market value on the last business day of such taxable year.
Gain or loss realized by the Fund on section 1256 contracts other than forward
foreign currency contracts will be considered 60% long-term and 40% short-term

capital gain or loss. Gain or loss realized by the Fund on forward foreign
currency contracts will be treated as section 988 gain or loss and will
therefore be characterized as ordinary income or loss and will increase or
decrease the amount of the Fund's net investment income available to be
distributed to shareholders as ordinary income, as described above. The Fund can
elect to exempt its section 1256 contracts which are part of a "mixed straddle"
(as described below) from the application of section 1256.

            Gain or loss realized by the Fund on the lapse or sale of put and
call options on foreign currencies which are traded over-the-counter or on
certain foreign exchanges will be treated as section 988 gain or loss and will
therefore be characterized as ordinary income or loss and will increase or
decrease the amount of the Fund's net investment income available to be
distributed to shareholders as ordinary income, as described above. The amount
of such gain or loss shall be determined by subtracting the amount paid, if any,
for or with respect to the option (including any amount paid by the Fund upon
termination of an option written by the Fund) from the amount received, if any,
for or with respect to the option (including any amount received by the Fund
upon termination of an option held by the Fund). In general, if the Fund
exercises such an option on a foreign currency, or if such an option that the
Fund has written is exercised, gain or loss on the option will be recognized in
the same manner as if the Fund had sold the option (or paid another person to
assume the Fund's obligation to make delivery under the option) on the date on
which the option is exercised, for the fair market value of the option. The
foregoing rules will also apply to other put and call options which have as
their underlying property foreign currency and which are traded over-the-counter
or on certain foreign exchanges to the extent gain or loss with respect to such
options is attributable to fluctuations in foreign currency exchange rates.

            Tax Straddles. Any option, futures contract or other position
entered into or held by the Fund in conjunction with any other position held by
the Fund may constitute a "straddle" for federal income tax purposes. A straddle
of which at least one, but not all, the positions are section 1256 contracts may
constitute a "mixed straddle". In general, straddles are subject to certain
rules that may affect the character and timing of the Fund's gains and losses
with respect to straddle positions by requiring, among other things, that (i)
loss realized on disposition of one position of a straddle not be recognized to
the extent that the Fund has unrealized gains with respect to the other position
in such straddle; (ii) the Fund's holding period in straddle positions be
suspended while the straddle exists (possibly resulting in gain being treated as
short-term capital gain rather than long-term capital gain); (iii) losses
recognized with respect to certain straddle positions which are part of a mixed
straddle and which are non-section 1256 positions be treated as 60% long-term
and 40% short-term capital loss; (iv) losses recognized with respect to certain
straddle positions which would otherwise constitute short-term capital losses be
treated as long-term capital losses; and (v) the deduction of interest and
carrying charges attributable to certain straddle positions may be deferred.
Various elections are available to the Fund which may mitigate the effects of
the straddle rules, particularly with respect to mixed straddles. In general,
the straddle rules described above do not apply to any straddles held by the
Fund all of the offsetting positions of which consist of section 1256 contracts.

            Currency Fluctuations -- "Section 988" Gains or Losses. Under the
Code, gains or losses attributable to fluctuations in exchange rates which occur
between the time the Fund accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities are treated as
ordinary income or ordinary loss. Similarly, gains or losses from the
disposition of foreign currencies, from the disposition of debt securities
denominated in a foreign currency, or from the disposition of a forward contract
denominated in a foreign currency which are attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the asset and
the date of disposition also are treated as ordinary income or loss. These gains
or losses, referred to under the Code as "section 988" gains or losses, increase
or decrease the amount of the Fund's investment company taxable income available
to be distributed to its shareholders as ordinary income, rather than increasing
or decreasing the amount of the Fund's net capital gain. Because section 988
losses reduce the amount of ordinary dividends the Fund will be allowed to
distribute for a taxable year, such section 988 losses may result in all or a
portion of prior dividend distributions for such year being recharacterized as a
non-taxable return of capital to shareholders, rather than as an ordinary
dividend, reducing each shareholder's basis in his or her Fund shares. To the
extent that such distributions exceed such shareholder's basis, each will be
treated as a gain from the sale of shares.

Other Taxes
-----------

            The Fund may be subject to other state and local taxes.

Taxation of Foreign Stockholders
--------------------------------

            Taxation of a shareholder who, under the Code, is a nonresident
alien individual, foreign trust or estate, foreign corporation or foreign
partnership ("foreign shareholder"), depends on whether the income from the Fund
is "effectively connected" with a U.S. trade or business carried on by the
foreign shareholder.

            If the income from the Fund is not effectively connected with the
foreign shareholder's U.S. trade or business, then, except as discussed below,
distributions of the Fund attributable to ordinary income and short-term capital
gain paid to a foreign shareholder by the Fund will be subject to U.S.
withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount
of the distribution. However, distributions of the Fund attributable to
short-term capital gains and U.S. source portfolio interest income paid during
taxable years of the Fund beginning before January 1, 2012 will not be subject
to this withholding tax.

            A foreign shareholder generally would be exempt from federal income
tax on distributions of the Fund attributable to net long-term capital gain and
on gain realized from the sale or redemption of shares of the Fund. Special
rules apply in the case of a shareholder that is a foreign trust or foreign
partnership.

            If the income from the Fund is effectively connected with a foreign
shareholder's U.S. trade or business, then ordinary income distributions,
capital gain distributions, and any gain realized upon the sale of shares of the
Fund will be subject to federal income tax at the rates applicable to U.S.
citizens or U.S. corporations.

            The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein.

            The tax rules of other countries with respect to an investment in
the Fund can differ from the federal income taxation rules described above.
These foreign rules are not discussed herein. Foreign shareholders are urged to
consult their own tax advisors as to the consequences of foreign tax rules with
respect to an investment in the Fund.

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

                             PORTFOLIO TRANSACTIONS

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

            Subject to the general oversight of the Board, the Adviser is
responsible for the investment decisions and the placing of orders for portfolio
transactions for the Fund. The Adviser determines the broker or dealer to be
used in each specific transaction with the objective of negotiating a
combination of the most favorable commission (for transactions on which a
commission is payable) and the best price obtainable on each transaction
(generally defined as "best execution"). In connection with seeking best price
and execution, the Fund does not consider sales of shares of the Fund or other
investment companies managed by the Adviser as a factor in the selection of
brokers and dealers to effect portfolio transactions and has adopted a policy
and procedures reasonably designed to preclude such consideration.

            When consistent with the objective of obtaining best execution,
brokerage may be directed to persons or firms supplying investment information
to the Adviser. In these cases, the transaction cost charged by the executing
broker may be greater than that which another broker may charge if the Fund
determines in good faith that the amount of such transaction cost is reasonable
in relation to the value of the brokerage, research and statistical services
provided by the executing broker.

            Neither the Fund nor the Adviser has entered into agreements or
understandings with any brokers regarding the placement of securities
transactions because of research services they provide. A broker-dealer may
provide the Adviser with research or related services with an expectation, but
not necessarily an explicit agreement or contract, that the investment adviser
will use the broker-dealer to execute client transactions in the future. To the
extent that such persons or firms supply investment information to the Adviser
for use in rendering investment advice to the Fund, such information may be
supplied at no cost to the Adviser and, therefore, may have the effect of
reducing the expenses of the Adviser in rendering advice to the Fund. While it
is impracticable to place an actual dollar value on such investment information,
the Adviser believes that its receipt probably does not reduce the overall
expenses of the Adviser to any material extent.

            The investment information provided to the Adviser is of the type
described in Section 28(e)(3) of the Securities Exchange Act of 1934, as
amended, and is designed to augment the Adviser's own internal research and
investment strategy capabilities. Research services furnished by brokers through
which the Fund effects securities transactions are used by the Adviser in
carrying out its investment management responsibilities with respect to all its
client accounts but not all such services may be used by the Adviser in
connection with the Fund.

            The extent to which commissions that will be charged by
broker-dealers selected by the Fund may reflect an element of value for research
cannot presently be determined. To the extent that research services of value
are provided by broker-dealers with or through whom the Fund places portfolio
transactions, the Adviser may be relieved of expenses which it might otherwise
bear. Research services furnished by broker-dealers as a result of the placement
of Fund brokerage could be useful and of value to the Adviser in servicing its
other clients as well as the Fund; on the other hand, certain research services
obtained by the Adviser as a result of the placement of portfolio brokerage of
other clients could be useful and of value to it in servicing the Fund.

            The Fund may deal in some instances in securities that are not
listed on a national stock exchange but are traded in the over-the-counter
market. The Fund may also purchase listed securities through the third market,
i.e., from a dealer that is not a member of the exchange on which a security is
listed. Where transactions are executed in the over-the-counter market or third
market, the Fund will seek to deal with the primary market makers; but when
necessary in order to obtain the best price and execution, it will utilize the
services of others. In all cases, the Fund will attempt to negotiate best
execution.

            The Fund's portfolio transactions in equity securities may occur on
foreign stock exchanges. Transactions on stock exchanges involve the payment of
brokerage commissions. On many foreign stock exchanges these commissions are
fixed. Securities traded in foreign over-the-counter markets (including most
fixed-income securities) are purchased from and sold to dealers acting as
principal. Over-the-counter transactions generally do not involve the payment of
a stated commission, but the price usually includes an undisclosed commission or
markup. The prices of underwritten offerings, however, generally include a
stated underwriter's discount. The Adviser expects to effect the bulk of its
transactions in securities of companies based in foreign countries through
brokers, dealers or underwriters located in such countries. U.S. Government or
other U.S. securities constituting permissible investments will be purchased and
sold through U.S. brokers, dealers or underwriters.

            Investment decisions for the Fund are made independently from those
for other investment companies and other advisory accounts managed by the
Adviser. It may happen, on occasion, that the same security is held in the
portfolio of the Fund and one or more of such other companies or accounts.
Simultaneous transactions are likely when several funds or accounts are managed
by the same Adviser, particularly when a security is suitable for the investment
objectives of more than one of such companies or accounts. When two or more
companies or accounts managed by the Adviser are simultaneously engaged in the
purchase or sale of the same security, the transactions are allocated to the
respective companies or accounts both as to amount and price, in accordance with
a method deemed equitable to each company or account. In some cases this system
may adversely affect the price paid or received by the Fund or the size of the
position obtainable for the Fund. Allocations are made by the officers of the
Fund or of the Adviser. Purchases and sales of portfolio securities are
determined by the Adviser and are placed with broker-dealers by the order
department of the Adviser.

            The Fund may, from time to time, place orders for the purchase or
sale of securities (including listed call options) with SCB & Co., an affiliate
of the Adviser (the "Affiliated Broker"). In such instances the placement of
orders with such broker would be consistent with the Fund's objective of
obtaining best execution and would not be dependent upon the fact that the
Affiliated Broker is an affiliate of the Adviser. With respect to orders placed
with the Affiliated Broker for execution on a national securities exchange,
commissions received must conform to Section 17(e)(2)(A) of the 1940 Act and
Rule 17e-1 thereunder, which permit an affiliated person of a registered
investment company (such as the Fund), or any affiliated person of such person,
to receive a brokerage commission from such registered investment company
provided that such commission is reasonable and fair compared to the commissions
received by other brokers in connection with comparable transactions involving
similar securities during a comparable period of time.

Disclosure of Portfolio Holdings
--------------------------------

            The Fund believes that the ideas of the Adviser's investment staff
should benefit the Fund and its shareholders, and does not want to afford
speculators an opportunity to profit by anticipating Fund trading strategies or
using Fund information for stock picking. However, the Fund also believes that
knowledge of the Fund's portfolio holdings can assist shareholders in monitoring
their investment, making asset allocation decisions, and evaluating portfolio
management techniques.

            The Adviser has adopted, on behalf of the Fund, policies and
procedures relating to disclosure of the Fund's portfolio securities. The
policies and procedures relating to disclosure of the Fund's portfolio
securities are designed to allow disclosure of portfolio holdings information
where necessary to the Fund's operation or useful to the Fund's shareholders
without compromising the integrity or performance of the Fund. Except when there
are legitimate business purposes for selective disclosure and other conditions
(designed to protect the Fund and its shareholders) are met, the Fund does not
provide or permit others to provide information about the Fund's portfolio
holdings on a selective basis.

            The Fund includes portfolio holdings information as required in
regulatory filings and shareholder reports, discloses portfolio holdings
information as required by federal or state securities laws and may disclose
portfolio holdings information in response to requests by governmental
authorities. In addition, the Adviser may post portfolio holdings information on
the Adviser's website (www.AllianceBernstein.com). The Adviser generally posts
on the website a complete schedule of the Fund's portfolio securities, generally
as of the last day of each calendar month, approximately 30 days after the end
of that month. This posted information generally remains accessible on the
website for three months. For each portfolio security, the posted information
includes its name, the number of shares held by the Fund, the market value of
the Fund's holdings, and the percentage of the Fund's assets represented by the
portfolio security. In addition to the schedule of portfolio holdings, the
Adviser posts information about the number of securities the Fund holds, a
summary of the Fund's top ten holdings (including name and the percentage of the
Fund's assets invested in each holding), and a percentage breakdown of the
Fund's investments by credit risk or securities type, as applicable,
approximately 45 days after the end of the month. The day after portfolio
holdings information is publicly available on the website, it may be mailed,
e-mailed or otherwise transmitted to any person.

            The Adviser may distribute or authorize the distribution of
information about the Fund's portfolio holdings that is not publicly available,
on the website or otherwise, to the Adviser's employees and affiliates that
provide services to the Fund. In addition, the Adviser may distribute or
authorize distribution of information about the Fund's portfolio holdings that
is not publicly available, on the website or otherwise, (i) to the Fund's
service providers who require access to the information in order to fulfill
their contractual duties relating to the Fund (including, without limitation,
pricing services and proxy voting services), (ii) to facilitate the review of
the Fund by rating agencies, (iii) for the purpose of due diligence regarding a
merger or acquisition, or (iv) for the purpose of effecting in-kind redemption
of securities to facilitate orderly redemption of portfolio assets and minimal
impact on remaining Fund shareholders. The Adviser does not expect to disclose
information about the Fund's portfolio holdings to individual or institutional
investors in the Fund or to intermediaries that distribute the Fund's shares
without making such information public as described herein. Information may be
disclosed with any frequency and any lag, as appropriate.

            Before any non-public disclosure of information about the Fund's
portfolio holdings is permitted, however, the Adviser's Chief Compliance Officer
(or his designee) must determine that the Fund has a legitimate business purpose
for providing the portfolio holdings information, that the disclosure is in the
best interests of the Fund's shareholders, and that the recipient agrees or has
a duty to keep the information confidential and agrees not to trade directly or
indirectly based on the information or to use the information to form a specific
recommendation about whether to invest in the Fund or any other security. Under
no circumstances may the Adviser or its affiliates receive any consideration or
compensation for disclosing the information.

            The Adviser has established procedures to ensure that the Fund's
portfolio holdings information is only disclosed in accordance with these
policies. Only the Adviser's Chief Compliance Officer (or his designee) may
approve the disclosure, and then only if he or she and a designated senior
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of the Fund and is in the best interest of
the Fund's shareholders. The Adviser's Chief Compliance Officer (or his
designee) approves disclosure only after considering the anticipated benefits
and costs to the Fund and its shareholders, the purpose of the disclosure, any
conflicts of interest between the interests of the Fund and its shareholders and
the interests of the Adviser or any of its affiliates, and whether the
disclosure is consistent with the policies and procedures governing disclosure.
Only someone approved by the Adviser's Chief Compliance Officer (or his
designee) may make approved disclosures of portfolio holdings information to
authorized recipients. The Adviser reserves the right to request certifications
from senior officers of authorized recipients that the recipient is using the
portfolio holdings information only in a manner consistent with the Adviser's
policy and any applicable confidentiality agreement. The Adviser's Chief
Compliance Officer or another member of the compliance team reports all
arrangements to disclose portfolio holdings information to the Board on a
quarterly basis. If the Board determines that disclosure was inappropriate, the
Adviser will promptly terminate the disclosure arrangement.

            In accordance with these procedures, each of the following third
parties have been approved to receive information concerning the Fund's
portfolio holdings: (i) the Fund's independent registered public accounting
firm, for use in providing audit opinions; (ii) RR Donnelley Financial, Data
Communique International and, from time to time, other financial printers, for
the purpose of preparing Fund regulatory filings; (iii) the Fund's custodian in
connection with its custody of the Fund's assets; (iv) Institutional Shareholder
Services, Inc. for proxy voting services; and (v) data aggregators, such as
Vestek. Information may be provided to these parties at any time with no time
lag. Each of these parties is contractually and ethically prohibited from
sharing the Fund's portfolio holdings information unless specifically
authorized.

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

                              GENERAL INFORMATION

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

            The Fund is a series of AllianceBernstein Cap Fund, Inc., a Maryland
corporation. The Fund was organized in 2013 under the name "AllianceBernstein
Concentrated Growth Fund".

            The Board is authorized to reclassify and issue any unissued shares
to any number of additional series and classes without shareholder approval.
Accordingly, the Board may create additional series of shares in the future, for
reasons such as the desire to establish one or more additional portfolios of the
Fund with different investment objectives, policies or restrictions. Any
issuance of shares of another series would be governed by the 1940 Act and the
laws of the State of Maryland.

            It is anticipated that annual shareholder meetings will not be held;
shareholder meetings will be held only when required by federal or state law or
in accordance with an undertaking by the Adviser to the SEC. Shareholders have
available certain procedures for the removal of Directors.

            A shareholder will be entitled to share pro rata with other holders
of the same class of shares all dividends and distributions arising from the
Fund's assets and, upon redeeming shares, will receive the then current NAV of
the Fund represented by the redeemed shares less any applicable CDSC. The Fund
is empowered to establish, without shareholder approval, additional portfolios
and additional classes of shares within the Fund. If an additional portfolio or
an additional class within the Fund were established, each share of the
portfolio or class would normally be entitled to one vote for all purposes.
Generally, shares of each portfolio and class would vote together as a single
class on matters, such as the election of Directors, that affect each portfolio
and class in substantially the same manner. As to matters affecting each
portfolio differently, such as approval of the Advisory Agreement and changes in
investment policy, shares of each portfolio would vote as separate series.

            Each class of shares of the Fund represents an interest in the same
portfolio of investments and has the same rights and is identical in all
respects, except that each class of shares bears its own Rule 12b-1 fees (if
any) and transfer agency expenses. Each class of shares of the Fund votes
separately with respect to the Fund's Rule 12b-1 distribution plan and other
matters for which separate class voting is appropriate under applicable law.
Shares are freely transferable, are entitled to dividends as determined by the
Directors and, in liquidation of the Fund, are entitled to receive the net
assets of the Fund.

Principal Holders
-----------------

            To the knowledge of the Fund, the following persons owned of record
or beneficially, 5% or more of a class of outstanding shares of the Predecessor
Fund as of February 7, 2014:

Class             Name and Address                Number of Shares    % of Class
-----             ----------------                ----------------    ----------
                  Charles Schwab & Co. Inc.
Advisor Class     Attn: Mutual Funds                   244,926          25.33%
                  San Francisco, CA 94104

                  Arthur B Schuller Psp & Trust
                  Arthur B Schuller Trustee             55,351           5.72%
                  2 Lazy Oaks
                  Carmel Valley, CA 93924


Custodian and Accounting Agent
------------------------------

            State Street Bank & Trust Company ("State Street"), acts as the
Fund's custodian for the assets of the Fund but plays no part in deciding on the
purchase or sale of portfolio securities. Subject to the supervision of the
Fund's Directors, State Street may enter into subcustodial agreements for the
holding of the Fund's foreign securities.

Principal Underwriter
---------------------

            ABI, an indirect wholly-owned subsidiary of the Adviser, located at
1345 Avenue of the Americas, New York, NY 10105, is the principal underwriter of
shares of the Fund, and as such may solicit orders from the public to purchase
shares of the Fund. Under the Distribution Services Agreement, the Fund has
agreed to indemnify ABI, in the absence of its willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations thereunder, against
certain civil liabilities, including liabilities under the Securities Act.

Counsel
-------

            Legal matters in connection with the issuance of the shares of the
Fund offered hereby will be passed upon by Seward & Kissel LLP, New York, NY
10004.

Independent Registered Public Accounting Firm
---------------------------------------------

            Tait, Weller & Baker, 1818 Market Street #2400, Philadelphia, PA
19103 is the Predecessor Fund's independent registered public accounting firm
for the fiscal period ending December 31, 2013.

            Ernst & Young LLP, 5 Times Square, New York, NY 10036, has been
appointed as the independent registered public accounting firm for the Fund for
the Fund's current fiscal period ending June 30, 2014.

Code of Ethics and Proxy Voting Policies and Procedures
-------------------------------------------------------

            The Fund, the Adviser and ABI have each adopted codes of ethics
pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics permit personnel
subject to the codes to invest in securities, including securities that may be
purchased or held by the Fund.

            The Fund has adopted the Adviser's proxy voting policies and
procedures. The Adviser's proxy voting policies and procedures are attached as
Appendix A.

Additional Information
----------------------

            Shareholder inquiries may be directed to the shareholder's financial
intermediary or to ABIS at the address or telephone numbers shown on the front
cover of this SAI. This SAI does not contain all the information set forth in
the Registration Statement filed by the Fund with the SEC under the Securities
Act. Copies of the Registration Statement may be obtained at a reasonable charge
from the SEC or may be examined, without charge, at the offices of the SEC in
Washington, D.C. or on the Internet at www.AllianceBernstein.com.



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

        FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC
                                ACCOUNTING FIRM

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


The financial statements of the Predecessor Fund for the fiscal periods ended
December 31, 2012 and June 30, 2013 and the report of Tait, Weller & Baker LLP,
independent registered public accounting firm, are incorporated herein by
reference to the Predecessor Fund's annual report and semi-annual report,
respectively. The annual report for the Predecessor Fund was filed on Form N-CSR
with the SEC on March 7, 2013. The semi-annual report for the Predecessor Fund
was filed on Form N-CSR with the SEC on September 8, 2013. The Predecessor
Fund's annual report and semi-annual report are available without charge upon
request by calling ABIS at (800) 227-4618 or on the Internet at
www.AllianceBernstein.com.





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

                                  APPENDIX A:
                           STATEMENT OF POLICIES AND
                          PROCEDURES FOR PROXY VOTING

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

1.    Introduction

      As a registered investment adviser, AllianceBernstein L.P.
      ("AllianceBernstein", "we" or "us") has a fiduciary duty to act solely in
      the best interests of our clients. We recognize that this duty requires us
      to vote client securities in a timely manner and make voting decisions
      that are intended to maximize long-term shareholder value. Generally, our
      clients' objective is to maximize the financial return of their portfolios
      within appropriate risk parameters. We have long recognized that
      environmental, social and governance ("ESG") issues can impact the
      performance of investment portfolios. Accordingly, we have sought to
      integrate ESG factors into our investment process to the extent that the
      integration of such factors is consistent with our fiduciary duty to help
      our clients achieve their investment objectives and protect their economic
      interests. For additional information regarding our ESG policies and
      practices, please refer to our firm's Statement of Policy Regarding
      Responsible Investment.

      We consider ourselves shareholder advocates and take this responsibility
      very seriously. Consistent with our commitments, we will disclose our
      clients' voting records only to them and as required by mutual fund vote
      disclosure regulations. In addition, our Proxy Committee may, after
      careful consideration, choose to respond to surveys so long as doing so
      does not compromise confidential voting.

      This statement is intended to comply with Rule 206(4)-6 of the Investment
      Advisers Act of 1940. It sets forth our policies and procedures for voting
      proxies for our discretionary investment advisory clients, including
      investment companies registered under the Investment Company Act of 1940.
      This statement applies to AllianceBernstein's investment groups investing
      on behalf of clients in both U.S. and non-U.S. securities.

2.    Proxy Policies

      Our proxy voting policies are principle-based rather than rules-based. We
      adhere to a core set of principles that are described in this Statement
      and in our Proxy Voting Manual. We assess each proxy proposal in light of
      those principles. Our proxy voting "litmus test" will always be what we
      view as most likely to maximize long-term shareholder value. We believe
      that authority and accountability for setting and executing corporate
      policies, goals and compensation should generally rest with the board of
      directors and senior management. In return, we support strong investor
      rights that allow shareholders to hold directors and management
      accountable if they fail to act in the best interests of shareholders. In
      addition, if we determine that ESG issues that arise with respect to an
      issuer's past, current or anticipated behaviors are, or are reasonably
      likely to become, material to its future earnings, we address these
      concerns in our proxy voting and engagement.

      This statement is designed to be responsive to the wide range of proxy
      voting subjects that can have a significant effect on the investment value
      of the securities held in our clients' accounts. These policies are not
      exhaustive due to the variety of proxy voting issues that we may be
      required to consider. AllianceBernstein reserves the right to depart from
      these guidelines in order to make voting decisions that are in our
      clients' best interests. In reviewing proxy issues, we will apply the
      following general policies:

      2.1. Corporate Governance

            We recognize the importance of good corporate governance in our
            proxy voting policies and engagement practices in ensuring that
            management and the board of directors fulfill their obligations to
            shareholders. We favor proposals promoting transparency and
            accountability within a company. We support the appointment of a
            majority of independent directors on boards and key committees.
            Because we believe that good corporate governance requires
            shareholders to have a meaningful voice in the affairs of the
            company, we generally will support shareholder proposals which
            request that companies amend their by-laws to provide that director
            nominees be elected by an affirmative vote of a majority of the
            votes cast. Furthermore, we have written to the SEC in support of
            shareholder access to corporate proxy statements under specified
            conditions with the goal of serving the best interests of all
            shareholders.

      2.2. Elections of Directors

            Unless there is a proxy fight for seats on the Board or we determine
            that there are other compelling reasons to oppose directors, we will
            vote in favor of the management proposed slate of directors. That
            said, we believe that directors have a duty to respond to
            shareholder actions that have received significant shareholder
            support. Therefore, we may vote against directors (or withhold votes
            for directors where plurality voting applies) who fail to act on key
            issues such as failure to implement proposals to declassify the
            board, failure to implement a majority vote requirement, failure to
            submit a rights plan to a shareholder vote or failure to act on
            tender offers where a majority of shareholders have tendered their
            shares. In addition, we will vote against directors who fail to
            attend at least seventy-five percent of board meetings within a
            given year without a reasonable excuse, and we may abstain or vote
            against directors of non-U.S. issuers where there is insufficient
            information about the nominees disclosed in the proxy statement.
            Also, we will generally not oppose directors who meet the definition
            of independence promulgated by the primary exchange on which the
            company's shares are traded or set forth in the code we determine to
            be best practice in the country where the subject company is
            domiciled. Finally, because we believe that cumulative voting in
            single shareholder class structures provides a disproportionately
            large voice to minority shareholders in the affairs of a company, we
            will generally vote against such proposals and vote for management
            proposals seeking to eliminate cumulative voting. However, in dual
            class structures (such as A&B shares) where the shareholders with a
            majority economic interest have a minority voting interest, we will
            generally vote in favor of cumulative voting.

      2.3. Appointment of Auditors

            AllianceBernstein believes that the company is in the best position
            to choose its auditors, so we will generally support management's
            recommendation. However, we recognize that there are inherent
            conflicts when a company's independent auditor performs substantial
            non-audit services for the company. The Sarbanes-Oxley Act of 2002
            prohibits certain categories of services by auditors to U.S.
            issuers, making this issue less prevalent in the U.S. Nevertheless,
            in reviewing a proposed auditor, we will consider the fees paid for
            non-audit services relative to total fees and whether there are
            other reasons for us to question the independence or performance of
            the auditors.

      2.4.  Changes in Legal and Capital Structure

            Changes in a company's charter, articles of incorporation or by-laws
            are often technical and administrative in nature. Absent a
            compelling reason to the contrary, AllianceBernstein will cast its
            votes in accordance with management's recommendations on such
            proposals. However, we will review and analyze on a case-by-case
            basis any non-routine proposals that are likely to affect the
            structure and operation of the company or have a material economic
            effect on the company. For example, we will generally support
            proposals to increase authorized common stock when it is necessary
            to implement a stock split, aid in a restructuring or acquisition,
            or provide a sufficient number of shares for an employee savings
            plan, stock option plan or executive compensation plan. However, a
            satisfactory explanation of a company's intentions must be disclosed
            in the proxy statement for proposals requesting an increase of
            greater than 100% of the shares outstanding. We will oppose
            increases in authorized common stock where there is evidence that
            the shares will be used to implement a poison pill or another form
            of anti-takeover device. We will support shareholder proposals that
            seek to eliminate dual class voting structures.

      2.5.  Corporate Restructurings, Mergers and Acquisitions

            AllianceBernstein believes proxy votes dealing with corporate
            reorganizations are an extension of the investment decision.

            Accordingly, we will analyze such proposals on a case-by-case basis,
            weighing heavily the views of our research analysts that cover the
            company and our investment professionals managing the portfolios in
            which the stock is held.

      2.6.  Proposals Affecting Shareholder Rights

            AllianceBernstein believes that certain fundamental rights of
            shareholders must be protected. We will generally vote in favor of
            proposals that give shareholders a greater voice in the affairs of
            the company and oppose any measure that seeks to limit those rights.
            However, when analyzing such proposals we will weigh the financial
            impact of the proposal against the impairment of shareholder rights.

      2.7.  Anti-Takeover Measures

            AllianceBernstein believes that measures that impede corporate
            transactions (such as takeovers) or entrench management not only
            infringe on the rights of shareholders but may also have a
            detrimental effect on the value of the company. Therefore, we will
            generally oppose proposals, regardless of whether they are advanced
            by management or shareholders, when their purpose or effect is to
            entrench management or excessively or inappropriately dilute
            shareholder ownership. Conversely, we support proposals that would
            restrict or otherwise eliminate anti-takeover or anti-shareholder
            measures that have already been adopted by corporate issuers. For
            example, we will support shareholder proposals that seek to require
            the company to submit a shareholder rights plan to a shareholder
            vote. We will evaluate, on a case-by-case basis, proposals to
            completely redeem or eliminate such plans. Furthermore, we will
            generally oppose proposals put forward by management (including the
            authorization of blank check preferred stock, classified boards and
            supermajority vote requirements) that appear to be anti-shareholder
            or intended as management entrenchment mechanisms.

      2.8.  Executive Compensation

            AllianceBernstein believes that company management and the
            compensation committee of the board of directors should, within
            reason, be given latitude to determine the types and mix of
            compensation and benefits offered to company employees. Whether
            proposed by a shareholder or management, we will review proposals
            relating to executive compensation plans on a case-by-case basis to
            ensure that the long-term interests of management and shareholders
            are properly aligned. In general, we will analyze the proposed plan
            to ensure that shareholder equity will not be excessively diluted
            taking into account shares available for grant under the proposed
            plan as well as other existing plans. We generally will oppose plans
            that allow stock options to be granted with below market value
            exercise prices on the date of issuance or permit re-pricing of
            underwater stock options without shareholder approval. Other factors
            such as the company's performance and industry practice will
            generally be factored into our analysis. In markets where
            remuneration reports or advisory votes on executive compensation are
            not required for all companies, we will generally support
            shareholder proposals asking the board to adopt a policy (i.e., "say
            on pay") that the company's shareholders be given the opportunity to
            vote on an advisory resolution to approve the compensation practices
            of the company. Although "say on pay" votes are by nature only broad
            indications of shareholder views, they do lead to more
            compensation-related dialogue between management and shareholders
            and help ensure that management and shareholders meet their common
            objective: maximizing the value of the company. In markets where
            votes to approve remuneration reports or advisory votes on executive
            compensation are required, we review the compensation practices on a
            case-by-case basis. With respect to companies that have received
            assistance through government programs such as TARP, we will
            generally oppose shareholder proposals that seek to impose greater
            executive compensation restrictions on subject companies than are
            required under the applicable program because such restrictions
            could create a competitive disadvantage for the subject company. We
            believe the U.S. Securities and Exchange Commission ("SEC") took
            appropriate steps to ensure more complete and transparent disclosure
            of executive compensation when it issued modified executive
            compensation and corporate governance disclosure rules in 2006 and
            February 2010. Therefore, while we will consider them on a
            case-by-case basis, we generally vote against shareholder proposals
            seeking additional disclosure of executive and director
            compensation, including proposals that seek to specify the
            measurement of performance-based compensation, if the company is
            subject to SEC rules. We will support requiring a shareholder vote
            on management proposals to provide severance packages that exceed
            2.99 times the sum of an executive officer's base salary plus bonus
            that are triggered by a change in control. Finally, we will support
            shareholder proposals requiring a company to expense compensatory
            employee stock options (to the extent the jurisdiction in which the
            company operates does not already require it) because we view this
            form of compensation as a significant corporate expense that should
            be appropriately accounted for.

      2.9.  ESG

            We are appointed by our clients as an investment manager with a
            fiduciary responsibility to help them achieve their investment
            objectives over the long term. Generally, our clients' objective is
            to maximize the financial return of their portfolios within
            appropriate risk parameters. We have long recognized that ESG issues
            can impact the performance of investment portfolios. Accordingly, we
            have sought to integrate ESG factors into our investment and proxy
            voting processes to the extent that the integration of such factors
            is consistent with our fiduciary duty to help our clients achieve
            their investment objectives and protect their economic interests.
            For additional information regarding our approach to incorporating
            ESG issues in our investment and decision-making processes, please
            refer to our RI Policy, which is attached to this Statement as an
            Exhibit.

            Shareholder proposals relating to environmental, social (including
            political) and governance issues often raise complex and
            controversial issues that may have both a financial and
            non-financial effect on the company. And while we recognize that the
            effect of certain policies on a company may be difficult to
            quantify, we believe it is clear that they do affect the company's
            long-term performance. Our position in evaluating these proposals is
            founded on the principle that we are a fiduciary. As such, we
            carefully consider any factors that we believe could affect a
            company's long-term investment performance (including ESG issues) in
            the course of our extensive fundamental, company-specific research
            and engagement, which we rely on in making our investment and proxy
            voting decisions. Maximizing long-term shareholder value is our
            overriding concern when evaluating these matters, so we consider the
            impact of these proposals on the future earnings of the company. In
            so doing, we will balance the assumed cost to a company of
            implementing one or more shareholder proposals against the positive
            effects we believe implementing the proposal may have on long-term
            shareholder value.

3. Proxy Voting Procedures

      3.1.  Engagement

            In evaluating proxy issues and determining our votes, we welcome and
            seek out the points of view of various parties. Internally, the
            Proxy Committee may consult chief investment officers, directors of
            research, research analysts across our value and growth equity
            platforms, portfolio managers in whose managed accounts a stock is
            held and/or other Investment Policy Group members. Externally, the
            Proxy Committee may consult company management, company directors,
            interest groups, shareholder activists and research providers. If we
            believe an ESG issue is, or is reasonably likely to become,
            material, we engage a company's management to discuss the relevant
            issues.

      3.2.  Conflicts of Interest

            AllianceBernstein recognizes that there may be a potential conflict
            of interest when we vote a proxy solicited by an issuer whose
            retirement plan we manage or administer, who distributes
            AllianceBernstein-sponsored mutual funds, or with whom we have, or
            one of our employees has, a business or personal relationship that
            may affect (or may be reasonably viewed as affecting) how we vote on
            the issuer's proxy. Similarly, AllianceBernstein may have a
            potentially material conflict of interest when deciding how to vote
            on a proposal sponsored or supported by a shareholder group that is
            a client. We believe that centralized management of proxy voting,
            oversight by the Proxy Committee and adherence to these policies
            ensures that proxies are voted based solely on our clients' best
            interests. Additionally, we have implemented procedures to ensure
            that our votes are not the product of a material conflict of
            interest, including: (i) on an annual basis, the Proxy Committee
            taking reasonable steps to evaluate (A) the nature of
            AllianceBernstein's and our employees' material business and
            personal relationships (and those of our affiliates) with any
            company whose equity securities are held in client accounts and (B)
            any client that has sponsored or has a material interest in a
            proposal upon which we will be eligible to vote; (ii) requiring
            anyone involved in the decision making process to disclose to the
            Chair of the Proxy Committee any potential conflict that he or she
            is aware of (including personal relationships) and any contact that
            he or she has had with any interested party regarding a proxy vote;
            (iii) prohibiting employees involved in the decision making process
            or vote administration from revealing how we intend to vote on a
            proposal in order to reduce any attempted influence from interested
            parties; and (iv) where a material conflict of interests exists,
            reviewing our proposed vote by applying a series of objective tests
            and, where necessary, considering the views of third party research
            services to ensure that our voting decision is consistent with our
            clients' best interests.

            Because under certain circumstances AllianceBernstein considers the
            recommendation of third party research services, the Proxy Committee
            takes reasonable steps to verify that any third party research
            service is, in fact, independent taking into account all of the
            relevant facts and circumstances. This includes reviewing the third
            party research service's conflict management procedures and
            ascertaining, among other things, whether the third party research
            service (i) has the capacity and competency to adequately analyze
            proxy issues, and (ii) can make recommendations in an impartial
            manner and in the best interests of our clients.

      3.3.  Proxies of Certain Non-U.S. Issuers

            Proxy voting in certain countries requires "share blocking."

            Shareholders wishing to vote their proxies must deposit their shares
            shortly before the date of the meeting with a designated depositary.
            During this blocking period, shares that will be voted at the
            meeting cannot be sold until the meeting has taken place and the
            shares are returned to the clients' custodian banks. Absent
            compelling reasons to the contrary, AllianceBernstein believes that
            the benefit to the client of exercising the vote is outweighed by
            the cost of voting (i.e., not being able to sell the shares during
            this period). Accordingly, if share blocking is required we
            generally choose not to vote those shares.

            AllianceBernstein seeks to vote all proxies for securities held in
            client accounts for which we have proxy voting authority. However,
            in non-US markets, administrative issues beyond our control may at
            times prevent AllianceBernstein from voting such proxies. For
            example, AllianceBernstein may receive meeting notices after the
            cut-off date for voting or without sufficient time to fully consider
            the proxy. As another example, certain markets require periodic
            renewals of powers of attorney that local agents must have from our
            clients prior to implementing AllianceBernstein's voting
            instructions.

      3.4.  Loaned Securities

            Many clients of AllianceBernstein have entered into securities
            lending arrangements with agent lenders to generate additional
            revenue. AllianceBernstein will not be able to vote securities that
            are on loan under these types of arrangements. However, under rare
            circumstances, for voting issues that may have a significant impact
            on the investment, we may request that clients recall securities
            that are on loan if we determine that the benefit of voting
            outweighs the costs and lost revenue to the client or fund and the
            administrative burden of retrieving the securities.

      3.5.  Proxy Committee

            We have formed a Proxy Committee, which includes investment
            professionals from both our growth and value equities teams, which
            is directly involved in the decision-making process to ensure that
            our votes are guided by the investment professionals who are most
            familiar with a given company. The Proxy Committee establishes
            general proxy policies for AllianceBernstein and considers specific
            proxy voting matters as necessary. The Proxy Committee periodically
            reviews these policies and new types of environmental, social and
            governance issues, and decides how we should vote on proposals not
            covered by these policies. When a proxy vote cannot be clearly
            decided by an application of our stated policy, the Proxy Committee
            will evaluate the proposal. In addition, the Proxy Committee, in
            conjunction with the analyst that covers the company, may contact
            corporate management, interested shareholder groups and others as
            necessary to discuss proxy issues.

            Different investment philosophies may occasionally result in
            different conclusions being drawn regarding certain proposals and,
            in turn, may result in the Proxy Committee making different voting
            decisions on the same proposal for value and growth holdings.
            Nevertheless, the Proxy Committee always votes proxies with the goal
            of maximizing the value of the securities in client portfolios.

            It is the responsibility of the Proxy Committee to evaluate and
            maintain proxy voting procedures and guidelines, to evaluate
            proposals and issues not covered by these guidelines, to evaluate
            proxies where we face a potential conflict of interest (as discussed
            in section 3.2), to consider changes in policy and to review the
            Proxy Voting Statement and the Proxy Voting Manual no less
            frequently than annually. In addition, the Proxy Committee meets as
            necessary to address special situations.

            Members of the Proxy Committee include senior investment personnel
            and representatives of the Legal and Compliance Department. The
            Proxy Committee is chaired by Linda Giuliano, Senior Vice President
            and Chief Administrative Officer-Equities.

            Proxy Committee
            ---------------

            Vincent DuPont: SVP-Equities
            Linda Giuliano: SVP-Equities
            Stephen Grillo: VP-Equities
            David Lesser:   VP-Legal
            Mark Manley:    SVP-Legal
            Andrew Weiner:  SVP-Equities

      3.6.  Proxy Voting Records

            You may obtain information regarding how the Fund voted proxies
            relating to portfolio securities during the most recent 12-month
            period ended June 30, without charge. Simply visit
            AllianceBernstein's web site at www.alliancebernstein.com, go to the
            Securities and Exchange Commission's web site at www.sec.gov or call
            AllianceBernstein at (800) 227-4618.





                                                                         Exhibit

                         Statement of Policy Regarding
                             Responsible Investment
                     Principles for Responsible Investment,
                    ESG, and Socially Responsible Investment

1. Introduction
AllianceBernstein L.P. ("AllianceBernstein" or "we") is appointed by our clients
as an investment manager with a fiduciary responsibility to help them achieve
their investment objectives over the long term. Generally, our clients'
objective is to maximize the financial return of their portfolios within
appropriate risk parameters. AllianceBernstein has long recognized that
environmental, social and governance ("ESG") issues can impact the performance
of investment portfolios. Accordingly, we have sought to integrate ESG factors
into our investment process to the extent that the integration of such factors
is consistent with our fiduciary duty to help our clients achieve their
investment objectives and protect their economic interests.

Our policy draws a distinction between how the Principles for Responsible
Investment ("PRI" or "Principles"), and Socially Responsible Investing ("SRI")
incorporate ESG factors. PRI is based on the premise that, because ESG issues
can affect investment performance, appropriate consideration of ESG issues and
engagement regarding them is firmly within the bounds of a mainstream investment
manager's fiduciary duties to its clients. Furthermore, PRI is intended to be
applied only in ways that are consistent with those mainstream fiduciary duties.

SRI, which refers to a spectrum of investment strategies that seek to integrate
ethical, moral, sustainability and other non-financial factors into the
investment process, generally involves exclusion and/or divestment, as well as
investment guidelines that restrict investments. AllianceBernstein may accept
such guideline restrictions upon client request.

2. Approach to ESG
Our long-standing policy has been to include ESG factors in our extensive
fundamental research and consider them carefully when we believe they are
material to our forecasts and investment decisions. If we determine that these
aspects of an issuer's past, current or anticipated behavior are material to its
future expected returns, we address these concerns in our forecasts, research
reviews, investment decisions and engagement. In addition, we have
well-developed proxy voting policies that incorporate ESG issues and engagement.

3. Commitment to the PRI
In recent years, we have gained greater clarity on how the PRI initiative, based
on information from PRI Advisory Council members and from other signatories,
provides a framework for incorporating ESG factors into investment research and
decision-making. Furthermore, our industry has become, over time, more aware of
the importance of ESG factors. We acknowledge these developments and seek to
refine what has been our process in this area.

After careful consideration, we determined that becoming a PRI signatory would
enhance our current ESG practices and align with our fiduciary duties to our
clients as a mainstream investment manager. Accordingly, we became a signatory,
effective November 1, 2011.

In signing the PRI, AllianceBernstein as an investment manager publicly commits
to adopt and implement all six Principles, where consistent with our fiduciary
responsibilities, and to make progress over time on implementation of the
Principles.

The six Principles are:

1. We will incorporate ESG issues into investment research and decision-making
processes. AllianceBernstein Examples: ESG issues are included in the research
analysis process. In some cases, external service providers of ESG-related tools
are utilized; we have conducted proxy voting training and will have continued
and expanded training for investment professionals to incorporate ESG issues
into investment analysis and decision-making processes across our firm.

2. We will be active owners and incorporate ESG issues into our ownership
policies and practices.

AllianceBernstein Examples: We are active owners through our proxy voting
process (for additional information, please refer to our Statement of Policies
and Procedures for Proxy Voting Manual); we engage issuers on ESG matters in our
investment research process (we define "engagement" as discussions with
management about ESG issues when they are, or we believe they are reasonably
likely to become, material).

3. We will seek appropriate disclosure on ESG issues by the entities in which we
invest.

AllianceBernstein Examples: Generally, we support transparency regarding ESG
issues when we conclude the disclosure is reasonable. Similarly, in proxy
voting, we will support shareholder initiatives and resolutions promoting ESG
disclosure when we conclude the disclosure is reasonable.

4. We will promote acceptance and implementation of the Principles within the
investment industry.

AllianceBernstein Examples: By signing the PRI, we have taken an important first
step in promoting acceptance and implementation of the six Principles within our
industry.

5. We will work together to enhance our effectiveness in implementing the
Principles.

AllianceBernstein Examples: We will engage with clients and participate in
forums with other PRI signatories to better understand how the PRI are applied
in our respective businesses. As a PRI signatory, we have access to information,
tools and other signatories to help ensure that we are effective in our
endeavors to implement the PRI.

6. We will report on our activities and progress towards implementing the
Principles.

AllianceBernstein Examples: We will respond to the 2012 PRI questionnaire and
disclose PRI scores from the questionnaire in response to inquiries from clients
and in requests for proposals; we will provide examples as requested concerning
active ownership activities (voting, engagement or policy dialogue).

4. RI Committee
Our firm's RI Committee provides AllianceBernstein stakeholders, including
employees, clients, prospects, consultants and service providers alike, with a
resource within our firm on which they can rely for information regarding our
approach to ESG issues and how those issues are incorporated in different ways
by the PRI and SRI. Additionally, the RI Committee is responsible for assisting
AllianceBernstein personnel to further implement our firm's RI policies and
practices, and, over time, to make progress on implementing all six Principles.

The RI Committee has a diverse membership, including senior representatives from
investments, distribution/sales and legal. The Committee is chaired by Linda
Giuliano, Senior Vice President and Chief Administrative Officer-Equities.

If you have questions or desire additional information about this Policy, we
encourage you to contact the RI Committee at RIinquiries@alliancebernstein.com
or reach out to a Committee member:

Erin Bigley:            SVP-Fixed Income, New York
Alex Chaloff:           SVP-Private Client, Los Angeles
Nicholas Davidson:      SVP-Value, London
Kathy Fisher:           SVP-Private Client, New York
Linda Giuliano:         SVP-Equities, New York
Christopher Kotowicz:   VP-Growth, Chicago
David Lesser:           VP-Legal, New York
Mark Manley:            SVP-Legal, New York
Takuji Oya:             VP-Growth, Japan
Guy Prochilo:           SVP-Institutional Investments, New York
Nitish Sharma:          VP-Institutional Investments, Australia
Liz Smith:              SVP-Institutional Investments, New York
Willem Van Gijzen:      VP-Institutional Investments, Netherlands