485APOS

                    As filed with the Securities and Exchange
                          Commission on March 1, 2006

                                                     File Nos. 33-18647
                                                               811-5398

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                       OF 1933 Pre-Effective Amendment No.
                        Post-Effective Amendment No. 41        X

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                               Amendment No. 42                X


           -----------------------------------------------------------
              ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
               (Exact Name of Registrant as Specified in Charter)

              1345 Avenue of the Americas, New York, New York 10105
               (Address of Principal Executive Office) (Zip Code)

       Registrant's Telephone Number, including Area Code: (800) 221-5672

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

                                 MARK R. MANLEY
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105


                     (Name and address of agent for service)
                          Copies of communications to:
                              Patricia A. Poglinco
                               Seward & Kissel LLP
                             One Battery Park Plaza
                            New York, New York 10004





It is proposed that this filing will become effective (check appropriate box)

[_]  Immediately upon filing pursuant to paragraph (b)
[_]  On (date) pursuant to paragraph (b)
[X]  60 days after filing pursuant to paragraph (a)(1)
[_]  On (date) pursuant to paragraph (a)(1)
[_]  75 days after filing pursuant to paragraph (a)(2)
[_]  On (date) pursuant to paragraph (a) of Rule 485

If appropriate, check the following box:

[_]  This post-effective amendment designates a new effective date for a
     previously filed post-effective amendment.



ALLIANCEBERNSTEIN
Investments

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

AllianceBernstein Variable Products Series Fund, Inc.

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                         CLASS A PROSPECTUS--May 1, 2006

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

>  Money Market Portfolio            >  International Growth Portfolio
>  Large Cap Growth Portfolio        >  Global Technology Portfolio
>  Growth and Income Portfolio       >  Small Cap Growth Portfolio
>  U.S. Government/High Grade        >  Real Estate Investment Portfolio
       Securities Portfolio
>  High Yield Portfolio              >  International Value Portfolio
>  Balanced Shares Portfolio         >  Small/Mid Cap Value Portfolio
>  International Research            >  Value Portfolio
       Growth Portfolio
>  Global Bond Portfolio             >  U.S. Large Cap Blended Style Portfolio
>  Americas Government Income        >  Wealth Appreciation Strategy Portfolio
       Portfolio
>  Global Dollar Government          >  Balanced Wealth Strategy Portfolio
       Portfolio
>  Utility Income Portfolio          >  Global Research Growth Portfolio
>  Growth Portfolio

     This Prospectus describes the Portfolios that are available as underlying
     investments through your variable contract. For information about your
     variable contract, including information about insurance-related expenses,
     see the prospectus for your variable contract which accompanies this
     Prospectus.

     The Securities and Exchange Commission has not approved or disapproved
     these securities or passed upon the adequacy of this Prospectus. Any
     representation to the contrary is a criminal offense.

 Investment Products Offered

----------------------------------
o        Are Not FDIC Insured
o        May Lose Value
o        Are Not Bank Guaranteed
----------------------------------






Table of Contents
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                                                                        Page





SUMMARY INFORMATION

This Prospectus begins with a summary of key information about each of the
Portfolios in AllianceBernstein Variable Products Series Fund. The Summary
describes a Portfolio's objectives, investment strategies, principal risks, and
fees. You will find additional information about the Portfolios and their
investments beginning on page [___].

Performance Information
-----------------------

This Summary includes a table for each Portfolio showing its average annual
returns before and after taxes and a bar chart showing its annual returns. The
table and the bar chart provide an indication of the historical risk of an
investment in each Portfolio by showing:

     o    how the Portfolio's average annual returns for one, five, and ten
          years (or over the life of the Portfolio) compare to those of a
          broad-based securities market index; and

     o    how the Portfolio's performance changed from year to year over ten
          years (or over the life of the Portfolio).

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                                   PLEASE NOTE


             A Portfolio's past performance before and after taxes,
              of course, does not necessarily indicate how it will
                             perform in the future.

   As with all investments, you may lose money by investing in the Portfolio.

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Risk
----

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                           WHY IS RISK IMPORTANT?

     You should consider risk carefully when investing in a Portfolio. You
     could put your money in investments that have very little risk (for
     example, certificates of deposit issued by a bank), but these
     investments would typically have a lower return than a riskier
     investment. In other words, you should get a higher return if your
     investments have more risk.

     We have included a graphic for each Portfolio that shows the
     Portfolio's risk profile as compared to our other Variable Products
     Series Portfolios. The bar chart for each Portfolio also gives an
     indication of a Portfolio's overall risk. A Portfolio whose
     performance as reflected in the bars does not vary significantly from
     year-to-year is a lower-risk investment. Conversely, a Portfolio with
     a higher variability of returns is a riskier investment.

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

This summary lists the principal risks for each Portfolio followed by an
explanation of these risks. Generally, each Portfolio has broad risks that apply
to all funds, such as market risk, as well as specific risks for a Portfolio
that invests in a particular type of securities, such as foreign (non-U.S.)
securities risk, currency risk or small- or mid-capitalization companies risk.
The risks of a Portfolio may be increased by the use of borrowing techniques or
derivatives, such as futures, options and swaps.

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

                            WHAT IS MARKET RISK?

     Market risk is the risk that factors affecting the securities markets
     generally will cause a possibly adverse change in the value of the
     securities owned by a Portfolio. The value of securities may decline
     simply because of economic changes or other events that impact large
     portions of the market. The factors include real or perceived
     unfavorable market conditions, increases in the rate of inflation, and
     changes in the general outlook for consumer spending, home sales and
     mortgage rates, or corporate earnings. All of the Portfolios are
     subject to this risk.

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                        WHAT IS INTEREST RATE RISK?

     Changes in interest rates affect the value of fixed-income securities.
     If interest rates rise, the prices of these securities fall because to
     earn the higher rate the fixed principal amount has to be lower. In
     other words, fixed-income securities' prices and interest rates move
     in opposite directions. Increases in interest rates will cause a
     Portfolio's net asset value to decline and, at least in the near term,
     this decrease in value will not be offset by higher interest income
     from new investments. This risk is higher for fixed-income securities
     with longer maturities. Shorter and intermediate-term securities are
     less sensitive to interest rate changes. The opposite side of the
     effect of changes in interest rates is that if interest rates fall,
     the prices of fixed-income securities will increase. You, as an
     investor, would benefit from decreases in interest rates because your
     Portfolio's net asset value would increase.

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

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                            WHAT IS CREDIT RISK?

     The issuers of fixed income securities may default by failing to make
     interest payments or to repay principal in a timely manner. This is
     referred to as credit risk. To illustrate, credit risk is virtually
     non-existent for securities issued by the U.S. government as well as
     other major non-U.S. countries. Credit risk is higher for fixed-income
     securities issued by corporations. The degree of credit risk is
     reflected in credit ratings described below. Securities with higher
     credit risks (and lower ratings), often referred to as high yield
     securities, generally pay a higher interest rate to compensate
     investors for the additional risk.

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Credit Ratings

Credit ratings of fixed-income securities measure an issuer's expected ability
to pay principal and interest over time. Credit ratings are determined by
ratings organizations, such as Standard & Poor's, Moody's or Fitch. A lower
rating means there is a greater chance that an issuer will fail to meet its
payment obligation or default. The following terms are generally used to
describe the credit quality of debt securities depending on the security's
credit rating or, if unrated, credit quality as determined by the Adviser:

     o    investment grade or

     o    below investment grade ("high yield securities" or "junk bonds")

For a further description of credit ratings, see "Appendix A-Bond Ratings." As
noted in Appendix A, the credit rating organizations may modify their ratings of
securities to show relative standing within a rating category, with the addition
of numerical modifiers (1, 2 or 3) in the case of Moody's, and with the addition
of a plus (+) or minus (-) sign in the case of S&P and Fitch, and with the
addition of "high" or "low" for Dominion. A Portfolio may purchase a security,
regardless of any rating modification, provided the security is rated at or
above the Portfolio's minimum rating category. For example, a Portfolio may
purchase a security rated B1 by Moody's, or B- by S&P, provided the Portfolio
may purchase securities rated B. Any reference to ratings by S&P or Moody's
includes equivalent ratings by other ratings agencies.

Other Information

Maturity and Duration
---------------------

The maturity of a fixed-income security is the date at which the principal
amount of the security is payable. As discussed above, fixed-income securities
with longer maturities will be more volatile because they are more sensitive to
interest rates. To compensate for the increase in risk, however, these
securities generally have a higher yield.

Duration measures a bond or portfolio's sensitivity to interest rate changes. It
is expressed as a number of years. The higher the number, the greater the risk.
Under normal circumstances, for example, if a portfolio has a duration of four
years, its value will change 4% if rates change by 1%; a duration of two years
will result in a 2% change in value, and so on. Thus, shorter duration bonds
result in lower expected volatility.


General
-------

o    The Fund's investment adviser is AllianceBernstein L.P., or the Adviser, a
     global investment manager providing diversified services to institutions
     and individuals through a broad line of investments including 120 mutual
     funds.

o    References to "net assets" mean the assets of a Portfolio after
     liabilities, plus any borrowings used for investment purposes. In other
     words, net assets reflects the value of a Portfolio's investments.

o    Portfolios that have a policy to invest at least 80% of their net assets in
     securities indicated by their name, such as U.S. Government/High Grade
     Securities, will not change these policies without 60 days' prior written
     notice to shareholders.




AllianceBernstein Money Market Portfolio
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                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is maximum current income to the extent
consistent with safety of principal and liquidity.

The Portfolio is a "money market fund" that seeks to maintain a stable net asset
value of $1.00 per share. The Portfolio invests in a portfolio of high-quality,
U.S. dollar-denominated money market securities.

As a money market fund, the Portfolio must meet the requirements of the SEC Rule
2a-7. The Rule imposes strict requirements on the investment quality, maturity,
and diversification of the Portfolio's investments. Currently, under Rule 2a-7,
the Portfolio's investments must have a remaining maturity of no more than 397
days and its investments must maintain an average weighted maturity that does
not exceed 90 days.

The Portfolio may invest in:

     o    marketable obligations issued or guaranteed by the U.S. Government,
          its agencies or instrumentalities;

     o    certificates of deposit and bankers' acceptances issued or guaranteed
          by, or time deposits maintained at, banks or savings and loan
          associations (including foreign branches of U.S. banks or U.S. or
          foreign branches of foreign banks) having net assets of more than $500
          million;

     o    high-quality commercial paper (or, if not rated, commercial paper
          determined by the Adviser to be of comparable quality) issued by U.S.
          or foreign companies and participation interests in loans made to
          companies that issue such commercial paper;

     o    adjustable rate obligations;

     o    asset-backed securities;

     o    restricted securities (i.e., securities subject to legal or
          contractual restrictions on resale); and

     o    repurchase agreements that are fully collateralized.

The Portfolio may invest up to 25% of its net assets in money market instruments
issued by foreign branches of foreign banks. The Portfolio limits its investment
in illiquid securities to 10% of its net assets. Illiquid securities include
restricted securities, except restricted securities determined by the Adviser to
be liquid in accordance with procedures adopted by the Fund's Board of
Directors.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
       o Interest Rate Risk                       o Credit Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years       10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%       [_____]%
--------------------------------------------------------------------------------

You may obtain the most current seven-day yield information of the Portfolio by
calling 800-221-9513 or your financial intermediary.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 4.7     5.1      5.0     4.7     5.9     3.5     1.1     0.5     0.7     [_]
--------------------------------------------------------------------------------
  96     97        98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].




AllianceBernstein Large Cap Growth Portfolio
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                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

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

Effective May 2, 2005, the Portfolio has changed its name to reflect its
historical investment strategy of investing in large-capitalization companies
and adopted a policy that, under normal circumstances, it will invest at least
80% of its net assets in common stocks of large-capitalization companies. For
these purposes, "large-capitalization companies" are those that, at the time of
investment, have market capitalizations within the range of market
capitalizations of companies appearing in the Russell 1000(R) Growth Index.
While the market capitalizations of companies in the Russell 1000(R) Growth
Index ranged from approximately $[___] million to approximately $[___] billion
as of December 31, 2005, the Portfolio normally will invest in common stocks of
companies with market capitalizations of at least $5 billion at the time of
purchase.

Normally, the Portfolio invests in about 40-60 companies, with the 25 most
highly regarded of these companies usually constituting approximately 70% of the
Portfolio's net assets. The Portfolio is thus atypical from most equity mutual
funds in its focus on a relatively small number of intensively researched
companies. The Portfolio is designed for those seeking to accumulate capital
over time with less volatility than that associated with investment in smaller
companies.

In managing the Portfolio, the Adviser seeks to utilize market volatility
judiciously (assuming no change in company fundamentals), striving to capitalize
on apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. The Portfolio
normally remains nearly fully invested and does not take significant cash
positions for market timing purposes. During market declines, while adding to
positions in favored stocks, the Portfolio tends to become somewhat more
aggressive, gradually reducing the number of companies represented in its
portfolio. Conversely, in rising markets, while reducing or eliminating fully
valued positions, the Portfolio tends to become somewhat more conservative,
gradually increasing the number of companies represented in its portfolio.
Through this process, the Adviser tends to add to positions on price weakness
and sell into price strength, all else being equal and assuming company
fundamentals are intact. The Adviser uses this active management strategy to
attempt to add incremental performance while seeking to mitigate risk by
enforcing a buy low, sell high discipline.

The Portfolio may invest in synthetic foreign equity securities and depositary
receipts. The Portfolio also may enter into derivative transactions, such as
option, futures, forwards, and swap agreements.

Prior to May 2, 2005, the Portfolio was known as AllianceBernstein Premier
Growth Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
             o Market Risk                 o Focused Portfolio Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 1000 Growth Index              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  22.7   33.9     48.0   32.3    -16.6   -17.2  -30.6     23.7   8.6      [_]
--------------------------------------------------------------------------------
  96     97        98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].





AllianceBernstein Growth and Income Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in the equity securities of U.S. companies that
the Adviser believes are undervalued. The Adviser believes that, over time, a
company's stock price will come to reflect its intrinsic economic value. The
Adviser uses a disciplined investment process to evaluate the companies in the
Adviser's extensive research universe and to identify the stocks of companies
that offer the best combination of value and potential for price appreciation.
The Portfolio may invest in companies of any size and in any industry.

The Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies that are significant participants in their particular
industries. As one of the largest multi-national investment firms, the Adviser
has access to considerable information concerning all of the companies followed,
an in-depth understanding of the products, services, markets and competition of
these companies and a good knowledge of the managements of most of the companies
in its research universe. The Adviser's analysts prepare their own earnings
estimates and financial models for each company followed.

In determining a company's intrinsic economic value, the Adviser takes into
account many factors that it believes bear on the company's ability to perform
in the future, including earnings growth, prospective cash flows, dividend
growth and growth in book value. The Adviser then ranks, at least weekly, each
of the companies in its research universe in the relative order of disparity
between their intrinsic economic value and their stock prices, with companies
with the greatest disparities receiving the highest rankings (i.e., being
considered the most undervalued). The Adviser anticipates that the Portfolio's
portfolio normally will include approximately 65 companies, with substantially
all of those companies ranking in the top three deciles of the Adviser's
valuation model. Not every security deemed to be undervalued is subsequently
purchased by the Portfolio; undervalued securities are further analyzed before
being added to the Portfolio's portfolio. The Adviser will use its research
capability to help best evaluate the potential rewards and risks of investing in
competing undervalued securities. It is the interaction between the Adviser's
research capabilities and the disciplined value model's perception of value that
determines which securities will be purchased or sold by the Portfolio.

The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, the Portfolio may be
attracted to investments in companies with different market capitalizations
(i.e., large, mid or small capitalization) or companies engaged in particular
types of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio also invests in high-quality securities of non-U.S. issuers. The
Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                    o Currency Risk
                  o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 1000 Value Index               [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  24.1    28.8     20.9  11.4    13.9     0.4   -22.1    32.5    11.5     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].





AllianceBernstein U.S. Government/High Grade Securities Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is high current income consistent with
preservation of capital.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in U.S. Government or high-grade fixed-income securities rated A or
better by S&P and Moody's or equivalent rating. The Portfolio's investments
include mortgage-backed securities and repurchase agreements relating to U.S.
Government securities. U.S. Government securities in which the Portfolio invests
may include a significant amount of securities issued by government-sponsored
entities, such as FNMA or FHLMC, which are neither issued nor guaranteed by the
U.S. Treasury. The Portfolio also may invest in investment grade corporate and
other debt securities.

The Portfolio will not invest in any security rated below BBB- by S&P or Baa3 by
Moody's or equivalent rating. The Portfolio may invest in debt securities with a
range of maturities from short- to long-term. The Portfolio may enter into
derivative transactions, such as options, futures, forwards, or swap agreements.
The Portfolio may also invest in qualifying bank deposits and enter into forward
commitments.

The Portfolio expects to engage in active and frequent trading of portfolio
securities to achieve its principal investment strategies. A higher rate of
portfolio turnover increases brokerage and other transaction expenses, which may
negatively affect the Portfolio's performance.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
              o Market Risk                              o Inflation Risk
              o Interest Rate Risk                       o Prepayment Risk
              o Credit Risk                              o Derivatives Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Lehman Brothers U.S. Aggregate Index   [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  2.6     8.7     8.2   -2.5    11.1      7.9   7.8      3.9      3.8     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].





AllianceBernstein High Yield Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to earn the highest level of current
income available without assuming undue risk by investing principally in
high-yielding fixed-income securities rated Baa or lower by Moody's or BBB or
lower by S&P or Fitch or, if unrated, of comparable quality as determined by the
Adviser. As a secondary objective, the Portfolio seeks capital appreciation.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in high yield fixed-income securities rated below investment grade by two
or more rating agencies. The Portfolio invests in a diversified mix of high
yield, below investment grade debt securities, known as "junk bonds." These
securities involve greater volatility of price and risk of principal and income
than higher quality debt securities. The Portfolio is managed to maximize total
return by taking advantage of market developments, yield disparities, and
variations in the creditworthiness of issuers. The Portfolio uses various
strategies in attempting to achieve its objective. The Portfolio may invest in
fixed-income securities with a range of maturities from short- to long-term.

When the spreads between the yields derived from lower-rated securities and
those derived from higher-rated issues are relatively narrow, the Portfolio may
invest in the higher-rated issues since they may provide similar yields with
somewhat less risk. The Portfolio normally does not invest in securities rated
below CCC by S&P or Moody's or equivalent rating.

The Portfolio may invest up to 25% of its net assets in U.S. Dollar-denominated
and up to 20% of its net assets in non-U.S. Dollar-denominated foreign
fixed-income securities. The Portfolio may buy and sell foreign currencies or
enter into foreign currency exchange contracts principally for the purpose of
preserving the value of foreign securities or in anticipation of purchasing
foreign securities.

The Portfolio may invest in mortgage-related and other asset-backed securities;
forward commitment and when-issued securities; U.S. Government securities;
municipal securities; standby-commitments; preferred stock; and may use other
investment techniques. The Portfolio may invest, without limit, in derivatives,
such as options, futures, forwards, or swap agreements.


PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Foreign Risk
                  o Interest Rate Risk                       o Currency Risk
                  o Credit Risk                              o Derivatives Risk
                  o Inflation Risk                           o Liquidity Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)
                                                                       Since
                                        1 year           5 years      Inception*
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Credit Suisse First Boston
High Yield (CSFBHY) Index              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

* Since Inception return information is from October 27, 1997.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  N/A     N/A      -3.7   -2.6   -5.2      3.0  -3.0     22.4    8.0     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].




AllianceBernstein Balanced Shares Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is total return consistent with reasonable
risk, through a combination of income and long-term growth of capital.

The Portfolio invests in a diversified portfolio of equity and fixed-income
securities. The percentage of the Portfolio's assets invested in each type of
security will vary. Normally, the Portfolio's investments will consist of about
60% in stocks, but stocks may comprise up to 75% of its investments. The
Portfolio will not purchase a security if as a result less than 25% of its net
assets will be in fixed-income securities. The Portfolio may invest up to 20% of
its assets in high yield securities (securities rated below BBB- by Standard &
Poor's Rating Services). As an operating policy, the Portfolio will invest no
more than 25% of its investments in high yield debt securities rated CCC- or
below.

The Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies that are significant participants in their particular
industries. As one of the largest multi-national investment firms, the Adviser
has access to considerable information concerning all of the companies followed,
an in-depth understanding of the products, services, markets and competition of
these companies and a good knowledge of the managements of most of the companies
in its research universe. The Adviser's analysts prepare their own earnings
estimates and financial models for each company followed.

In determining a company's intrinsic economic value, the Adviser takes into
account many factors that it believes bear on the company's ability to perform
in the future, including earnings growth, prospective cash flows, dividend
growth and growth in book value. The Adviser then ranks, at least weekly, each
of the companies in its research universe in the relative order of disparity
between their intrinsic economic value and their stock prices, with companies
with the greatest disparities receiving the highest rankings (i.e., being
considered the most undervalued). The Adviser anticipates that the Portfolio's
portfolio normally will include approximately 45 companies, with substantially
all of those companies ranking in the top three deciles of the Adviser's
valuation model. Not every security deemed to be undervalued is subsequently
purchased by the Portfolio; undervalued securities are further analyzed before
being added to the Portfolio's portfolio. The Adviser will use its research
capability to help best evaluate the potential rewards and risks of investing in
competing undervalued securities. It is the interaction between the Adviser's
research capabilities and the disciplined value model's perception of value that
determines which securities will be purchased or sold by the Portfolio.

The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, the Portfolio may be
attracted to investments in companies with different market capitalizations
(i.e., large, mid or small capitalization) or companies engaged in particular
types of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio invests in short- and long-term debt securities, including U.S.
Government and agency securities and preferred and common stocks in such
proportions and of such type as the Adviser deems best adapted to the current
economic and market outlooks. The Portfolio also may invest in equity and
fixed-income securities of non-U.S. issuers. The Portfolio may enter into
derivatives transactions, such as options, futures, forwards, and swap
agreements.

Prior to February 1, 2006, the Portfolio was known as AllianceBerstein Total
Return Portfolio.


PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                 o  Market Risk                              o Allocation Risk
                 o  Interest Rate Risk                       o Foreign Risk
                 o  Credit Risk                              o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years     10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%     [_____]%
--------------------------------------------------------------------------------
Russell 1000 Value Index*              [_____]%         [_____]%     [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                    [_____]%         [_____]%     [_____]%
--------------------------------------------------------------------------------
Lehman Brothers
Government/Credit Index                [_____]%         [_____]%     [_____]%
--------------------------------------------------------------------------------
60% Russell 1000 Value
Index/40% LB Government/Credit Index   [_____]%         [_____]%     [_____]%
--------------------------------------------------------------------------------

*    The Portfolio's benchmark has changed from the S&P 500 Index to the Russell
     1000 Value Index. The Adviser believes that the Russell 1000 Value Index
     more closely approximates the composition of the equity portion of the
     Portfolio's investments.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  15.2    21.1    17.0    6.5    12.5      2.3   -10.6   19.1     9.1     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End


You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].





AllianceBernstein International Research Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.


The Portfolio invests primarily in an international portfolio of equity
securities of companies within various market sectors selected by the Adviser
for their growth potential. Examples of the types of market sectors into which
the Adviser may invest the Portfolio's assets include, but are not limited to,
telecommunications, information technology, health care, financial services,
infrastructure, energy and natural resources, and consumer growth. A senior
industry analyst for each sector is responsible for stock selection within that
sector.

The Adviser's International Research Growth Portfolio Oversight Group, in
consultation with the research sector heads, is responsible for determining the
market sectors into which the Portfolio's assets are invested and the percentage
allocation into each sector. The Adviser allocates the Portfolio's investments
among the selected market sectors based on its assessment of both current and
forecasted investment conditions and opportunities.

Within each sector, stock selection emphasizes investment in companies
representing the industry analyst groups' top picks for their respective
sectors. The Portfolio invests, under normal circumstances, in the equity
securities of companies domiciled in at least three countries (and normally
substantially more) other than the United States. The Portfolio invests in
securities of companies in both developed and emerging markets countries. The
Adviser expects that normally the Portfolio's portfolio will tend to emphasize
investments of companies with market capitalizations of at least $3 billion at
the time of investment, although the Portfolio may invest in companies with
smaller market capitalizations from time to time.

The Adviser depends heavily upon the fundamental analysis and research of its
large global equity research team situated in numerous locations around the
world. Its global equity analysts follow a research universe of approximately
900 companies outside the U.S. As one of the largest multi-national investment
management firms, the Adviser has access to considerable information concerning
the companies in its research universe, an in-depth understanding of the
products, services, markets and competition of these companies, and a good
knowledge of their management. Research emphasis is placed on the identification
of companies whose superior prospective earnings growth is not fully reflected
in current market valuations.

Geographic distribution of the Portfolio's investments among countries or
regions also will be a product of the stock selection process rather than a
pre-determined allocation. While the Portfolio may engage in currency hedging
programs in periods in which the Adviser perceives extreme exchange rate risk,
the Portfolio normally will not make significant use of currency hedging
strategies.

The Portfolio may invest in convertible securities, rights or warrants, forward
commitments and standby commitment agreements, and depositary receipts. The
Portfolio also may enter into derivative transactions, such as options, futures,
forwards, and swap agreements.

Prior to February 1, 2006, the Portfolio was known as AllianceBernstein
International Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Currency Risk
                  o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI EAFE Index                        [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  7.3     3.3     13.0   40.2   -19.9    -22.4   -15.3    31.6   17.6     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].



AllianceBernstein Global Bond Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to provide a high level of return
through a combination of current income and capital appreciation by investing in
a globally diversified portfolio of high-quality debt securities denominated in
the U.S. Dollar and a range of foreign currencies.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in bonds and other debt securities. The Portfolio invests in U.S.
Government securities, foreign government or supranational organization debt
securities, corporate debt obligations, and commercial paper of banks and bank
holding companies. The Portfolio's foreign investments are generally denominated
in foreign currencies.

The Portfolio seeks to minimize investment risk by limiting its investments to
high-quality debt securities and normally invests in securities rates in the two
highest ratings categories. The Portfolio's investments are expected to have an
average weighted maturity that varies between one year or less and 10 years.

In the past, debt securities offered by certain foreign governments have
provided higher investment returns than U.S. government debt securities. The
relative performance of various countries' fixed-income markets historically has
reflected wide variations relating to the unique characteristics of each
country's economy. Year-to-year fluctuations in certain markets have been
significant, and negative returns have been experienced in various markets from
time to time. The Adviser believes that investment in a composite of foreign
fixed-income markets and in the U.S. government and corporate bond market is
less risky than a portfolio invested exclusively in foreign debt securities, and
provides investors with more opportunities for attractive total return than a
portfolio invested exclusively in U.S. debt securities.

The Portfolio intends to spread risk among the capital markets and normally
invests at least 65% of its net assets in debt securities of at least three
countries. The Portfolio invests approximately 25% of its net assets in U.S.
Dollar-denominated debt securities. The Portfolio invests only in securities of
issuers in countries whose governments are deemed stable by the Adviser
depending on its evaluation of political and economic conditions affecting a
country as well as recent market experience. The percentage of the Portfolio's
assets invested in the debt securities of the government of, or a company based
in, a particular country or denominated in a particular currency varies
depending on the relative yields of the securities, the economies of the
countries in which the investments are made and the countries' financial
markets, the interest rate climate of these countries and the relationship of
the countries' currencies to the U.S. Dollar. Currency is judged on the basis of
fundamental economic criteria (e.g., relative inflation levels and trends,
growth rate forecasts, balance of payments status, and economic policies) as
well as technical and political data.

The Portfolio expects to engage in active and frequent trading of portfolio
securities to achieve its principal investment strategies. A higher rate of
portfolio turnover increases brokerage and other transaction expenses, which may
negatively affect the Portfolio's performance.

For hedging purposes, the Portfolio may enter into forward currency exchange
contracts. The Portfolio also may enter into derivative transactions, such as
options, futures, forwards, and swap agreements. The Portfolio is
"non-diversified", which means that it invests more of its assets in a smaller
number of issuers than many other funds.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Inflation Risk
                  o Interest Rate Risk                       o Foreign Risk
                  o Credit Risk                              o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Citigroup World Government
Bond Index (unhedged)                  [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------


Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

  6.2    0.7    14.1    -6.1     1.2     -0.3   17.0    13.3    9.6      [_]
--------------------------------------------------------------------------------
  96     97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Americas Government Income Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to maximize current income, consistent
with what the Adviser considers to be prudent investment risk, that is available
from a portfolio of debt securities issued or guaranteed by the governments of
the United States, Canada, and Mexico, their political subdivisions (including
Canadian Provinces, but excluding states of the United States), agencies,
instrumentalities or authorities ("Government Securities").

The Portfolio normally invests at least 80% of its net assets in debt securities
of issuers located in countries in North, Central, or South America and at least
80% of its net assets in government securities. The Portfolio primarily invests
in debt securities issued or guaranteed by: (i) the federal governments of the
United States, Canada, and Mexico; (ii) government-related entities in the
United States, Canada, and Mexico; and (iii) the provincial governments of
Canada and Mexico. The Portfolio invests in investment grade securities
denominated in the U.S. Dollar,*- the Canadian Dollar, and the Mexican Peso and
expects to maintain at least 25% of its assets in U.S. Dollar denominated
securities.

The Adviser will actively manage the Portfolio's assets in relation to market
conditions and general economic conditions and adjust the Portfolio's
investments in an effort to best enable the Portfolio to achieve its investment
objective. Thus, the percentage of the Portfolio's assets invested in a
particular country or denominated in a particular currency will vary in
accordance with the Adviser's assessment of the relative yield and appreciation
potential of such securities and the relationship of the country's currency to
the U.S. Dollar. To the extent that its assets are not invested in Government
Securities, the Portfolio may invest the balance of its net assets in investment
grade debt securities issued by, and denominated in the local currencies of,
governments of countries located in Central and South America or any of their
political subdivisions, agencies, instrumentalities or authorities, provided
that such securities are denominated in their local currencies. The Portfolio
limits its investments in debt securities issued by the governmental entities of
any one such country to 10% of its net assets. These investments are investment
grade securities generally denominated in each country's currency. The Portfolio
may invest in debt securities with a range of maturities from short- to
long-term.

The Portfolio may use significant borrowings for leverage or may otherwise
leverage its assets through, for example, the use of reverse repurchase
agreements. The Portfolio may invest in mortgage-related securities and zero
coupon securities, variable, floating, and inverse floating rate instruments,
and enter into standby commitment agreements and forward commitments. The
Portfolio also may enter into derivatives transactions, such as options,
futures, forwards, and swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                             o Foreign Risk
                  o Interest Rate Risk                      o Currency Risk
                  o Credit Risk                             o Leverage Risk
                  o Inflation Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Lehman Brothers U.S. Aggregate Index   [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Lehman Brothers
Intermediate-Term Government Index     [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 18.7    9.6      4.1    8.0     12.4      3.6   11.0    7.4     4.9     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].




AllianceBernstein Global Dollar Government Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to seek a high level of current income.
Its secondary investment objective is capital appreciation.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in government securities. The Portfolio invests at least 65% of its net
assets in sovereign debt obligations. The Portfolio's investments in sovereign
debt obligations will emphasize debt obligations issued by countries in the J.P.
Morgan Emerging Markets Bond Index Global, which currently includes
approximately 31 countries whose economies are concluded to be development or
emerging from underdevelopment.

The Portfolio also may invest in U.S. and non-U.S. corporate fixed-income
securities. The Portfolio invests substantially all of its assets in lower-rated
securities or unrated securities of equivalent quality. The Portfolio's
investments in sovereign debt obligations and corporate debt securities are U.S.
Dollar-denominated. The Portfolio may invest in debt securities with a range of
maturities from short- to long-term.

The Portfolio's non-U.S. investments emphasize emerging markets and developing
countries. The Portfolio limits its investments in the sovereign debt
obligations of any one country to less than 25% of its net assets, although the
Portfolio may invest up to 30% of its net assets in the sovereign debt
obligations and corporate fixed-income securities of issuers in each of the
countries that constitute part of the Portfolio focus, including Brazil, Mexico,
the Philippines, Russia, Turkey and Venezuela. Other countries that the Adviser
anticipates will provide investment opportunities for the Portfolio include,
among others, Columbia, the Dominican Republic, Ecuador, Lebanon, Malaysia,
Panama, Peru, Poland, South Africa and the Ukraine. The Portfolio expects that
it will not invest more than 10% of its net assets in any other single foreign
country.

The Portfolio may use leverage for investment purposes by entering into
transactions such as reverse repurchase agreements and dollar rolls. The
Portfolio may invest in fixed and floating rate loans to sovereign debt issuers,
structured securities, variable, floating, and inverse floating rate
instruments, loan participations and assignments, and may use other investment
techniques. The Portfolio may enter into derivative transactions, such as
options, futures, forwards, and swap agreements. The Portfolio also may enter
into standby commitment agreements and forward commitments.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                            o Foreign Risk
                  o Interest Rate Risk                     o Currency Risk
                  o Credit Risk                            o Derivatives Risk
                  o Inflation Risk                         o Leverage Risk
                  o Emerging Market Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
JPM EMBI+                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 24.9    13.2     -21.7   26.1   14.1      9.4   16.1    33.4    10.1     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein Utility Income Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is current income and long-term growth of
capital.

The Portfolio invests primarily in income-producing equity securities. Under
normal circumstances, the Portfolio invests at least 80% of its net assets in
securities of companies in the utility industries. The Portfolio invests in
securities of utility companies in the electric, telecommunications, gas, and
water utility industries. The Portfolio may invest in both U.S. and non-U.S.
utility companies, although the Portfolio will limit its investments in issuers
in any one non-U.S. country to no more than 15% of its net assets. The Portfolio
invests at least 65% of its net assets in income-producing securities, but there
is otherwise no limit on the allocation of the Portfolio's investments between
equity securities and fixed-income securities. The Portfolio may maintain up to
35% of its net assets in lower-rated securities.

The Portfolio seeks to take advantage of the characteristics and historical
performance of securities of utility companies, many of which pay regular
dividends and increase their common stock dividends over time. The Portfolio
considers a company to be in the utilities industry if, during the most recent
twelve-month period, at least 50% of the company's gross revenues, on a
consolidated basis, were derived from its utilities activities.

The Portfolio may invest up to 20% of its net assets in equity and fixed-income
securities of domestic and non-U.S. corporate and governmental issuers other
than utility companies. The Portfolio may enter into derivatives transactions,
such as options, futures, forwards, and swap agreements. The Portfolio also may
enter into forward commitments and standby commitment agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                       o Industry/Sector Risk
                  o Interest Rate Risk                o Foreign Risk
                  o Credit Risk                       o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
S&P 500 GICS Utilities Composite       [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 7.9     25.7     23.9    19.4   11.5     -22.5  -22.1   19.9    24.3    [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio seeks to achieve its objective by investing primarily in equity
securities of companies judged by the Adviser's research to have leading
industry positions, sustainable competitive advantages, and superior prospective
earnings growth. The Portfolio also may invest in foreign securities.

The Portfolio may enter into derivative transactions, such as options, futures,
or forwards agreements. The Portfolio may invest in zero coupon securities and
payment-in-kind bonds, depositary receipts, and asset-backed securities. The
Portfolio also may enter into forward commitments.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Currency Risk
                  o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 3000 Index                     [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 3000 Growth Index*             [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                    [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

*    The Portfolio's benchmark has changed from the Russell 3000 Index to the
     Russell 3000 Growth Index. The Adviser believes that the Russell 3000
     Growth Index more closely approximates the Portfolio's investments.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 28.5     30.0    28.7    34.5   -17.5   -23.5   -28.1    35.1    14.7   [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein International Growth Portfolio
--------------------------------------------------------------------------------
                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in an international portfolio of equity
securities of companies located in both developed and emerging countries. The
Portfolio's investment process relies upon comprehensive fundamental company
research produced by the Adviser's large research team of over 40 non-U.S.
analysts covering both developed and emerging markets around the globe. Research
driving stock selection is the primary driver of the Portfolio's return and all
other decisions, such as country allocation, are generally the result of the
stock selection process. The Portfolio's portfolio managers and the
International Research Growth Portfolio Oversight Group, which are responsible
for determining the market sectors into which the Portfolio's assets are
invested and the percentage allocation into each sector, use the Adviser's
research recommendations to assess investments for the Portfolio. They also
consider input from the heads of global sector research with the goal of
identifying the most attractive portfolio candidates that display superior
earnings growth and reasonable valuations.

The Portfolio Management Team then builds a portfolio concentrated in our best
research-driven investment ideas which capitalizes on the insights of our
fundamental research within the optimal risk/reward framework. The Portfolio's
portfolio consists of approximately 100-130 stocks. The International Research
Growth Portfolio Oversight Group regularly reviews the country and sector
allocations within the Portfolio to monitor the Portfolio's risk profile and to
make appropriate adjustments. The Portfolio invests, under normal circumstances,
in the equity securities of companies based in at least three countries (and
normally substantially more) other than the United States.

The Portfolio's investments include investments in securities of companies that
are established as a result of privatizations of state enterprises. These
investments may be in the initial offering of publicly traded equity securities
of a government- or state-owned or controlled company or enterprise, through the
purchase of securities of a current or former state enterprise following its
initial equity offering, or through the privately negotiated purchases of stock
or other equity interests in a state enterprise that has not yet conducted an
initial equity offering. Because privatizations are integral to a country's
economic restructuring, securities sold in initial offerings may be particularly
attractive investments since they often are priced attractively to secure the
issuer's successful transition to private sector ownership.

The Portfolio also may invest in debt securities and convertible debt
securities. The Portfolio may maintain no more than 5% of its net assets in
lower-rated securities.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in depositary receipts,
make short sales and enter into standby commitment agreements and forward
commitments.

Prior to February 1, 2006, the portfolio was known as the AllianceBernstein
Worldwide Privatization Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Currency Risk
                  o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 year           5 years      10 years
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI World (minus the U.S.) Index      [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

18.5    10.8     10.8     58.8  -23.0     -17.3   -4.2   43.5    24.3    [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [_____].





AllianceBernstein Global Technology Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in securities of companies expected to benefit
from technological advances and improvements (i.e., companies that use
technology extensively in the development of new or improved products or
processes). The Portfolio will normally invest at least 80% of its net assets in
the securities of these companies. The Portfolio invests in a global portfolio
of securities issued by U.S. and non-U.S. companies selected for their capital
appreciation potential. The Adviser adjusts the Portfolio's exposure to
particular national economies based on its perception of the most favorable
markets and issuers. The percentage of the Portfolio's assets invested in
securities of companies in a particular country or denominated in a particular
currency varies in accordance with the Adviser's assessment of the appreciation
potential of such securities.

The Portfolio may invest in any company and industry and in any type of security
with potential for capital appreciation. It invests in well-known, established
companies as well as new or unseasoned companies. The Portfolio normally invests
substantially all its assets in equity securities, but it also may invest in
debt securities offering an opportunity for price appreciation. The Portfolio
will invest in listed and unlisted securities. The Portfolio also may invest in
U.S. Government and foreign government securities. The Portfolio may seek income
by writing listed call options.

The Portfolio may invest in synthetic foreign equity securities, depositary
receipts and warrants. The Portfolio also may enter into derivative transactions
such as options, futures, forward, or swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                 o Market Risk                            o Currency Risk
                 o Industry/Sector Risk                   o Interest Rate Risk
                 o Foreign Risk                           o Credit Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                                                      Since
                                        1 year           5 years      Inception*
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
NASDAQ Composite Index                 [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI World IT Index                    [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from January 11, 1996.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     6.5      63.8    75.7   -21.5   -25.2  -41.7    44.2    5.4     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Small Cap Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio generally invests in a widely diversified portfolio of equity
securities spread among many industries that offer the possibility of
above-average earnings growth. Under normal circumstances, the Portfolio invests
at least 80% of its net assets in equity securities of smaller companies. For
these purposes, "smaller companies" are those that, at the time of investment,
fall within the lowest 20% of the total U.S. equity market capitalization
(excluding, for purposes of this calculation, companies with market
capitalizations of less than $10 million). Because the Portfolio's definition of
smaller companies is dynamic, the upper limit on market capitalization will
change with the markets. As of December 31, 2005, there were approximately
[____] smaller companies, and those smaller companies had market capitalizations
ranging up to approximately $[___] billion. Normally, the Portfolio invests in
about [100-125] companies.

The Portfolio invests in any company and industry and in any type of security
with potential for capital appreciation. It invests in well-known and
established companies and in new and unseasoned companies. The Portfolio's
investment policies, which are aggressive, emphasize investments in quality
companies that are demonstrating improving fundamentals and favorable earnings
momentum. When selecting securities, the Adviser looks for companies that have
strong, experienced management teams, strong market positions, and the potential
to support above average earnings growth rates. In making specific investment
decisions for the Portfolio, the Adviser will employ a "bottom-up" stock
selection process. Because the Portfolio's investment policies are aggressive,
an investment in the Portfolio is risky and investors who want assured income or
preservation of capital should not invest in the Portfolio.

The Portfolio invests in listed and unlisted U.S. and non-U.S. securities. The
Portfolio can periodically invest in the securities of companies that are
expected to appreciate due to a development particularly or uniquely applicable
to that company regardless of general business conditions or movements of the
market as a whole.

The Portfolio may enter into derivative transactions, such as options, futures
and forwards agreements. The Portfolio also may invest in depositary receipts.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Credit Risk
                  o Capitalization Risk                      o Foreign Risk
                  o Interest Rate Risk                       o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                                                      Since
                                        1 year           5 years      Inception*
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 2000 Growth Index              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

* Since Inception return information is from August 15, 1996.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A      18.6   -4.5    17.1   -6.1     -12.8  -31.8    48.9    14.6    [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Real Estate Investment Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is total return from long-term growth of
capital and income.

Under normal circumstances, the Portfolio invests at least 80% of its net assets
in "REITs" and other real estate industry companies. The Portfolio invests in
real estate companies that the Adviser believes have strong property
fundamentals and management teams. The Portfolio seeks to invest in real estate
companies whose underlying portfolios are diversified geographically and by
property type.

The Portfolio's research and investment process is designed to identify those
companies with strong property fundamentals and strong management teams. In
selecting real estate equity securities, the Adviser's analysis will focus on
determining the degree to which the company involved can achieve sustainable
growth in cash flow and dividend-paying capability. The Adviser believes that
the primary determinant of this capability is the economic viability of property
markets in which the company operates and that the secondary determinant of this
capability is the ability of management to add value through strategic focus and
operating expertise. The Portfolio will purchase real estate equity securities
when, in the judgment of the Adviser, their market price does not adequately
reflect this potential. In making this determination, the Adviser will take into
account fundamental trends in underlying property markets as determined by
proprietary models, site visits conducted by individuals knowledgeable in local
real estate markets, price-earnings ratios (as defined for real estate
companies), cash flow growth and stability, the relationship between asset value
and market price of the securities, dividend-payment history, and such other
factors that the Adviser may determine from time to time to be relevant.

The Portfolio may invest in mortgage-backed securities, which are securities
that directly or indirectly represent participations in, or are collateralized
by and payable from, mortgage loans secured by real property. These securities
include mortgage pass-through certificates, real estate mortgage investment
conduit certificates ("REMICs") and collateralized mortgage obligations
("CMOs"). The Portfolio also may invest in short-term investment grade debt
securities and other fixed-income securities.

The Portfolio may enter into derivatives transactions, including options,
futures, forwards and swap agreements. The Portfolio may invest in foreign
securities and enter into forward commitments and standby commitment agreements.


PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Prepayment Risk
                  o Industry/Sector Risk                     o Foreign Risk
                  o Interest Rate Risk                       o Currency Risk
                  o Credit Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                                                      Since
                                        1 year           5 years      Inception*
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
NAREIT Equity Index                    [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from January 9, 1997.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A     -19.1   -5.1    26.7     10.8   2.6     39.3    35.6    [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein International Value Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio will invest primarily in a diversified portfolio of equity
securities of established companies selected from more than 40 industries and
more than 40 developed and emerging market countries. The Portfolio normally
invests in companies in at least three countries other than United States. These
countries currently include the developed nations in Europe and the Far East,
Canada, Australia and emerging market countries worldwide. The Portfolio invests
in companies that are determined by the Adviser's Bernstein unit to be
undervalued, using a fundamental value approach. In selecting securities for the
Portfolio's portfolio, Bernstein uses its fundamental and quantitative research
to identify companies whose long-term earnings power is not reflected in the
current market price of their securities.

Bernstein's fundamental value approach to equity investing generally defines
value as the relationship between a security's current price and its intrinsic
economic value, as measured by long-term earnings prospects. In each market,
this approach seeks to identify a universe of securities that are considered to
be undervalued because they are attractively priced relative to their future
earnings power. Accordingly, forecasting corporate earnings, free cash flow and
dividend-paying capability is the heart of the fundamental value approach.

Bernstein's fundamental analysis depends heavily upon its large internal
research staff. The research staff begins with a global research universe of
approximately 2,500 international and emerging market companies. Teams within
the research staff cover a given industry worldwide, to better understand each
company's competitive position in a global context.

Bernstein's company and industry analysts develop earnings estimates and
financial models for each company analyzed. Bernstein identifies and quantifies
the critical variables that influence a business's performance and uses this
research insight to forecast each company's long-term prospects and expected
returns. As one of the largest multi-national investment firms, the Adviser and
its Bernstein unit have global access to considerable information concerning all
of the companies followed, an in-depth understanding of the products, services,
markets and competition of these companies and a good knowledge of the
management of most of the companies in the research universe. A company's
financial performance is typically projected over a full economic cycle,
including a trough and a peak, within the context of forecasts for real economic
growth, inflation and interest rate changes. As a result, forecasts of near-term
economic events are generally not of major consequence.

Senior investment professionals, including the Portfolio's portfolio managers,
carefully reviews the research process to ensure that the analysts have
appropriately considered key issues facing each company, that forecasts of a
company's future are compatible with its history, and that all forecasts use
consistent analytic frameworks and economic assumptions.

Once Bernstein has applied its fundamental analysis to determine the intrinsic
economic value of each of the companies in its research universe, the companies
are ranked in order of the highest to lowest risk-adjusted expected return.

The Portfolio does not simply purchase the top-ranked securities. Rather,
Bernstein considers aggregate portfolio characteristics when deciding how much
of each security to purchase for the Portfolio. Bernstein's quantitative
analysts build valuation and risk models to ensure that the Portfolio's
portfolio is constructed to obtain an effective balance of risk and return. By
evaluating overall regional, country and currency exposures, sector
concentration, degree of undervaluation and other subtle similarities among
investments, Bernstein selects those top-ranked securities that also tend to
diversify the Portfolio's risk.

A disparity between a company's current stock price and the assessment of
intrinsic value can arise, at least in part, as a result of adverse, short-term
market reactions to recent events or trends. In order to reduce the risk that an
undervalued security will be purchased before such an adverse market reaction
has run its course, Bernstein also analyzes relative return trends (also called
"momentum") so as to better time new purchases and sales of securities.

Currencies can have a dramatic impact on equity returns, significantly adding to
returns in some years and greatly diminishing them in others. Currency and
equity positions are evaluated separately. Bernstein may seek to hedge the
currency exposure resulting from securities positions when it finds the currency
exposure unattractive. To hedge a portion of its currency risk, the Portfolio
may from time to time invest in currency futures contracts or currency forward
currency exchange contracts.

A security generally will be sold when it reaches fair value. [Sale of a stock
that has reached its target may be delayed, however, when earnings expectations
and/or momentum are favorable.]

The Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in depositary receipts,
instruments of supranational entities denominated in the currency of any
country, securities of multinational companies and "semi-governmental
securities", enter into forward commitments and make short sales of securities
or maintain a short position.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                         o Emerging Market Risk
                  o Foreign Risk                        o Industry/Sector Risk
                  o Currency Risk                       o Derivatives Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                                                      Since
                                        1 year           5 years      Inception*
--------------------------------------------------------------------------------
Portfolio                              [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI EAFE Index (net)**                [_____]%         [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from May 10, 2001.
**   The MSCI EAFE Index (net) reflects the reinvestment of dividends net of
     non-U.S. withholding taxes.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A    N/A     N/A      N/A   -5.2    44.4    25.1    [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Small/Mid Cap Value Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in a diversified portfolio of equity securities
of small- to mid-capitalization U.S. companies, generally representing 60 to 110
companies. For purposes of this policy, "small- to mid-capitalization companies"
are those that, at the time of investment, fall within the capitalization range
between the smallest company in the Russell 2500TM Value Index and the greater
of $5 billion or the market capitalization of the largest company in the Russell
2500TM Value Index. Under normal circumstances, the Portfolio will invest at
least 80% of its net assets in these types of securities. The Portfolio invests
in companies that are determined by the Adviser to be undervalued, using its
Bernstein unit's fundamental value approach. In selecting securities for the
Portfolio's portfolio, Bernstein uses its fundamental research to identify
companies whose long-term earnings power is not reflected in the current market
price of their securities.

Because the Portfolio's definition of small- to mid-capitalization companies is
dynamic, the lower and upper limits on market capitalization will change with
the markets. As of December 31, 2005, there were approximately 1,700 small- to
mid-capitalization companies, representing a market capitalization range from
nearly $40 million to approximately $11 billion.

Bernstein's fundamental value approach to equity investing generally defines
value as the relationship between a security's current price and its intrinsic
economic value, as measured by long-term earnings prospects. In making
investment decisions for the Portfolio, the Adviser depends heavily on
Bernstein's fundamental analysis and the research of its large internal research
staff. These investment decisions are the result of the multi-step process
described below.

Bernstein's analysts cover a primary research universe of approximately 1,200
largely domestic smaller companies. From this universe, Bernstein, on a daily
basis, applies a quantitative screening process that examines a number of
factors, such as the price-to-earnings ratio and price-to-book ratio to target
approximately 300 companies for further analysis by the research staff and the
Portfolio's portfolio managers. Bernstein then develops earnings estimates and
financial models for companies within this targeted group.

Forecasting corporate earnings and dividend-paying capability is at the heart of
the fundamental value approach. The research staff identifies and quantifies the
critical variables that control a business's performance and uses this research
insight to forecast the company's long-term prospects and expected returns. As
one of the largest multi-national investment firms, the Adviser and its
Bernstein unit have access to considerable information concerning all of the
companies followed. Bernstein's research analysts develop an in-depth
understanding of the products, services, markets and competition of those
companies considered for purchase. Analysts also develop a good knowledge of the
management of those companies. A company's future earnings are typically
projected over a full economic cycle, including a trough and a peak, within the
context of forecasts for real economic growth, inflation and interest rate
changes. As a result, forecasts of near-term economic events are generally not
of major consequence.

The Portfolio's portfolio managers carefully review the research process to be
sure that the analysts have appropriately considered key issues facing each
company, that forecasts of a company's future are compatible with its history,
and that all forecasts use consistent analytic frameworks and economic
assumptions.

The Portfolio's portfolio managers, in consultation with the research analysts,
also consider aggregate portfolio characteristics when deciding whether to
purchase a particular security for the Portfolio. Bernstein seeks to manage
overall Portfolio volatility relative to the universe of companies that comprise
the lowest 20% of the total U.S. market capitalization by favoring promising
securities that offer the best balance between return and targeted risk. At
times, the Portfolio may favor or disfavor a particular sector compared to that
universe of companies.

To the extent that companies involved in certain sectors may from time to time
constitute a material portion of the universe of companies that comprise the
lowest 20% of the total U.S. market capitalization, such as financial services
and consumer services, the Portfolio may also invest significantly in these
companies.

A disparity between a company's current stock price and Bernstein's assessment
of intrinsic value can arise, at least in part, as a result of adverse,
short-term market reactions to recent events or trends. To reduce the risk that
an undervalued security will be purchased before such an adverse market reaction
has run its course, Bernstein also monitors analysts' earnings-estimate
revisions and relative return trends (also called "momentum") so as to better
time new purchases and sales of securities.

A security generally will be sold when it reaches fair value on a risk-adjusted
basis. [Sale of stock that has reached its target may be delayed, however, when
earnings expectations are rising or relative return trends are improving.]
Typically, growth in the size of a company's market capitalization relative to
other domestically traded companies will not cause the Portfolio to dispose of
the security.

The Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in securities issued by
non-U.S. companies, enter into forward commitments and make short sales of
securities or maintain a short position.

Prior to May 2, 2005, the Portfolio was known as AllianceBernstein Small Cap
Value Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Foreign Risk
                  o Capitalization Risk                      o Currency Risk
                  o Derivatives Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                        1 Year           Since Inception*
--------------------------------------------------------------------------------
Portfolio                                [_____]%              [_____]%
--------------------------------------------------------------------------------
Russell 2500 Value Index                 [_____]%              [_____]%
--------------------------------------------------------------------------------
Russell 2500 Index                       [_____]%              [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from May 2, 2001.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A   N/A    N/A       N/A     -4.2    41.3    19.3   [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Value Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in a diversified portfolio of equity securities
of U.S. companies, generally representing at least 125 companies, with
relatively large market capitalizations that the Adviser believes are
undervalued. The Portfolio invests in companies that are determined by the
Adviser to be undervalued, using the fundamental value approach of the Adviser's
Bernstein unit. In selecting securities for the Portfolio's portfolio, Bernstein
uses its fundamental and quantitative research to identify companies whose
long-term earnings power and dividend-paying capability are not reflected in the
current market price of their securities.

This approach to equity investing generally defines value as the relationship
between a security's current price and its intrinsic economic value, as measured
by earnings power and dividend-paying capability. The Adviser relies heavily on
the fundamental research and analysis of Bernstein's large internal research
staff in making investment decisions for the Portfolio. These investment
decisions are the result of the multi-step process described below.

The fundamental value approach seeks to identify a universe of securities that
are considered to be undervalued because they are attractively priced relative
to their future earnings power and dividend-paying capability. Bernstein's
company and industry analysts cover a research universe of approximately 650
companies, representing approximately 90% of the capitalization of the Russell
1000TM Value Index.

The research staff identifies and quantifies the critical variables that
influence a business's performance and uses this research insight to forecast
each company's long-term prospects. As one of the largest multi-national
investment firms, the Adviser and its Bernstein unit have access to considerable
information concerning all of the companies followed and the staff meets
regularly with the management, suppliers, clients and competitors of companies
in the Portfolio. As a result, analysts have an in-depth understanding of the
products, services, markets and competition of these companies and a good
knowledge of the management of most of the companies in the research universe. A
company's financial performance is typically projected over a full economic
cycle, including a trough and a peak, within the context of forecasts for real
economic growth, inflation and interest rate changes.

A committee composed of senior investment professionals, including the
Portfolio's senior managers, reviews the research process to ensure that the
analysts have appropriately considered the key issues facing each company, that
forecasts of a company's future are compatible with its history and that all
forecasts use consistent analytic frameworks and economic assumptions.

For each company in the research universe, Bernstein relates the present value
of the company's future free cash flow, as forecasted by Bernstein's analysts,
to the current price of the company's stock. Using a dividend discount model and
solving for the internal rate of return, Bernstein ranks the securities from
highest to lowest. Next Bernstein considers aggregate portfolio characteristics
and risk diversification to decide how much of each security to purchase for the
Portfolio. By evaluating overall sector concentration, capitalization
distribution, leverage, degree of undervaluation and other factors, Bernstein
selects securities on a risk-adjusted basis to manage overall Portfolio
volatility. The Portfolio will tend to overweight stocks selected in the top
half of the final ranking and will tend to minimize stocks in the bottom half,
subject to overall risk diversification.

The degree to which a security is attractive can change as a result of adverse,
short-term market reactions to recent events or trends. Negative analysts'
earnings-estimate revisions and relative return trends (also called "momentum")
tend to reflect deterioration in a company's operating results and often signal
poor performance to come; positive revisions and return trends tend to reflect
fundamental improvements and positive performance ahead. Bernstein monitors
these factors so as to better time purchases and sales of securities.

A security generally will be sold when it reaches fair value on a risk-adjusted
basis. [Sale of a stock that has reached its target may be delayed, however,
when earnings expectations are rising or relative return trends are improving.]

The Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in securities issued by
non-U.S. companies, enter into forward commitments and make short sales of
securities or maintain a short position.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                  o Market Risk                              o Foreign Risk
                  o Derivatives Risk                         o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                       1 Year           Since Inception*
--------------------------------------------------------------------------------
Portfolio                               [_____]%              [_____]%
--------------------------------------------------------------------------------
Russell 1000 Value Index                [_____]%              [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from July 22, 2002.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A   N/A    N/A       N/A     N/A    28.9    12.8   [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein U.S. Large Cap Blended Style Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.


The Portfolio invests primarily in the equity securities of U.S. companies.
Under normal circumstances, the Portfolio will invest at least 80% of its net
assets in large capitalization companies. Large capitalization companies are
companies with market capitalization at the time of investment within the range
of the market capitalization of companies included in the Russell 1000(TM)
Index. In managing the Portfolio, the Adviser diversifies the investment
portfolio between the growth and value equity investment styles. The Adviser
selects growth and value equity securities by drawing from its fundamental
growth and value investment disciplines to construct a single, unified
investment portfolio, efficiently diversified between the growth and value
equity investment styles. Through this process, the Adviser seeks to provide the
highest level of long-term return given the associated levels of risk.

Within each investment discipline, the Adviser draws on the capabilities of
separate investment teams. The growth stocks in the portfolio are selected by
the Large Cap Growth investment team. This team emphasizes equity securities of
a limited number of large, carefully selected, high-quality U.S. companies that
are judged likely to achieve superior earnings growth.

The Large Cap Growth investment process relies heavily upon the fundamental
analysis and research of the Adviser's large internal growth research staff,
which generally follows a primary research universe of more than 500 companies
that have strong management, superior industry positions, excellent balance
sheets and superior earnings growth prospects. As one of the largest
multi-national investment firms, the Adviser has access to considerable
information concerning all of these companies, including an in-depth
understanding of their products, services, markets and competition, as well as a
good knowledge of the management of most of those companies.

The Adviser's analysts prepare their own earnings estimates and financial models
for each company followed. Research emphasis is placed on identifying companies
whose substantially above average prospective earnings growth is not fully
reflected in current market valuations. The Adviser expects the average market
capitalization of the growth stocks selected for inclusion in the portfolio
normally to be in the range, or in excess, of the average market capitalization
of companies included in the S&P 500 Index.

The Large Cap Value investment team of the Adviser's Bernstein unit selects the
value stocks used in this portfolio. This team selects stocks using a
fundamental value approach to identify securities that are undervalued. This
approach to equity investing generally defines value by reference to the
relationship between a security's current price and its intrinsic economic
value, as measured by earnings power and dividend-paying capability.

The Large Cap Value investment team relies on Bernstein's large internal value
research staff of company and industry analysts to follow a research universe of
approximately 700 companies with larger capitalizations. For each company in the
research universe, the present value of the company's future cash flow, as
forecast by Bernstein analysts, is compared to the current price of the
company's stock.

The value research staff identifies and quantifies the critical variables that
influence a business's performance, analyzes the results in order to forecast
each company's long-term prospects and meets regularly with company management,
suppliers, clients and competitors. As a result, analysts have an in-depth
understanding of the products, services, markets and competition of these
companies and a good knowledge of the management of most of the companies in the
research universe. A committee composed of senior investment professionals
reviews the research process to confirm that the analysts have appropriately
considered the key issues facing each company, that forecasts of a company's
future are compatible with its history, and that all forecasts use consistent
analytic frameworks and economic assumptions.

The portfolio construction process is designed to develop a single portfolio,
efficiently diversified between the growth and value equity investment styles,
that seeks to provide the highest level of long-term return given the associated
levels of risk. The process begins with the identification of the most
attractive growth and value stocks from the Large Cap Growth and Large Cap Value
research teams. The Adviser, using the investment process described above, ranks
each of the stocks in the Large Cap Growth universe from most to least
attractive. Bernstein also ranks the stocks in the Large Cap Value universe.

The Adviser then applies its proprietary portfolio construction process to the
securities across both investment disciplines. The process develops a portfolio
that is designed to provide diversified portfolio of the most attractive growth
and value stocks. Normally, approximately 50% of the value of the Portfolio's
portfolio will consist of growth stocks and 50% of value stocks, although this
allocation will vary within a narrow range around this 50/50 target. Beyond this
range, the Adviser will rebalance the portfolio as necessary to maintain this
targeted allocation.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in convertible
securities, and non-U.S. securities, make short sales of securities or maintain
a short position and enter into repurchase agreements and forward commitments.
For hedging purposes, the Portfolio may enter into forward currency exchange
contracts and options on foreign currencies.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
               o Market Risk                              o Allocation Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                       1 Year           Since Inception*
--------------------------------------------------------------------------------
Portfolio                               [_____]%              [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                     [_____]%              [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from June 6, 2003.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A   N/A    N/A       N/A     N/A    N/A     9.4   [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [___].





AllianceBernstein Wealth Appreciation Strategy Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.


The Portfolio invests in an equity portfolio that is designed as a solution for
investors who seek equity returns but also want broad diversification of the
related risks across styles, capitalization ranges and geographic regions. In
managing the Portfolio, the Adviser efficiently diversifies between growth and
value equity investment styles, and between U.S. and non-U.S. markets. The
Adviser selects growth and value equity securities by drawing from a variety of
its fundamental growth and value investment disciplines to produce a blended
portfolio. Within each investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,
in selecting investments for the Portfolio, the Adviser is able to draw on the
resources and expertise of multiple growth and value equity investment teams,
which are supported by more than 50 equity research analysts specializing in
growth research, and more than 50 equity research analysts specializing in value
research.

The Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry positions,
excellent balance sheets and superior earnings growth prospects. This discipline
relies heavily upon the fundamental analysis and research of the Adviser's large
internal growth research staff, which follows over 1,500 U.S. and non-U.S.
issuers. As one of the largest multi-national investment firms, the Adviser has
access to considerable information concerning these companies, including an
in-depth understanding of their products, services, markets and competition as
well as a good knowledge of the management of most of the companies.

The Adviser's growth analysts prepare their own earnings estimates and financial
models for each company followed. Research emphasis is placed on identifying
companies whose substantially above-average prospective earnings growth is not
fully reflected in current market valuations. Each growth investment team
constructs a portfolio that emphasizes equity securities of a limited number of
carefully selected, high-quality companies that are judged likely to achieve
superior earnings growth.

The Adviser's Bernstein unit selects the Portfolio's value stocks using its
fundamental value investment discipline. In selecting stocks, each of
Bernstein's value investment teams seeks to identify companies whose long-term
earning power and dividend paying capability are not reflected in the current
market price of their securities. This fundamental value discipline relies
heavily upon Bernstein's large internal value research staff, which follows over
1,500 U.S. and non-U.S. issuers. Teams within the value research staff cover a
given industry worldwide, to better understand each company's competitive
position in a global context.

Bernstein's staff of company and industry analysts prepares its own
earnings-estimates and financial models for each company analyzed. Bernstein
identifies and quantifies the critical variables that control a business's
performance and analyzes the results in order to forecast each company's
long-term prospects and expected returns. Through application of the value
investment process described above, each value investment team constructs a
portfolio that emphasizes equity securities of a limited number of value
companies.

Normally, the Adviser's targeted blend for the Portfolio is an equal weighting
of growth and value stocks. The Adviser will allow the relative weightings of
the Portfolio's growth and value components to vary in response to markets, but
ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
one investment style are compelling, the range may expand to 10% of the
portfolio.

In addition to blending growth and value styles, the Portfolio blends each style
component across U.S. and non-U.S. issuers and various capitalization ranges.
Within each of the value and growth portions of the Portfolio, the Adviser
normally targets a blend of approximately 70% in equities of U.S. companies and
the remaining 30% in equities of companies outside the United States. The
Adviser will also allow the relative weightings of the geographical
subcomponents to vary in response to markets, but ordinarily only by +/-5% of
the portfolio. Investments in REITs are deemed to be 100% equity for purposes of
the target blend of the Portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
U.S. or non-U.S. issuers are compelling, the range may expand to 10% of the
portfolio.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in convertible
securities and foreign securities, enter into repurchase agreements and forward
commitments, and make short sales of securities or maintain a short position.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                 o Market Risk                             o Derivatives Risk
                 o Foreign Risk                            o Liquidity Risk
                 o Currency Risk                           o Capitalization Risk
                 o Allocation Risk                         o Management Risk
                 o Leverage Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                       1 Year           Since Inception*
--------------------------------------------------------------------------------
Portfolio                               [_____]%              [_____]%
--------------------------------------------------------------------------------
70% S&P 500 Stock Index/30% MSCI
EAFE Index                              [_____]%              [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                     [_____]%              [_____]%
--------------------------------------------------------------------------------
MSCI EAFE Index                         [_____]%              [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from July 1, 2004.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A   N/A    N/A       N/A     N/A    N/A     N/A     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Balanced Wealth Strategy Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to maximize total return consistent with
the Adviser's determination of reasonable risk.

The Portfolio's investment objective is to seek to achieve the highest total
return consistent with the Adviser's determination of reasonable risk. The
Portfolio invests in a portfolio of equity and debt securities that is designed
as a solution for investors who seek a moderate tilt toward equity returns but
also want the risk diversification offered by debt securities and the broad
diversification of their equity risk across styles, capitalization ranges and
geographic regions. The Portfolio targets a weighting of 60% equity securities
and 40% debt securities with a goal of providing moderate upside potential
without excessive volatility. In managing the Portfolio, the Adviser efficiently
diversifies between the debt and equity components to produce the desired
risk/return profile.

The Portfolio's equity component is diversified between growth and value equity
investment styles, and between U.S. and non-U.S. markets. The Adviser selects
growth and value equity securities by drawing from a variety of its fundamental
growth and value investment disciplines to produce a blended equity component.
Within each equity investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,
in selecting equity investments for the Portfolio, the Adviser is able to draw
on the resources and expertise of multiple growth and value equity investment
teams, which are supported by more than 50 equity research analysts specializing
in growth research, and more than 50 equity research analysts specializing in
value research.

The Adviser's targeted blend for the Portfolio's equity component is an equal
weighting of growth and value stocks. The Adviser will also allow the relative
weightings of the growth and value subcomponents to vary in response to markets,
but ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser
will generally rebalance the Portfolio's equity component toward the targeted
blend. However, under extraordinary circumstances, when the Adviser believes
that conditions favoring one investment style are compelling, the range may
expand to 10% of the portfolio.

In addition to blending growth and value styles, the Adviser blends each
style-based portion of the Portfolio's equity component across U.S. and non-U.S.
issuers and various capitalization ranges. Within each of the value and growth
portions of the Portfolio, the Adviser normally targets a blend of approximately
70% in equities of U.S. companies and the remaining 30% in equities of companies
outside the United States. The Adviser will also allow the relative weightings
of these geographical subcomponents to vary in response to markets, but
ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
U.S. or non-U.S. issuers are compelling, the range may expand to 10% of the
portfolio. Investments in REITs are deemed to be 50% equity and 50% fixed-income
for purposes of the target blend of the Portfolio.

The Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry positions,
excellent balance sheets and superior earnings growth prospects. This discipline
relies heavily upon the fundamental analysis and research of the Adviser's large
internal growth research staff, which follows over 1,500 U.S. and non-U.S.
issuers. As one of the largest multi-national investment firms, the Adviser has
access to considerable information concerning these companies, including an
in-depth understanding of their products, services, markets and competition as
well as a good knowledge of the management of most of the companies.

The Adviser's growth analysts prepare their own earnings estimates and financial
models for each company followed. Research emphasis is placed on identifying
companies whose substantially above-average prospective earnings growth is not
fully reflected in current market valuations. Each growth investment team
constructs a portfolio that emphasizes equity securities of a limited number of
carefully selected, high-quality companies that are judged likely to achieve
superior earnings growth.

The Adviser's Bernstein unit selects the Portfolio's value stocks using its
fundamental value investment discipline. In selecting stocks, each of
Bernstein's value investment teams seeks to identify companies whose long-term
earning power and dividend paying capability are not reflected in the current
market price of their securities. This fundamental value discipline relies
heavily upon Bernstein's large internal value research staff, which follows over
1,500 U.S. and non-U.S. issuers. Teams within the value research staff cover a
given industry worldwide, to better understand each company's competitive
position in a global context.

Bernstein's staff of company and industry analysts prepares its own earnings
estimates and financial models for each company analyzed. Bernstein identifies
and quantifies the critical variables that control a business's performance and
analyzes the results in order to forecast each company's long-term prospects and
expected returns. Through application of the value investment process described
above, each value investment team constructs a portfolio that emphasizes equity
securities of a limited number of value companies.

Normally, the Portfolio targets a 60% weighting for equity securities and a 40%
weighting for debt securities. The Adviser will allow the relative weightings of
the Portfolio's debt and equity components to vary in response to markets, but
ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
one investment style are compelling, the ranges may expand to 10% of the
portfolio.

In selecting fixed-income investments for the Portfolio, the Adviser may draw on
the capabilities of separate investment teams that specialize in different areas
that are generally defined by the maturity of the debt securities and/or their
ratings and which may include subspecialties (such as inflation indexed bonds).
In selecting debt securities for the Portfolio, these fixed-income investment
teams draw on the resources and expertise of the Adviser's large internal
fixed-income research staff, which includes over 50 dedicated fixed-income
research analysts and economists. The Portfolio's debt securities will primarily
be investment grade debt securities (including cash and money market
instruments), but may also include preferred stock and, when the Adviser
believes that conditions favoring them are compelling, lower-rated securities
("junk bonds"). The Portfolio will not invest more than 25% of its net assets in
securities rated at the time of purchase below investment grade, that is,
securities rated BB or lower by S&P or Ba or lower by Moody's, or in unrated
securities deemed to be of comparable quality at the time of purchase by the
Adviser.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in convertible
securities and foreign securities, enter into repurchase agreements and forward
commitments, and make short sales of securities or maintain a short position,
but only if at all times when a short position is open not more than 33% of its
net assets is held as collateral for such short sales.


PRINCIPAL RISKS:

--------------------------------------------------------------------------------
               o Market Risk                              o Leverage Risk
               o Interest Rate Risk                       o Derivatives Risk
               o Credit Risk                              o Liquidity Risk
               o Foreign Risk                             o Capitalization Risk
               o Currency Risk                            o Management Risk
               o Allocation Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)


                                       1 Year           Since Inception*
--------------------------------------------------------------------------------
Portfolio                               [_____]%              [_____]%
--------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Lehman
Brothers U.S. Aggregate Index           [_____]%              [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                     [_____]%              [_____]%
--------------------------------------------------------------------------------
Lehman Brothers U.S. Aggregate Index    [_____]%              [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from July 1, 2004.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A   N/A    N/A       N/A     N/A    N/A     N/A     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





AllianceBernstein Global Research Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio's investment objective is long-term growth of capital by investing
primarily in a global portfolio of equity securities of companies within various
market sectors selected by the Adviser for their growth potential. Examples of
the types of market sectors into which the Adviser may invest the Portfolio's
assets include, but are not limited to, communications and information
technology, health care, financial services, infrastructure, energy and natural
resources, and consumer growth. The Adviser allocates the Portfolio's
investments among the selected market sectors based on its assessment of both
current and forecasted investment opportunities and conditions. As these
conditions change, the Adviser may vary the percentage allocation to each
sector. The Adviser may, on occasion, change the market sectors into which the
Portfolio's assets will be invested as a sector's growth potential matures and
new trends for growth emerge.

The Adviser's Global Research Growth Portfolio Oversight Group, in consultation
with the senior sector analyst-managers is responsible for determining the
market sectors into which the Portfolio's assets are invested and the percentage
allocation into each sector. The Adviser believes that the ability to allocate
assets among the industry sectors allows the Portfolio to pursue the most
attractive investment trends before companies within a market sector become
overpriced and to re-apportion investments as conditions warrant. Through this
process, the Adviser seeks to take advantage of the relative attractiveness of
different market sectors as growth trends mature and new trends emerge.

Stock selection within each market sector is the responsibility of a senior
industry analyst-manager for that sector. The Adviser's internal global research
staff includes full-time industry/sector oriented company equity analysts in the
U.S. and abroad. Within each sector, stock selection emphasizes investment in
companies representing the industry analyst groups' top picks for their
respective sectors.

The Portfolio normally invests in the equity securities of companies located in
at least three countries (and normally substantially more), one of which may be
the United States. The Adviser will adjust the exposure of the Portfolio to
particular national economies based on its perception of the most favorable
markets and issuers. The percentage of the assets of the portfolio invested in
securities of companies in a particular country or denominated in a particular
currency will vary in accordance with the Adviser's assessment of the
appreciation potential of such securities. The Portfolio's market capitalization
allocation, like its country allocation, is a by-product of the stock selection
process. The Adviser expects that normally the Portfolio's portfolio will tend
to emphasize investments in larger capitalization companies, although it may
invest in smaller or medium capitalization companies from time to time. The
Portfolio also may invest in securities of companies in emerging markets.

The Portfolio may invest in depositary receipts, including ADRs, EDRs, GDRs or
other securities representing securities of companies based in countries other
than the United States. Transactions in these securities may not necessarily be
settled in the same currency as transactions in the securities which they
represent.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
                 o Market Risk                         o Emerging Market Risk
                 o Foreign Risk                        o Allocation Risk
                 o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.


The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                       1 Year           Since Inception*
--------------------------------------------------------------------------------
Portfolio                               [_____]%              [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from [_____], 2004.

Bar Chart
--------------------------------------------------------------------------------

[THE FOLLOWING TABLE WAS DEPICTED AS A BAR CHART IN THE PRINTED MATERIAL.]

 N/A     N/A       N/A   N/A    N/A       N/A     N/A    N/A     N/A     [_]
--------------------------------------------------------------------------------
  96      97       98     99      00       01     02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].





RISKS SUMMARY
--------------------------------------------------------------------------------

In this Summary, we describe principal and other risks that may affect a
Portfolio as a whole. This Prospectus has additional descriptions of risks
applicable to specific investments in the discussions below under "More
Information About the Portfolios and Their Investments."

MARKET RISK

This is the risk that the value of a Portfolio's investments will fluctuate as
the stock or bond markets fluctuate and that prices overall will decline over
shorter- or longer-term periods.

INTEREST RATE RISK

Changes in interest rates will affect the yield and value of a Portfolio's
investments in fixed-income securities. When interest rates rise, the value of a
Portfolio's investments tends to fall and this decrease in value may not be
offset by higher interest income from new investments. Interest rate risk is
generally greater for Portfolios that invest in fixed-income securities with
longer maturities or durations. Because the Money Market Portfolio invests in
securities with short maturities and seeks to maintain a stable net asset value
of $1.00 per share, it is possible, although unlikely, that an increase in
interest rates would change the value of an investment in the Portfolio.

INFLATION RISK

This is the risk that the value of assets or income from investments will be
less in the future as inflation decreases the value of money. As inflation
increases, the value of each Portfolio's assets can decline as can the value of
the Portfolio's distributions. This risk is significantly greater for those
Portfolios that invest a significant portion of their assets in fixed-income
securities with longer maturities.

CREDIT RISK

This is the risk that the issuer or the guarantor of a fixed-income security, or
the counterparty to a derivatives or other contract, will be unable or unwilling
to make timely payments of interest or principal, or to otherwise honor its
obligations. The issuer or guarantor may default causing a loss of the full
principal amount of a security and any accrued interest. The degree of risk for
a particular security may be reflected in its credit rating. Investments in
fixed-income securities with lower ratings tend to have a higher probability
that an issuer will default or fail to meet its payment obligations.

INDUSTRY/SECTOR RISK

This is the risk of investments in a particular industry or group of related
industries, such as the real estate or utility industry. Market or economic
factors affecting that industry could have a major effect on the value of the
Portfolio's investments.

CAPITALIZATION RISK

This is the risk of investments in small to mid capitalization companies.
Investments in small- and mid- cap companies may be more volatile than
investments in large-cap companies. Investments in small cap companies tend to
be more volatile than investments in mid- or large-cap companies. A Portfolio's
investments in smaller capitalization companies may have additional risks
because these companies often have limited product lines, markets or financial
resources.

CURRENCY RISK

This is the risk that fluctuations in the exchange rates between the U.S. Dollar
and foreign (non-U.S.) currencies may negatively affect the value of a
Portfolio's investments or reduce the returns of a Portfolio.


FOREIGN (NON-U.S.) RISK

A Portfolio's investments in non-U.S. securities may experience more rapid and
extreme changes in value than investments in securities of U.S. companies. The
securities markets of many foreign countries are relatively small, with a
limited number of companies representing a small number of securities. Foreign
companies usually are not subject to the same degree of regulation as U.S.
issuers. Reporting, accounting, and auditing standards of foreign countries
differ, in some cases significantly, from U.S. standards. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes, or
diplomatic developments could adversely affect a Portfolio's investments in a
foreign country. These risks are heightened for emerging market countries
because there may be more economic political and social instability, and
investments in companies in emerging markets may have more risk because these
securities may be more volatile and less liquid. To the extent a Portfolio
invests in a particular country or geographic region, the Portfolio may have
more significant risk due to market changes or other factors affecting that
country or region, including political instability and unpredictable economic
conditions.

EMERGING MARKET RISK

Foreign investment risk may be particularly high to the extent a Portfolio
invests in emerging market securities of issuers based in countries with
developing economies. These securities may present market, credit, currency,
liquidity, legal, political and other risks different from, or greater than, the
risks of investing in developed foreign (non-U.S.) countries.

PREPAYMENT RISK

The value of mortgage-related or asset-backed securities may be particularly
sensitive to changes in prevailing interest rates. Early prepayments of
principal on some mortgage-related securities may occur during periods of
falling mortgage interest rates and expose a Portfolio to a lower rate of return
upon reinvestment of principal. Early payments associated with mortgage-related
securities cause these securities to experience significantly greater price and
yield volatility than is experienced by traditional fixed-income securities.
During periods of rising interest rates, a reduction in prepayments may increase
the effective life of mortgage-related securities, subjecting them to greater
risk of decline in market value in response to rising interest rates. If the
life of a mortgage-related security is inaccurately predicted, a Portfolio may
not be able to realize the rate of return it expected.

FOCUSED PORTFOLIO RISK

Portfolios that invest in a limited number of companies may have more risk
because changes in the value of a single security may have a more significant
effect, either negative or positive, on the Portfolio's net asset value.
Similarly, a Portfolio may have more risk if it is "non- diversified" meaning
that it can invest more of its assets in a smaller number of companies than many
other funds.

DERIVATIVES RISK

The Portfolios may use derivatives. These investment strategies may be riskier
than other investment strategies and may result in greater volatility for a
Portfolio, particularly during periods of market declines.

LEVERAGE RISK

When a Portfolio borrows money or otherwise leverages its portfolio, it may be
volatile because leverage tends to exaggerate the effect of any increase or
decrease in the value of a Portfolio's investments. A Portfolio may create
leverage through the use of reverse repurchase arrangements, forward contracts
or dollar rolls or by borrowing money.

LIQUIDITY RISK

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


ALLOCATION RISK

If a Portfolio pursues the objective of a portfolio balanced between equity and
debt securities, it has the risk that the allocation of these investments may
have a more significant effect on the Fund's net asset value when one of these
asset classes is performing more poorly than the other.

MANAGEMENT RISK

Each Portfolio is subject to management risk because it is an actively managed
investment Portfolio. The Adviser will apply its investment techniques and risk
analyses in making investment decisions for each Portfolio, but there can be no
guarantee that its decisions will produce the desired results.




                                                                                                                            Foreign
                                                          Interest                     Industry/                             (Non-
                                               Market      Rate     Credit  Inflation   Sector   Capitalization  Currency    U.S.)
                  PORTFOLIO                     Risk       Risk      Risk      Risk     Risk        Risk          Risk       Risk
                  ---------                     ----       ----      ----      ----     ----         ----         ----       -----
                                                                                                     
AllianceBernstein Money Market Portfolio                    X         X
AllianceBernstein Large Cap Growth Portfolio     X
AllianceBernstein Growth and Income Portfolio    X                                                                 X            X
AllianceBernstein U.S. Government/High Grade
 Securities Portfolio                            X          X         X        X
AllianceBernstein High Yield Portfolio           X          X         X        X                                   X            X
AllianceBernstein Balanced Shares Portfolio      X          X         X                                            X            X
AllianceBernstein International Research
 Growth Portfolio                                X                                                                 X            X
AllianceBernstein Global Bond Portfolio          X          X         X        X                                   X            X
AllianceBernstein Americas Government Income
 Portfolio                                       X          X         X        X                                   X            X
AllianceBernstein Global Dollar Government
 Portfolio                                       X          X         X        X                                   X            X
AllianceBernstein Utility Income Portfolio       X          X         X                   X                        X            X
AllianceBernstein Growth Portfolio               X                                                                 X            X
AllianceBernstein International Growth
 Portfolio                                       X                                                                 X            X
AllianceBernstein Global Technology Portfolio    X          X         X                   X                        X            X
AllianceBernstein Small Cap Growth Portfolio     X          X         X                             X              X            X
AllianceBernstein Real Estate Investment
 Portfolio                                       X          X         X                   X                        X            X
AllianceBernstein International Value
 Portfolio                                       X                                        X                        X            X
AllianceBernstein Small/ Mid Cap Value
 Portfolio                                       X                                                  X              X            X
AllianceBernstein Value Portfolio                X                                                                 X            X
AllianceBernstein U.S. Large Cap Blended
 Style Portfolio                                 X
AllianceBernstein Wealth Appreciation
 Strategy Portfolio                              X                                                  X              X            X
AllianceBernstein Balanced Wealth Strategy
 Portfolio                                       X          X         X                             X              X            X
AllianceBernstein Global Research Growth
 Portfolio                                       X                                                                 X            X






                                                Emerging   Pre-   Focused                                                 Manage-
                                                Market   payment  Portfolio  Derivatives  Leverage  Liquidity  Allocation  ment
           PORTFOLIO                             Risk     Risk     Risk        Risk        Risk      Risk       Risk       Risk
           ---------                             ----     ----     ----        ----        ----      ----       ----       ----
                                                                                                   
AllianceBernstein Money Market Portfolio
AllianceBernstein Large Cap Growth Portfolio                        X
AllianceBernstein Growth and Income Portfolio
AllianceBernstein U.S. Government/High Grade
 Securities Portfolio                                        X                  X
AllianceBernstein High Yield Portfolio                                          X                     X
AllianceBernstein Balanced Shares Portfolio                                                                       X
AllianceBernstein International Research
 Growth Portfolio
AllianceBernstein Global Bond Portfolio
AllianceBernstein Americas Government Income
 Portfolio                                                                                  X
AllianceBernstein Global Dollar Government
 Portfolio                                         X                            X           X
AllianceBernstein Utility Income Portfolio
AllianceBernstein Growth Portfolio
AllianceBernstein International Growth
 Portfolio
AllianceBernstein Global Technology Portfolio
AllianceBernstein Small Cap Growth Portfolio
AllianceBernstein Real Estate Investment                     X
 Portfolio
AllianceBernstein International Value
 Portfolio                                         X                            X
AllianceBernstein Small/ Mid Cap Value
 Portfolio                                                                      X
AllianceBernstein Value Portfolio                                               X
AllianceBernstein U.S. Large Cap Blended
 Style Portfolio                                                                                                  X
AllianceBernstein Wealth Appreciation
 Strategy Portfolio                                                             X           X         X           X         X
AllianceBernstein Balanced Wealth Strategy
 Portfolio                                                                      X           X         X           X         X
AllianceBernstein Global Research Growth
 Portfolio                                         X                                                              X







FEES AND EXPENSES OF THE PORTFOLIOS
--------------------------------------------------------------------------------

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

            WHY ARE PORTFOLIO FEES AND EXPENSES IMPORTANT?

     Fees and expenses reduce the investment performance of a
     Portfolio. The information provided below is intended to help you
     understand what these fees and expenses are and provide examples
     of the dollar amount of these costs to help you make comparisons
     with other portfolios. Some of these fees are paid directly by
     you at the time of investment (for example, a front-end sales
     charge) or, under certain circumstances, at the time you redeem
     or sell your shares back to the Fund. You pay fees and expenses
     indirectly because they are deducted from a Portfolio's assets
     and reduce the value of your shares. These fees include
     management fees and operating expenses.

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

SHAREHOLDER FEES (fees paid directly from your investment)  N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that are deducted from Portfolio
assets) and EXAMPLES

The operating expenses information below is designed to assist contractowners of
variable products that invest in the Portfolios in understanding the fees and
expenses that they may pay as an investor. Because the information does not
reflect deductions at the separate account level or contract level for any
charges that may be incurred under a contract, owners of variable contracts that
invest in a Portfolio should refer to the variable contract prospectus for a
description of fees and expenses that apply to contractowners. Inclusion of
these charges would increase the fees and expenses provided below.

The Examples are to help you compare the cost of investing in a Portfolio with
the cost of investing in other portfolios. The Examples do not give effect to
any separate account or contract level fees that might be paid by a
contractowner. They assume that you invest $10,000 in a Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. They also assume that your investment has a 5% return each year, that
the Portfolio's operating expenses stay the same, and that all dividends and
distributions are reinvested. Although your actual costs may be higher or lower,
based on these assumptions your costs as reflected in the Examples would be:

             Operating Expenses                         Examples

AllianceBernstein Money Market
  Portfolio
   Management fees                             .45%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
   Total Portfolio operating expenses(a)    [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Large Cap Growth
  Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
   Total Portfolio operating expenses(a)    [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Growth and Income
  Portfolio
   Management fees                             .55%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
   Total Portfolio operating expenses(a)    [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein U.S. Government/High
  Grade Securities Portfolio
Management fees                                .45%     After 1 Yr.     $[___]
Other expenses                              [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein High Yield Portfolio
Management fees                                .50%     After 1 Yr.     $[___]
Other expenses                              [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Balanced Shares
  Portfolio
   Management fees                             .55%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein International
   Research Growth Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Global Bond Portfolio
   Management fees                             .45%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Americas Government
   Income Portfolio
   Management fees                             .50%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs    $[___]
AllianceBernstein Global Dollar
   Government Portfolio
   Management fees                             .50%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Utility Income
  Portfolio
   Management fees                             .55%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Growth Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses          [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein International
  Growth Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Global Technology
  Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Small Cap Growth
  Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Real Estate
  Investment Portfolio
   Management fees                             .55%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein International
  Value Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Small/Mid Cap
  Value Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein Value Portfolio
   Management fees                             .55%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)       [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]

AllianceBernstein U.S. Large Cap
  Blended Style Portfolio
   Management fees                             .65%     After 1 Yr.     $[___]
   Other expenses                           [___]%      After 3 Yrs.    $[___]
                                            ------
Total Portfolio operating expenses(a)(b)    [___]%      After 5 Yrs.    $[___]
                                            ======
                                                        After 10 Yrs.   $[___]
Waiver and/or expense reimbursement(c)      [___]%
                                            ------
Net Expenses                                [___]%
                                            ======

AllianceBernstein Wealth Appreciation
  Strategy Portfolio
   Management fees                             .65%     After 1 Yr.     $[___]
   Other expenses(d)                        [___]%      After 3 Yrs.(b) $[___]
                                            ------
Total Portfolio operating expenses          [___]%
                                            ======
Waiver and/or expense reimbursement(c)      [___]%
                                            ------
Net Expenses                                [___]%
                                            ======

AllianceBernstein Balanced Wealth
  Strategy Portfolio
   Management fees                             .55%     After 1 Yr.     $[___]
   Other expenses(d)                        [___]%      After 3 Yrs.(b) $[___]
                                            ------
Total Portfolio operating expenses          [___]%
                                            ======
Waiver and/or expense reimbursement(c)      [___]%
                                            ------
Net Expenses                                [___]%
                                            ======

AllianceBernstein Global Research
  Growth Portfolio
   Management fees                             .75%     After 1 Yr.     $[___]
   Other expenses(d)                        [___]%      After 3 Yrs.(b) $[___]
                                            ------
Total Portfolio operating expenses          [___]%
                                            ======
Waiver and/or expense reimbursement(c)      [___]%
                                            ------
Net Expenses                                [___]%
                                            ======

----------
(a)  Expense information has been restated to reflect a reduction in advisory
     fees effective September 7, 2004.

(b)  Reflects the Adviser's contractual waiver of a portion of its advisory fee
     and/or reimbursement of a portion of the Portfolio's operating expenses.
     This waiver extends through May 1, 2005 for AllianceBernstein U.S. Large
     Cap Blended Style Portfolio, May 1, 2006 for AllianceBernstein Wealth
     Appreciation Strategy Portfolio and AllianceBernstein Balanced Wealth
     Strategy Portfolio and May 1, 2007 for AllianceBernstein Global Research
     Growth Portfolio and may be extended by the Adviser for additional one-year
     terms.

(c)  The example assumes that the Adviser's agreement to waive management fees
     and/or bear Portfolio expenses is not extended beyond its initial period.

(d)  Based on estimated expenses.




INVESTING IN THE PORTFOLIOS
--------------------------------------------------------------------------------

HOW TO BUY AND SELL SHARES

The Portfolios offer their shares through the separate accounts of life
insurance companies (the "Insurers"). You may only purchase and sell shares
through these separate accounts. See the prospectus of the separate account of
the participating insurance company for information on the purchase and sale of
the Portfolios' shares. AllianceBernstein Investments, Inc. ("ABI") may from
time to time receive payments from Insurers in connection with the sale of the
Portfolio's shares through the Insurer's separate accounts.

The Insurers maintain omnibus account arrangements with the Fund in respect of
one or more Portfolios and place aggregate purchase, redemption and exchange
orders for shares of a Portfolio corresponding to orders placed by the Insurer's
customers ("Contractholders") who have purchased contracts from the Insurers, in
each case, in accordance with the terms and conditions of the relevant contract.
Omnibus account arrangements maintained by the Insurers are discussed below
under "Limitations on Ability to Detect and Curtail Excessive Trading
Practices".

ABI may refuse any order to purchase shares. Each Portfolio 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.

PAYMENTS TO FINANCIAL ADVISORS AND THEIR FIRMS

Financial intermediaries, such as the Insurers, market and sell shares of the
Portfolios. These financial intermediaries employ financial advisors and may
receive compensation for selling shares of the Portfolios. This compensation is
paid from various sources, including the Portfolios. Your individual financial
advisor may receive some or all of the amounts paid to the financial
intermediary that employs him or her.

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

                   What is a Financial Intermediary?

     A financial intermediary is a firm that receives compensation for
     selling shares of the Portfolios offered in this Prospectus
     and/or provides services to the Contractholders. Financial
     intermediaries may include, among others, your broker, your
     financial planner or advisor, banks, pension plan consultants and
     insurance companies. Financial intermediaries employ financial
     advisors who deal with you and other investors on an individual
     basis.
     ----------------------------------------------------------------------

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

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

     -    additional distribution support

     -    defrayal of costs for educational seminars and training

     -    payments related to providing Contractholder recordkeeping
          and/or administrative services

     Please read the Prospectus carefully for information on this
     compensation.

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

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform record-keeping and administrative services in connection with the
Portfolios. Such payments will generally not exceed 0.35% of the average daily
net assets of each Portfolio attributable to the Insurer.

Other Payments for Distribution Services and Educational Support

In addition to the fees described above, ABI, at its expense, currently provides
additional payments to the Insurers. These sums include payments to reimburse
directly or indirectly the costs incurred by the Insurers and their employees in
connection with educational seminars and training efforts about the Portfolios
for the Insurers' employees and/or their clients and potential clients. The
costs and expenses associated with these efforts may include travel, lodging,
entertainment and meals.

For 2006, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios is expected to be
approximately $[_____]. In 2005, ABI paid additional payments of approximately
$[_____] for the Portfolios.

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

     If one mutual fund sponsor that offers shares to separate
     accounts of an Insurer makes greater distribution assistance
     payments than another, the Insurer may have an incentive to
     recommend or offer the shares of funds of one fund sponsor over
     another.

     Please speak with your financial intermediary to learn more about
     the total amounts paid to your financial intermediary by the
     Portfolios, the Adviser, ABI and by other mutual fund sponsors
     that offer shares to Insurers that may be recommended to you. You
     should also consult disclosures made by your financial
     intermediary at the time of purchase.


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

As of the date of this Prospectus, ABI anticipates that the Insurers that will
receive additional payments for educational support include:

   [AIG SunAmerica]
   [All State Financial]
   [Citigroup Global Markets]
   [ING]
   [Lincoln Financial Group]
   [Morgan Stanley]

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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES

The Fund's Board of Directors has adopted policies and procedures designed to
detect and deter frequent purchases and redemptions of Portfolio shares or
excessive or short-term trading that may disadvantage long-term Contractholders.
These policies are described below. Each Portfolio 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
Insurer or a Contractholder'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, Contractholders that engage in rapid purchases and sales or exchanges
of a Portfolio's shares dilute the value of shares held by long-term
Contractholders. Volatility resulting from excessive purchases and sales or
exchanges of shares of a Portfolio, especially involving large dollar amounts,
may disrupt efficient portfolio management. In particular, a Portfolio 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. Excessive purchases and sales or exchanges of
shares of a Portfolio may force the Portfolio to sell portfolio securities at
inopportune times to raise cash to accommodate short-term trading activity. In
addition, a Portfolio may incur increased expenses if one or more
Contractholders engage in excessive or short-term trading. For example, a
Portfolio may be forced to liquidate investments as a result of short-term
trading and incur increased brokerage costs without attaining any investment
advantage. Similarly, a Portfolio may bear increased administrative costs due to
asset level and investment volatility that accompanies patterns of short-term
trading activity. All of these factors may adversely affect Portfolio's
performance.

Investments in foreign securities may be particularly susceptible to short-term
trading strategies. This is because foreign securities are typically traded on
markets that close well before the time a Portfolio 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
Contractholder engaging in a short-term trading strategy to exploit differences
in share prices that are based on closing prices of foreign securities
established some time before a Portfolio calculates its own share price
(referred to as "time zone arbitrage"). Each of the Portfolios has procedures,
referred to as fair value pricing, designed to adjust closing market prices of
foreign securities to reflect what is believed to be fair value of those
securities at the time the Portfolio calculates is NAV. While there is no
assurance, each of the Portfolios expects that the use of fair value pricing, in
addition to the short-term trading policies discussed below, will significantly
reduce a Contractholder's ability to engage in time zone arbitrage to the
detriment of other Contractholders.

Contractholders engaging in a short-term trading strategy may also target a
Portfolio that does not invest primarily in foreign securities. If a Portfolio
invests in securities that are, among other things, thinly traded, traded
infrequently, or relatively illiquid, it has the risk that the current market
price for the securities may not accurately reflect current market values.
Contractholders may seek to engage in short-term trading to take advantage of
these pricing differences (referred to as "price arbitrage"). A Portfolio may be
adversely affected by price arbitrage, in particular, to the extent that it
significantly invests in small cap securities, technology and other specific
industry sector securities, and in certain fixed-income securities, such as high
yield bonds, asset-backed securities, or municipal bonds.

Money market funds generally are not effective vehicles for short-term trading
activity, and therefore the risks relating to short-term trading activity are
correspondingly lower for the Money Market Portfolio.

Policy Regarding Short-term Trading. Purchases and exchanges of shares of the
Portfolios should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolios. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below. 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 AllianceBernstein Investor Services, Inc. ("ABIS"), maintains
          surveillance procedures to detect excessive or short-term trading in
          Portfolio shares. This surveillance process involves several factors,
          which include scrutinizing individual Insurer's omnibus transaction
          activity in Portfolio shares in order to seek to ascertain whether any
          such activity attributable to one or more Contractholders might
          constitute excessive or short-term trading. Insurer's omnibus
          transaction activity identified by these surveillance procedures, or
          as a result of any other information actually available at the time,
          will be evaluated to determine whether such activity might indicate
          excessive or short-term trading activity attributable to one or more
          Contractholders. 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 relevant Insurer's
          omnibus account(s) will be immediately "blocked" and no future
          purchase or exchange activity will be permitted, except to the extent
          the Fund, ABI or ABIS has been informed in writing that the terms and
          conditions of a particular contract may limit the Fund's ability to
          apply its short-term trading policy to Contractholder activity as
          discussed below. As a result, any Contractholder seeking to engage
          through an Insurer in purchase or exchange activity in shares of one
          or more Portfolios under a particular contract will be prevented from
          doing so. However, sales of Portfolio shares back to the Portfolio or
          redemptions will continue to be permitted in accordance with the terms
          of the Portfolio's current Prospectus. In the event an account is
          blocked, certain account-related privileges, such as the ability to
          place purchase, sale and exchange orders over the internet or by
          phone, may also be suspended. An Insurer's omnibus account that is
          blocked will generally remain blocked unless and until the Insurer
          provides evidence or assurance acceptable to the Fund that one or more
          Contractholders 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. If an Insurer does not have the capabilities, or declines,
          to provide individual account level detail to the Fund, the Fund will
          monitor turnover of assets to purchases and redemptions of the omnibus
          account. If excessive turnover, defined as annualized purchases and
          redemptions exceeding 50% of assets is detected, the Fund will notify
          the Insurer and request that the Insurer review individual account
          transactions for excessive or short-term trading activity and confirm
          to the Fund that appropriate action has been taken to curtail the
          activity, which may include applying blocks to accounts to prohibit
          future purchases and exchanges of shares of the Portfolios. The Fund
          will continue to monitor the turnover attributable to an Insurer's
          omnibus account and may consider whether to terminate the relationship
          if the Insurer does not demonstrate that appropriate action has been
          taken.

Risks to Contractholders Resulting From Imposition of Account Blocks in Response
to Excessive Short-term Trading Activity. A Contractholder identified as having
engaged in excessive or short-term trading activity whose account is "blocked"
and who may not otherwise wish to redeem his or her shares effectively may be
"locked" into an investment in shares of one or more of the Portfolios that the
Contractholder did not intend to hold on a long-term basis or that may not be
appropriate for the Contractholder's risk profile. To rectify this situation, a
Contractholder with a "blocked" account may be forced to redeem Portfolio
shares, which could be costly if, for example, these shares have declined in
value. To avoid this risk, a Contractholder should carefully monitor the
purchases, sales, and exchanges of Portfolio shares and avoid frequent trading
in Portfolio shares.

Limitations on Ability to Detect and Curtail Excessive Trading Practices.
Insurers utilizing omnibus account arrangements may not identify to the Fund,
ABI or ABIS Contractholders' transaction activity relating to shares of a
particular Portfolio on an individual basis. Consequently, the Fund, ABI and
ABIS may not be able to detect excessive or short-term trading in shares of a
Portfolio attributable to a particular Contractholder who effects purchase and
redemption and/or exchange activity in shares of the Portfolio through an
Insurer acting in an omnibus capacity. In seeking to prevent excessive or
short-term trading in shares of the Portfolios, including the maintenance of any
transaction surveillance or account blocking procedures, the Fund, ABI and ABIS
consider the information actually available to them at the time.


HOW THE PORTFOLIOS VALUE THEIR SHARES

Each Portfolio's NAV is calculated at the close of regular trading on the
Exchange (ordinarily, 4:00 p.m., Eastern time), only on days when the Exchange
is open for business. To calculate NAV, a Portfolio's assets are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares outstanding. If a Portfolio invests in
securities that are primarily traded on foreign exchanges that trade on weekends
or other days when the Portfolio does not price its shares, the NAV of the
Portfolio's shares may change on days when shareholders will not be able to
purchase or redeem their shares in the Portfolio.

The AllianceBernstein Money Market Portfolio's NAV is expected to be constant at
$1.00 share, although this value is not guaranteed. The NAV is calculated at
4:00 p.m., Eastern time, each day the Exchange is open for business. The
Portfolio values its securities at their amortized cost. This method involves
valuing an instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the investment.

The Portfolios value their securities at their current market value determined
on the basis of market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors. When a Portfolio uses fair value pricing, it may take into account
any factors it deems appropriate. A Portfolio 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 a Portfolio 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 Portfolios expect 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. Portfolios may use fair value pricing more frequently for
securities primarily traded in foreign markets because, among other things, most
foreign markets close well before a Portfolio values its securities at 4:00
p.m., Eastern time. The earlier close of these foreign markets gives rise to the
possibility that significant events, including broad market moves, may have
occurred in the interim. For example, the Portfolios believe that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Portfolios may frequently value
many of their foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.

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

Your order for purchase, sale, or exchange of shares is priced at the
next-determined NAV after your order is received in proper form by the
Portfolio.




MORE INFORMATION ABOUT THE PORTFOLIOS AND THEIR INVESTMENTS
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the
Portfolios' investment practices and risks. Most of these investment practices
are discretionary, which means that the Adviser may or may not decide to use
them. This Prospectus does not describe all of a Portfolio's investment
practices and additional descriptions of each Portfolio's strategies,
investments, and risks can be found in the Fund's SAI.

Derivatives         Each Portfolio may, but is not required to, use derivatives
                    for risk management purposes or as part of its investment
                    strategies. Derivatives are financial contracts whose value
                    depends on, or is derived from, the value of an underlying
                    asset, reference rate or index. A Portfolio may use
                    derivatives to earn income and enhance returns, to hedge or
                    adjust the risk profile of a portfolio, to replace more
                    traditional direct investments and to obtain exposure to
                    otherwise inaccessible markets.

                    There are four principal types of derivatives, including
                    options, futures, forwards and swaps, which are described
                    below. Derivatives may be (i) standardized, exchange-traded
                    contracts or (ii) customized, privately-negotiated
                    contracts. Exchange-traded derivatives tend to be more
                    liquid and subject to less credit risk than those that are
                    privately negotiated.

                    A Portfolio's use of derivatives may involve risks that are
                    different from, or possibly greater than, the risks
                    associated with investing directly in securities or other
                    more traditional instruments. These risks include the risk
                    that the value of a derivative instrument may not correlate
                    perfectly, or at all, with the value of the assets,
                    reference rates, or indexes that they are designed to track.
                    Other risks include: the possible absence of a liquid
                    secondary market for a particular instrument and possible
                    exchange-imposed price fluctuation limits, either of which
                    may make it difficult or impossible to close out a position
                    when desired; the risk that adverse price movements in an
                    instrument can result in a loss substantially greater than
                    the Portfolio's initial investment in that instrument (in
                    some cases, the potential loss is unlimited); and the risk
                    that the counterparty will not perform its obligations.

                    The Portfolios may use the following types of derivatives.

                    o    Forward Contracts. A forward contract is a customized,
                         privately negotiated agreement for one party to buy,
                         and the other party to sell, a specific quantity of an
                         underlying commodity or other tangible asset for an
                         agreed upon price at a future date. A forward contract
                         is either settled by physical delivery of the commodity
                         or tangible asset to an agreed-upon location at a
                         future date, rolled forward into a new forward contract
                         or, in the case of a non-deliverable forward, by a cash
                         payment at maturity. The Portfolios' investments in
                         forward contracts include the following.

                         --Forward Currency Exchange Contracts. A Portfolio
                         may purchase or sell currency exchange contracts
                         to minimize the risk from adverse changes in the
                         relationship between the U.S. Dollar and other
                         currencies. A Portfolio may enter into a forward
                         contract as transaction hedge (to "lock in" the
                         U.S. dollar price of a non-U.S. dollar security),
                         as position hedge (to protect the value of
                         securities the Portfolio owns that are denominated
                         in a foreign currency against substantial changes
                         in the value of the foreign currency) or as
                         cross-hedge (to protect the value of securities
                         the Portfolio owns that are denominated in a
                         foreign currency against substantial changes in
                         the value of that foreign currency by entering
                         into a forward contract for a different foreign
                         currency that is expected to change in the same
                         direction as the currency in which the securities
                         are denominated).

                    o    Futures Contracts and Options on Futures Contracts. A
                         futures contract is an agreement that obligates the
                         buyer to buy and the seller to sell a specified
                         quantity of an underlying asset (or settle for cash the
                         value of a contract based on an underlying asset, rate
                         or index) at a specific price on the contract maturity
                         date. Options on futures contracts are options that
                         call for the delivery of futures contracts upon
                         exercise.

                    o    Options. An option is an agreement that, for a premium
                         payment or fee, gives the option holder (the buyer) the
                         right but not the obligation to buy or sell the
                         underlying asset (or settle for cash an amount based on
                         an underlying asset, rate or index) at a specified
                         price (the exercise price) during a period of time or
                         on a specified date. Investments in options are
                         considered speculative. A Portfolio may lose the
                         premium paid for them if the price of the underlying
                         security or other asset decreased or remained the same
                         (in the case of a call option) or increased or remained
                         the same (in the case of a put option). If a put or
                         call option purchased by a Portfolio were permitted to
                         expire without being sold or exercised, its premium
                         would represent a loss to the Portfolio. The
                         Portfolios' investments include the following:


                         --Options on Foreign Currencies. A Portfolio
                         invests in options on foreign currencies that are
                         privately negotiated or traded on U.S. or foreign
                         exchanges for the purpose of protecting against
                         declines in the U.S. Dollar value of foreign
                         currency denominated securities held by a
                         Portfolio and against increases in the U.S. Dollar
                         cost of securities to be acquired. The purchase of
                         an option on a foreign currency may constitute an
                         effective hedge against fluctuations in exchange
                         rates, although if rates move adversely, a
                         Portfolio may forfeit the entire amount of the
                         premium plus related transaction costs.

                         --Options on Securities. A Portfolio may purchase
                         or write a put or call option on securities. The
                         Portfolio will only exercise an option it
                         purchased if the price of the security was less
                         (in the case of a put option) or more (in the case
                         of a call option) than the exercise price. If the
                         Portfolio does not exercise an option, the premium
                         it paid for the option will be lost. Normally, a
                         Portfolio will write only "covered" options, which
                         means writing an option for securities the
                         Portfolio owns, but may write an uncovered call
                         option for cross-hedging purposes.

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

                    o    Swap Transactions. A swap is a customized, privately
                         negotiated agreement that obligates two parties to
                         exchange a series of cash flows at specified intervals
                         (payment dates) based upon or calculated by reference
                         to changes in specified prices or rates (interest rates
                         in the case of interest rate swaps, currency exchange
                         rates in the case of currency swaps) for a specified
                         amount of an underlying asset (the "notional" principal
                         amount). The Portfolios' investments in swap
                         transactions include the following:

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

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

                         --Currency Swaps. Currency swaps involve the
                         individually negotiated exchange by a Portfolio
                         with another party of a series of payments in
                         specified currencies. A currency swap may involve
                         the delivery at the end of the exchange period of
                         a substantial amount of one designated currency in
                         exchange for the other designated currency.
                         Therefore, the entire principal value of a
                         currency swap is subject to the risk that the
                         other party to the swap will default on its
                         contractual delivery obligations. If there is a
                         default by the counterparty to the transaction,
                         the Portfolio will have contractual remedies under
                         the transaction agreements.


                         --Interest Rate Swaps, Caps, and Floors. Interest
                         rate swaps involve the exchange by a Portfolio
                         with another party of their respective commitments
                         to pay or receive interest (e.g., an exchange of
                         floating rate payments for fixed rate payments).
                         Interest rate swaps are entered into on a net
                         basis (i.e., the two payment streams are netted
                         out, with the Portfolio receiving or paying, as
                         the case may be, only the net amount of the two
                         payments).

                         The purchase of an interest rate cap entitles the
                         purchaser, to the extent that a specified index
                         exceeds a predetermined interest rate, to receive
                         payments of interest on a contractually-based
                         principal amount from the party selling the
                         interest rate cap. The purchase of an interest
                         rate floor entitles the purchaser, to the extent
                         that a specified index falls below a predetermined
                         interest rate, to receive payments of interest on
                         an agreed principal amount from the party selling
                         the interest rate floor. Caps and floors may be
                         less liquid than swaps.

                         Interest rate swap, cap, and floor transactions
                         may be used to preserve a return or spread on a
                         particular investment or a portion of a
                         Portfolio's portfolio or protecting against an
                         increase in the price of securities a Portfolio
                         anticipates purchasing at a later date. A
                         Portfolio may enter into interest rate swaps,
                         caps, and floors on either an asset-based or
                         liability-based basis, depending upon whether it
                         is hedging its assets or liabilities. These
                         transactions do not involve the delivery of
                         securities or other underlying assets or
                         principal.

                         Unless there is a counterparty default, the risk
                         of loss to a Portfolio from interest rate
                         transactions is limited to the net amount of
                         interest payments that the Portfolio is
                         contractually obligated to make. If the
                         counterparty to an interest rate transaction
                         defaults, the Portfolio's risk of loss consists of
                         the net amount of interest payments that the
                         Portfolio contractually is entitled to receive.

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

                    o    Other Derivative Investments

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

                         The Portfolios will normally invest in covered
                         warrants, which entitle the holder to purchase
                         from the issuer common stock of an international
                         company or receive a cash payment (generally in
                         U.S. dollars). The cash payment is calculated
                         according to a predetermined formula. The
                         Portfolios may invest in low exercise price
                         warrants, which are warrants with an exercise
                         price that is very low relative to the market
                         price of the underlying instrument at the time of
                         issue (e.g., one cent or less). The buyer of a low
                         exercise price warrant effectively pays the full
                         value of the underlying common stock at the
                         outset. In the case of any exercise of warrants,
                         there may be a time delay between the time a
                         holder of warrants gives instructions to exercise
                         and the time the price of the common stock
                         relating to exercise or the settlement date is
                         determined, during which time the price of the
                         underlying security could change significantly. In
                         addition, the exercise or settlement date of the
                         warrants may be affected by certain market
                         disruption events, such as difficulties relating
                         to the exchange of a local currency into U.S.
                         dollars, the imposition of capital controls by a
                         local jurisdiction or changes in the laws relating
                         to foreign investments. These events could lead to
                         a change in the exercise date or settlement
                         currency of the warrants, or postponement of the
                         settlement date. In some cases, if the market
                         disruption events continue for a certain period of
                         time, the warrants may become worthless resulting
                         in a total loss of the purchase price of the
                         warrants.


                         The Portfolios will acquire covered warrants
                         issued by entities deemed to be creditworthy by
                         the Adviser, who will monitor the
                         credit-worthiness of the issuers on an on-going
                         basis. Investments in these instruments involve
                         the risk that the issuer of the instrument may
                         default on its obligation to deliver the
                         underlying security or cash in lieu thereof. These
                         instruments may also be subject to liquidity risk
                         because there may be a limited secondary market
                         for trading the warrants. They are also subject,
                         like other investments in foreign securities, to
                         foreign risk and currency risk.

                         --Eurodollar Instruments. Eurodollar instruments
                         are essentially U.S. Dollar-denominated futures
                         contracts or options that are linked to London
                         Interbank Offered Rate (LIBOR). Eurodollar futures
                         contracts enable purchasers to obtain a fixed rate
                         for the lending of Portfolios and sellers to
                         obtain a fixed rate for borrowings.

                         --Hybrid Instruments. Hybrid instruments (a type
                         of potentially high-risk derivative) have the
                         characteristics of futures, options, currencies,
                         and securities. These instruments may take a
                         variety of forms. Hybrids can have volatile prices
                         and limited liquidity.

Convertible         Prior to conversion, convertible securities have the same
Securities          general characteristics as non-convertible debt securities,
                    which generally provide a stable stream of income with
                    generally higher yields than those of equity securities of
                    the same or similar issuers. The price of a convertible
                    security will normally vary with changes in the price of the
                    underlying equity security, although the higher yield tends
                    to make the convertible security less volatile than the
                    underlying equity security. As with debt securities, the
                    market value of convertible securities tends to decrease as
                    interest rates rise and increase as interest rates decline.
                    While convertible securities generally offer lower interest
                    or dividend yields than non-convertible debt securities of
                    similar quality, they offer investors the potential to
                    benefit from increases in the market prices of the
                    underlying common stock. Convertible debt securities that
                    are rated Baa3 or lower by Moody's or BBB- or lower by S&P
                    or Fitch and comparable unrated securities may share some or
                    all of the risks of debt securities with those ratings.

Depositary          Depositary receipts may not necessarily be denominated in
Receipts and        the same currency as the underlying securities into which
Securities of       they may be converted. In addition, the issuers of the stock
Supranational       of unsponsored depositary receipts are not obligated to
Entities            disclose material information in the United States and,
                    therefore, there may not be a correlation between such
                    information and the market value of the depositary receipts.
                    ADRs are depositary receipts typically issued by an U.S.
                    bank or trust company that evidence ownership of underlying
                    securities issued by a foreign corporation. GDRs and 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 a non-U.S.
                    company. Generally, depositary receipts in registered form
                    are designed for use in the U.S. securities markets, and
                    depositary receipts in bearer form are designed for use in
                    securities markets outside of the United States. For
                    purposes of determining the country of issuance, investments
                    in depositary receipts of either type are deemed to be
                    investments in the underlying securities.


                    A supranational entity is an entity designated or supported
                    by the national government of one or more countries to
                    promote economic reconstruction or development. Examples of
                    supranational entities include the World Bank (International
                    Bank for Reconstruction and Development) and the European
                    Investment Bank. A European Currency Unit is a basket of
                    specified amounts of the currencies of the member states of
                    the European Economic Community. "Semi-governmental
                    securities" are securities issued by entities owned by
                    either a national, state or equivalent government or are
                    obligations of one of such government jurisdictions that are
                    not backed by its full faith and credit and general taxing
                    powers.

Forward             Forward commitments for the purchase or sale of securities
Commitments         may include purchases on a when-issued basis or purchases or
                    sales on a delayed delivery basis. In some cases, a forward
                    commitment may be conditioned upon the occurrence of a
                    subsequent event, such as approval and consummation of a
                    merger, corporate reorganization or debt restructuring or
                    approval of a proposed financing by appropriate authorities
                    (i.e., a "when, as and if issued" trade).


                    The Portfolios may invest significantly in
                    TBA-mortgage-backed securities. A TBA or "To Be Announced"
                    trade represents a contract for the purchase or sale of
                    mortgage-backed securities to be delivered at a future
                    agreed-upon date; however, the specific mortgage pool
                    numbers or the number of pools that will be delivered to
                    fulfill the trade obligation or terms of the contract are
                    unknown at the time of the trade. Mortgage pools (including
                    fixed rate or variable rate mortgages) guaranteed by GNMA,
                    FNMA or FHLMC are subsequently allocated to the TBA
                    transactions.

                    When forward commitments with respect to fixed-income
                    securities are negotiated, the price, which is generally
                    expressed in yield terms, is fixed at the time the
                    commitment is made, but payment for and delivery of the
                    securities take place at a later date. Securities purchased
                    or sold under a forward commitment are subject to market
                    fluctuation and no interest or dividends accrue to the
                    purchaser prior to the settlement date. The use of forward
                    commitments helps a Portfolio to protect against anticipated
                    changes in interest rates and prices.

Illiquid            Under current SEC Guidelines, the Portfolios limit their
Securities          investments in illiquid securities to 15% of their net
                    assets. The term "illiquid securities" for this purpose
                    means securities that cannot be disposed of within seven
                    days in the ordinary course of business at approximately the
                    amount a Portfolio has valued the securities. A Portfolio
                    that invests in illiquid securities may not be able to sell
                    such securities and may not be able to realize their full
                    value upon sale. Restricted securities (securities subject
                    to legal or contractual restrictions on resale) may be
                    illiquid. Some restricted securities (such as securities
                    issued pursuant to Rule 144A under the Securities Act of
                    1933 or certain commercial paper) may be treated as liquid,
                    although they may be less liquid than registered securities
                    traded on established secondary markets.

Indexed             Indexed commercial paper may have its principal linked to
Commercial          changes in foreign currency exchange rates whereby its
Paper               principal amount is adjusted upwards or downwards (but not
                    below zero) at maturity to reflect changes in the referenced
                    exchange rate. A Portfolio will receive interest and
                    principal payments on such commercial paper in the currency
                    in which such commercial paper is denominated, but the
                    amount of principal payable by the issuer at maturity will
                    change in proportion to the change (if any) in the exchange
                    rate between the two specified currencies between the date
                    the instrument is issued and the date the instrument
                    matures. While such commercial paper entails the risk of
                    loss of principal, the potential for realizing gains as a
                    result of changes in foreign currency exchange rates enables
                    a Portfolio to hedge (or cross-hedge) against a decline in
                    the U.S. Dollar value of investments denominated in foreign
                    currencies while providing an attractive money market rate
                    of return. A Portfolio will purchase such commercial paper
                    for hedging purposes only, not for speculation.

Investment          Subject to the restrictions and limitations of the 1940 Act,
in Other            a Portfolio may invest in other investment companies whose
Investment          investment objectives and policies are substantially similar
Companies           to those of the Portfolio. If a Portfolio acquires shares in
                    investment companies, shareholders would bear indirectly,
                    the expenses of such investment companies (including
                    management and advisory fees), which are in addition to the
                    Portfolio's expenses. A Portfolio may also invest in
                    exchange traded Portfolios, subject to the restrictions and
                    limitations of the 1940 Act.

Loans of            For the purposes of achieving income, a Portfolio may make
Portfolio           secured loans of portfolio securities to brokers, dealers
Securities          and financial institutions, provided a number of conditions
                    are satisfied, including that the loan is fully
                    collateralized. Securities lending involves the possible
                    loss of rights in the collateral or delay in the recovery of
                    collateral if the borrower fails to return the securities
                    loaned or becomes insolvent. When a Portfolio lends
                    securities, its investment performance will continue to
                    reflect changes in the value of the securities loaned, and
                    the Portfolio will also receive a fee or interest on the
                    collateral. The Portfolio may pay reasonable finders',
                    administrative, and custodial fees in connection with a
                    loan.


Loan                The Portfolios may invest in loan participations and
Participations      assignments of all or a portion of loans from third parties.
and Assignments     When a Portfolio invests in loan participations, it
                    typically will have a contractual relationship only with the
                    lender and not with the borrower. This means that the
                    Portfolio will assume the credit risk posed by the lender as
                    well as the credit risk posed by the borrower. It will also
                    only be able to enforce its rights through the lender. In
                    addition to credit risks, loan participations, and
                    assignments involve interest rate risk and liquidity risk.
                    The lack of a liquid secondary market for participations and
                    assignments also may make it more difficult for the
                    Portfolio to assign a value to these investments for
                    purposes of valuing the Portfolio's portfolio and
                    calculating its net asset value.

Mortgage-Related    A Portfolio may invest in mortgage-related or other
and Other           asset-backed securities. Mortgage-related securities include
Asset-Backed        mortgage pass-through securities, collateralized mortgage
Securities          obligations ("CMOs"), commercial mortgage-backed securities,
                    mortgage dollar rolls, CMO residuals, stripped
                    mortgage-backed securities ("SMBSs") and other securities
                    that directly or indirectly represent a participation in or
                    are secured by and payable from mortgage loans on real
                    property.

                    The value of mortgage-related or asset-backed securities may
                    be particularly sensitive to changes in prevailing interest
                    rates. Early prepayments of principal on some
                    mortgage-related securities may occur during periods of
                    falling mortgage interest rates and expose a Portfolio to a
                    lower rate of return upon reinvestment of principal. Early
                    payments associated with mortgage-related securities cause
                    these securities to experience significantly greater price
                    and yield volatility than is experienced by traditional
                    fixed-income securities. During periods of rising interest
                    rates, a reduction in prepayments may increase the effective
                    life of mortgage-related securities, subjecting them to
                    greater risk of decline in market value in response to
                    rising interest rates. If the life of a mortgage-related
                    security is inaccurately predicted, a Portfolio may not be
                    able to realize the rate of return it expected.

                    One type of SMBS has one class receiving all of the interest
                    from the mortgage assets (the interest-only, or "IO" class),
                    while the other class will receive all of the principal (the
                    principal-only, or "PO" class). The yield to maturity on an
                    IO class is extremely sensitive to the rate of principal
                    payments (including prepayments) on the underlying mortgage
                    assets, and a rapid rate of principal payments may have a
                    material adverse effect on a Portfolio's yield to maturity
                    from these securities.

                    Each Portfolio may invest in collateralized debt obligations
                    ("CDOs"), which includes collateralized bond obligations
                    ("CBOs"), collateralized loan obligations ("CLOs"), and
                    other similarly structured securities. CBOs and CLOs are
                    types of asset-backed securities. A CBO is a trust, which is
                    backed by a diversified pool of high-risk, below investment
                    grade fixed-income securities. A CLO is a trust typically
                    collateralized by a pool of loans, which may include, among
                    others, domestic and foreign senior secured loans, senior
                    unsecured loans, and subordinate corporate loans, including
                    loans that may be rated below investment grade or equivalent
                    unrated loans. The Portfolios may invest in other
                    asset-backed securities that have been offered to investors.

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

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

                    Utility companies historically have been subject to the
                    risks of increases in fuel and other operating costs, high
                    interest costs, costs associated with compliance with
                    environmental and nuclear safety regulations, service
                    interruptions, economic slowdowns, surplus capacity,
                    competition, and regulatory changes. There also can be no
                    assurance that regulatory policies or accounting standards
                    changes will not negatively affect utility companies'
                    earnings or dividends. Utility companies are subject to
                    regulation by various authorities and may be affected by the
                    imposition of special tariffs and changes in tax laws. To
                    the extent that rates are established or reviewed by
                    governmental authorities, utility companies are subject to
                    the risk that such authorities will not authorize increased
                    rates. Because of the Portfolio's policy of concentrating
                    its investments in utility companies, the Portfolio is more
                    susceptible than most other mutual Portfolios to economic,
                    political or regulatory occurrences affecting the utilities
                    industry.


                    Non-U.S. utility companies, like those in the U.S., are
                    generally subject to regulation, although the regulation may
                    or may not be comparable to domestic regulations. Non-U.S.
                    utility companies in certain countries may be more heavily
                    regulated by their respective governments than utility
                    companies located in the U.S. As in the U.S., non-U.S.
                    utility companies generally are required to seek government
                    approval for rate increases. In addition, many non-U.S.
                    utility companies use fuels that cause more pollution than
                    those used in the U.S. and may yet be required to invest in
                    pollution control equipment. Non-U.S. utility regulatory
                    systems vary from country to country and may evolve in ways
                    different from regulation in the U.S. The percentage of the
                    Portfolio's assets invested in issuers of particular
                    countries will vary.

Repurchase          Each Portfolio may enter into repurchase agreements in which
Agreements          a Portfolio purchases a security from a bank or
                    broker-dealer, which agrees to repurchase the security from
                    the Portfolio at an agreed-upon future date, normally a day
                    or a few days later. The resale price is greater than the
                    purchase price, reflecting an agreed-upon interest rate for
                    the period the buyer's money is invested in the security.
                    Such agreements permit a Portfolio to keep all of its assets
                    at work while retaining "overnight" flexibility in pursuit
                    of investments of a longer-term nature. If the bank or
                    broker-dealer defaults on its repurchase obligation, a
                    Portfolio would suffer a loss to the extent that the
                    proceeds from the sale of the security were less than the
                    repurchase price.

Reverse             Each Portfolio may enter into reverse purchase agreements
Repurchase          and dollar rolls, subject to the Portfolio's limitations on
Agreements,         borrowings. A reverse repurchase agreement or dollar roll
Dollar Rolls        involves the sale of a security by a Portfolio and its
and Other           agreement to repurchase the instrument at a specified time
Borrowings          and price, and may be considered a form of borrowing for
                    some purposes. Reverse repurchase agreements, dollar rolls
                    and other forms of borrowings may create leveraging risk for
                    a Portfolio. In addition, reverse repurchase agreements and
                    dollar rolls involve the risk that the market value of the
                    securities a Portfolio is obligated to repurchase may
                    decline below the purchase price.

                    Dollar rolls involve sales by a Portfolio of securities for
                    delivery in the current month and the Portfolio's
                    simultaneously contracting to repurchase substantially
                    similar (same type and coupon) securities on a specified
                    future date. During the roll period, a Portfolio forgoes
                    principal and interest paid on the securities. A Portfolio
                    is compensated by the difference between the current sales
                    price and the lower forward price for the future purchase
                    (often referred to as the "drop") as well as by the interest
                    earned on the cash proceeds of the initial sale.

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

Rights              Rights and warrants are option securities permitting their
and Warrants        holders to subscribe for other securities. Rights are
                    similar to warrants except that they have a substantially
                    shorter duration. Rights and warrants do not carry with them
                    dividend or voting rights with respect to the underlying
                    securities, or any rights in the assets of the issuer. As a
                    result, an investment in rights and warrants may be
                    considered more speculative than certain other types of
                    investments. In addition, the value of a right or a warrant
                    does not necessarily change with the value of the underlying
                    securities, and a right or a warrant ceases to have value if
                    it is not exercised prior to its expiration date.

Short Sales         The Portfolios may make short sales a part of overall
                    portfolio management or to offset a potential decline in the
                    value of a security. A short sale involves the sale of a
                    security that a Portfolio does not own, or if the Portfolio
                    owns the security, is not to be delivered upon consummation
                    of the sale. When the Portfolio makes a short sale of a
                    security that it does not own, it must borrow from a
                    broker-dealer the security sold short and deliver the
                    security to the broker-dealer upon conclusion of the short
                    sale.


                    If the price of the security sold short increases between
                    the time of the short sale and the time a Portfolio replaces
                    the borrowed security, the Portfolio will incur a loss;
                    conversely, if the price declines, the Portfolio will
                    realize a short-term capital gain. Although a Portfolio's
                    gain is limited to the price at which it sold the security
                    short, its potential loss is theoretically unlimited.

Standby             Standby commitment agreements are similar to put options
Commitment          that commit a Portfolio, for a stated period of time, to
Agreements          purchase a stated amount of a security that may be issued
                    and sold to the Portfolio at the option of the issuer. The
                    price and coupon of the security are fixed at the time of
                    the commitment. At the time of entering into the agreement,
                    the Portfolio is paid a commitment fee regardless of whether
                    the security ultimately is issued. The Portfolios will enter
                    into such agreements only for the purpose of investing in
                    the security underlying the commitment at a yield and price
                    considered advantageous and unavailable on a firm commitment
                    basis.

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

Structured          The Portfolios may invest securities issued in structured
Securities          financing transactions, which generally involve aggregating
                    types of debt assets in a pool or special purpose entity and
                    then issuing new securities. Types of structured financings
                    include securities described elsewhere in this Prospectus,
                    such as mortgage-related and other asset-backed securities.
                    The Portfolios' investments include investments in
                    structured securities that represent interests in entities
                    organized and operated solely for the purpose of
                    restructuring the investment characteristics of sovereign
                    debt obligations. This type of restructuring involves the
                    deposit with or purchase by an entity, such as a corporation
                    or trust, of specified instruments (such as commercial bank
                    loans) and the issuance by that entity of one or more
                    classes of structured securities backed by, or representing
                    interests in, the underlying instruments. Because these
                    types of structured securities typically involve no credit
                    enhancement, their credit risk generally will be equivalent
                    to that of the underlying instruments.

Variable,           Variable and floating rate securities pay interest at rates
Floating and        that are adjusted periodically, according to a specified
Inverse Floating    formula. A "variable" interest rate adjusts at predetermined
Rate Instruments    intervals (e.g., daily, weekly or monthly), while a
                    "floating" interest rate adjusts whenever a specified
                    benchmark rate (such as the bank prime lending rate)
                    changes.

                    The Portfolios may also invest in inverse floating rate debt
                    instruments ("inverse floaters"). The interest rate on an
                    inverse floater resets in the opposite direction from the
                    market rate of interest to which the inverse floater is
                    indexed. An inverse floater may have greater volatility in
                    market value, in that, during periods of rising interest
                    rates, the market values of inverse floaters will tend to
                    decrease more rapidly than those of fixed rate securities.

Zero Coupon and     Zero coupon securities and principal-only (PO) securities
Principal-Only      are debt securities that have been issued without interest
Securities          coupons or stripped of their unmatured interest coupons, and
                    include receipts or certificates representing interests in
                    such stripped debt obligations and coupons. Such a security
                    pays no interest to its holder during its life. Its value to
                    an investor consists of the difference between its face
                    value at the time of maturity and the price for which it was
                    acquired, which is generally an amount significantly less
                    than its face value. Such securities usually trade at a deep
                    discount from their face or par value and are subject to
                    greater fluctuations in market value in response to changing
                    interest rates than debt obligations of comparable
                    maturities and credit quality that make current
                    distributions of interest. On the other hand, because there
                    are no periodic interest payments to be reinvested prior to
                    maturity, these securities eliminate reinvestment risk and
                    "lock in" a rate of return to maturity.

Foreign             Investing in foreign securities involves special risks and
(Non-U.S.)          considerations not typically associated with investing in
Securities          U.S. securities. The securities markets of many foreign
                    countries are relatively small, with the majority of market
                    capitalization and trading volume concentrated in a limited
                    number of companies representing a small number of
                    industries. A Portfolio that invests in foreign fixed-income
                    securities may experience greater price volatility and
                    significantly lower liquidity than a portfolio invested
                    solely in securities of U.S. companies. These markets may be
                    subject to greater influence by adverse events generally
                    affecting the market, and by large investors trading
                    significant blocks of securities, than is usual in the
                    United States.


                    Securities registration, custody, and settlements may in
                    some instances be subject to delays and legal and
                    administrative uncertainties. Foreign investment in the
                    securities markets of certain foreign countries is
                    restricted or controlled to varying degrees. These
                    restrictions or controls may at times limit or preclude
                    investment in certain securities and may increase the cost
                    and expenses of a Portfolio. In addition, the repatriation
                    of investment income, capital or the proceeds of sales of
                    securities from certain of the countries is controlled under
                    regulations, including in some cases the need for certain
                    advance government notification or authority, and if a
                    deterioration occurs in a country's balance of payments, the
                    country could impose temporary restrictions on foreign
                    capital remittances.

                    A Portfolio also could be adversely affected by delays in,
                    or a refusal to grant, any required governmental approval
                    for repatriation, as well as by the application to it of
                    other restrictions on investment. Investing in local markets
                    may require a Portfolio to adopt special procedures or seek
                    local governmental approvals or other actions, any of which
                    may involve additional costs to a Portfolio. These factors
                    may affect the liquidity of a Portfolio's investments in any
                    country and the Adviser will monitor the effect of any such
                    factor or factors on a Portfolio's investments. Transaction
                    costs including brokerage commissions for transactions both
                    on and off the securities exchanges in many foreign
                    countries are generally higher than in the U.S.

                    Issuers of securities in foreign jurisdictions are generally
                    not subject to the same degree of regulation as are U.S.
                    issuers with respect to such matters as insider trading
                    rules, restrictions on market manipulation, shareholder
                    proxy requirements, and timely disclosure of information.
                    The reporting, accounting, and auditing standards of foreign
                    countries may differ, in some cases significantly, from U.S.
                    standards in important respects, and less information may be
                    available to investors in foreign securities than to
                    investors in U.S. securities. Substantially less information
                    is publicly available about certain non-U.S. issuers than is
                    available about most U.S. issuers.

                    The economies of individual foreign countries may differ
                    favorably or unfavorably from the U.S. economy in such
                    respects as growth of gross domestic product or gross
                    national product, rate of inflation, capital reinvestment,
                    resource self-sufficiency, and balance of payments position.
                    Nationalization, expropriation or confiscatory taxation,
                    currency blockage, political changes, government regulation,
                    political or social instability, revolutions, wars or
                    diplomatic developments could affect adversely the economy
                    of a foreign country. In the event of nationalization,
                    expropriation, or other confiscation, a Portfolio could lose
                    its entire investment in securities in the country involved.
                    In addition, laws in foreign countries governing business
                    organizations, bankruptcy and insolvency may provide less
                    protection to security holders such as the Portfolio than
                    that provided by U.S. laws.

                    The Adviser believes that, except for currency fluctuations
                    between the U.S. Dollar and the Canadian Dollar, the matters
                    described above are not likely to have a material adverse
                    effect on any Portfolio's investments in the securities of
                    Canadian issuers or investments denominated in Canadian
                    Dollars. The factors described above are more likely to have
                    a material adverse effect on the Portfolio's investments in
                    the securities of Mexican and other non-Canadian foreign
                    issuers, including investments in securities denominated in
                    Mexican Pesos or other non-Canadian foreign currencies. If
                    not hedged, however, currency fluctuations could affect the
                    unrealized appreciation and depreciation of Canadian
                    Government securities as expressed in U.S. Dollars.

                    Some of the Portfolios may invest substantial amounts of
                    their assets in issuers located in the United Kingdom,
                    Japan, Canada, Mexico and Brazil. Please refer to Appendix B
                    for a discussion of risks associated with investments in
                    these countries.

                    Investments in securities of companies in emerging markets
                    involve special risks. There are approximately 100 countries
                    identified by the World Bank as Low Income, Lower Middle
                    Income and Upper Middle Income countries that are generally
                    regarded as Emerging Markets. Emerging market countries that
                    the Adviser currently considers for investment are listed
                    below. Countries may be added to or removed from this list
                    at any time.


                    Algeria               Hong Kong            Philippines
                    Argentina             Hungary              Poland
                    Belize                India                Qatar
                    Brazil                Indonesia            Romania
                    Bulgaria              Israel               Russia
                    Chile                 Jamaica              Singapore
                    China                 Jordan               Slovakia
                    Colombia              Kazakhstan           Slovenia
                    Costa Rica            Korea                South Africa
                    Cote D'Ivoire         Lebanon              Thailand
                    Croatia               Malaysia             Trinidad & Tobago
                    Czech Republic        Mexico               Tunisia
                    Dominican Republic    Morocco              Turkey
                    Ecuador               Nigeria              Ukraine
                    Egypt                 Pakistan             Uruguay
                    El Salvador           Panama               Venezuela
                    Guatemala             Peru                 Vietnam

                    Investing in emerging market securities imposes risks
                    different from, or greater than, risks of investing in
                    domestic securities or in foreign, developed countries.
                    These risks include: smaller market capitalization of
                    securities markets, which may suffer periods of relative
                    illiquidity; significant price volatility; restrictions on
                    foreign investment; and possible repatriation of investment
                    income and capital. In addition, foreign investors may be
                    required to register the proceeds of sales; future economic
                    or political crises could lead to price controls, forced
                    mergers, expropriation or confiscatory taxation, seizure,
                    nationalization, or creation of government monopolies. The
                    currencies of emerging market countries may experience
                    significant declines against the U.S. dollar, and
                    devaluation may occur subsequent to investments in these
                    currencies by a Portfolio. Inflation and rapid fluctuations
                    in inflation rates have had, and may continue to have,
                    negative effects on the economies and securities markets of
                    certain emerging market countries.

                    Additional risks of emerging markets securities may include:
                    greater social, economic and political uncertainty and
                    instability; more substantial governmental involvement in
                    the economy; less governmental supervision and regulation;
                    unavailability of currency hedging techniques; companies
                    that are newly organized and small; differences in auditing
                    and financial reporting standards, which may result in
                    unavailability of material information about issuers; and
                    less developed legal systems. In addition, emerging
                    securities markets may have different clearance and
                    settlement procedures, which may be unable to keep pace with
                    the volume of securities transactions or otherwise make it
                    difficult to engage in such transactions. Settlement
                    problems may cause a Portfolio to miss attractive investment
                    opportunities, hold a portion of its assets in cash pending
                    investment, or be delayed in disposing of a portfolio
                    security. Such a delay could result in possible liability to
                    a purchaser of the security.

                    Investment in Privatized Enterprises by AllianceBernstein
                    International Growth Portfolio. In certain jurisdictions,
                    the ability of foreign entities, such as the Portfolio, to
                    participate in privatizations may be limited by local law,
                    or the price or terms on which the Portfolio may be able to
                    participate may be less advantageous than for local
                    investors. Moreover, there can be no assurance that
                    governments that have embarked on privatization programs
                    will continue to divest their ownership of state
                    enterprises, or that proposed privatizations will be
                    successful or that governments will not re-nationalize
                    enterprises that have been privatized. Furthermore, in the
                    case of certain of the enterprises in which the Portfolio
                    may invest, large blocks of the stock of those enterprises
                    may be held by a small group of stockholders, even after the
                    initial equity offerings by those enterprises. The sale of
                    some portion or all of those blocks could have an adverse
                    effect on the price of the stock of any such enterprise.


Foreign             A Portfolio that invests some portion of its assets in
(Non-U.S.)          securities denominated in, and receives revenues in, foreign
Currencies          currencies will be adversely affected by reductions in the
                    value of those currencies relative to the U.S. Dollar.
                    Foreign currency exchange rates may fluctuate significantly.
                    They are determined by supply and demand in the foreign
                    exchange markets, the relative merits of investments in
                    different countries, actual or perceived changes in interest
                    rates, and other complex factors. Currency exchange rates
                    also can be affected unpredictably by intervention (or the
                    failure to intervene) by U.S. or foreign governments or
                    central banks or by currency controls or political
                    developments. In light of these risks, a Portfolio may
                    engage in certain currency hedging transactions, as
                    described above, which involve certain special risks.

Fixed-Income        The value of each Portfolio's shares will fluctuate with the
Securities          value of its investments. The value of each Portfolio's
                    investments will change as the general level of interest
                    rates fluctuates. During periods of falling interest rates,
                    the values of a Portfolio's securities will generally rise,
                    although if falling interest rates are viewed as a precursor
                    to a recession, the values of a Portfolio's securities may
                    fall along with interest rates. Conversely, during periods
                    of rising interest rates, the values of a Portfolio's
                    securities will generally decline. Changes in interest rates
                    have a greater effect on fixed-income securities with longer
                    maturities and durations than those with shorter maturities
                    and durations.

Effects of          The Portfolios may use borrowings for investment purposes
Borrowing           subject to the limits imposed by the 1940 Act, which is up
                    to 33?% of a Portfolio's assets. Borrowings by a Portfolio
                    result in leveraging of the Portfolio's shares. Utilization
                    of leverage, which is usually considered speculative,
                    involves certain risks to a Portfolio's shareholders. These
                    include a higher volatility of the net asset value of a
                    Portfolio's shares and the relatively greater effect on the
                    net asset value of the shares. So long as a Portfolio is
                    able to realize a net return on its investment portfolio
                    that is higher than the interest expense paid on borrowings,
                    the effect of leverage will be to cause the Portfolio's
                    shareholders to realize a higher current net investment
                    income than if the Portfolio were not leveraged. If the
                    interest expense on borrowings approaches the net return on
                    a Portfolio's investment portfolio, the benefit of leverage
                    to the Portfolio's shareholders will be reduced. If the
                    interest expense on borrowings were to exceed the net return
                    to shareholders, a Portfolio's use of leverage would result
                    in a lower rate of return. Similarly, the effect of leverage
                    in a declining market could be a greater decrease in net
                    asset value per share. In an extreme case, if a Portfolio's
                    current investment income were not sufficient to meet the
                    interest expense on borrowings, it could be necessary for
                    the Portfolio to liquidate certain of its investments and
                    reduce the net asset value of a Portfolio's shares.

                    In the event of an increase in rates on U.S. Government
                    securities or other changed market conditions, to the point
                    where leverage could adversely affect a Portfolios'
                    shareholders, as noted above, or in anticipation of such
                    changes, each Portfolio may increase the percentage of its
                    investment portfolio invested in U.S. Government securities,
                    which would tend to offset the negative impact of leverage
                    on Portfolio shareholders. A Portfolio may also reduce the
                    degree to which it is leveraged by repaying amounts
                    borrowed.

Investment in       Investments in securities rated below investment grade may
Below Investment    be subject to greater risk of loss of principal and interest
Grade               than higher-rated securities. These securities are also
Fixed-Income        generally considered to be subject to greater market risk
Securities          than higher-rated securities. The capacity of issuers of
                    these securities to pay interest and repay principal is more
                    likely to weaken than is that of issuers of higher-rated
                    securities in times of deteriorating economic conditions or
                    rising interest rates. In addition, below investment grade
                    securities may be more susceptible to real or perceived
                    adverse economic conditions than investment grade
                    securities.

                    The market for these securities may be thinner and less
                    active than that for higher-rated securities, which can
                    adversely affect the prices at which these securities can be
                    sold. To the extent that there is no established secondary
                    market for these securities, a Portfolio may experience
                    difficulty in valuing such securities and, in turn, the
                    Portfolio's assets.


Unrated             A Portfolio may invest in unrated securities when the
Securities          Adviser believes that the financial condition of the issuers
                    of such securities, or the protection afforded by the terms
                    of the securities themselves, limits the risk to the
                    Portfolio to a degree comparable to that of rated securities
                    that are consistent with the Portfolio's objective and
                    policies.

Sovereign           No established secondary markets may exist for many of the
Debt Obligations    sovereign debt obligations. Reduced secondary market
                    liquidity may have an adverse effect on the market price and
                    a Portfolio's ability to dispose of particular instruments
                    when necessary to meet its liquidity requirements or in
                    response to specific economic events such as a deterioration
                    in the creditworthiness of the issuer. Reduced secondary
                    market liquidity for certain sovereign debt obligations may
                    also make it more difficult for a Portfolio to obtain
                    accurate market quotations for the purpose of valuing its
                    portfolio. Market quotations are generally available on many
                    sovereign debt obligations only from a limited number of
                    dealers and may not necessarily represent firm bids of those
                    dealers or prices for actual sales.

                    By investing in sovereign debt obligations, the Portfolios
                    will be exposed to the direct or indirect consequences of
                    political, social, and economic changes in various
                    countries. Political changes in a country may affect the
                    willingness of a foreign government to make or provide for
                    timely payments of its obligations. The country's economic
                    status, as reflected in, among other things, its inflation
                    rate, the amount of its external debt and its gross domestic
                    product, will also affect the government's ability to honor
                    its obligations.

                    The Portfolios are permitted to invest in sovereign debt
                    obligations that are not current in the payment of interest
                    or principal or are in default so long as the Adviser
                    believes it to be consistent with the Portfolios' investment
                    objectives. The Portfolios may have limited legal recourse
                    in the event of a default with respect to certain sovereign
                    debt obligations it holds. For example, remedies from
                    defaults on certain sovereign debt obligations, unlike those
                    on private debt, must, in some cases, be pursued in the
                    courts of the defaulting party itself. Legal recourse
                    therefore may be significantly diminished. Bankruptcy,
                    moratorium, and other similar laws applicable to issuers of
                    sovereign debt obligations may be substantially different
                    from those applicable to issuers of private debt
                    obligations. The political context, expressed as the
                    willingness of an issuer of sovereign debt obligations to
                    meet the terms of the debt obligation, for example, is of
                    considerable importance. In addition, no assurance can be
                    given that the holders of commercial bank debt will not
                    contest payments to the holders of securities issued by
                    foreign governments in the event of default under commercial
                    bank loan agreements.

U.S. and            A Portfolio's investment in foreign securities may be
Foreign Taxes       subject to taxes withheld at the source on dividend or
                    interest payments. Foreign taxes paid by a Portfolio may be
                    creditable or deductible by U.S. shareholders for U.S.
                    income tax purposes. No assurance can be given that
                    applicable tax laws and interpretations will not change in
                    the future. Moreover, non-U.S. investors may not be able to
                    credit or deduct such foreign taxes.

Additional Risk     Sustained increases in interest rates can adversely affect
Considerations      the availability and cost of funds for a bank's lending
for Investments     activities, and a deterioration in general economic
in the Banking      conditions could increase the exposure to credit losses. The
Industry            banking industry is also subject to the effects of the
                    concentration of loan portfolios in particular businesses
                    such as real estate, energy, agriculture or high
                    technology-related companies; competition within those
                    industries as well as with other types of financial
                    institutions; and national and local governmental
                    regulation. In addition, a Portfolio's investments in
                    commercial banks located in several foreign countries are
                    subject to additional risks due to the combination in such
                    banks of commercial banking and diversified securities
                    activities. As discussed above, however, a Portfolio will
                    seek to minimize their exposure to such risks by investing
                    only in debt securities which are determined to be of high
                    quality.

U.S. Corporate      The U.S. corporate fixed-income securities in which certain
Fixed Income        Portfolios invest may include securities issued in
                    connection with corporate restructurings such as takeovers
                    or leveraged buyouts, which may pose particular risks.
                    Securities issued to finance corporate restructurings may
                    have special credit risks due to the highly leveraged
                    conditions of the issuer. In addition, such issuers may lose
                    experienced management as a result of the restructuring.
                    Furthermore, the market price of such securities may be more
                    volatile to the extent that expected benefits from the
                    restructuring do not materialize. The Portfolios may also
                    invest in U.S. corporate fixed-income securities that are
                    not current in the payment of interest or principal or are
                    in default, so long as the Adviser believes such investment
                    is consistent with the Portfolio's investment objectives.
                    The Portfolios' rights with respect to defaults on such
                    securities will be subject to applicable U.S. bankruptcy,
                    moratorium and other similar laws.


Future              A Portfolio may take advantage of other investment practices
Developments        that are not currently contemplated for use by the
                    Portfolio, or are not available but may yet be developed, to
                    the extent such investment practices are consistent with the
                    Portfolio's investment objective and legally permissible for
                    the Portfolio. Such investment practices, if they arise, may
                    involve risks that are different from or exceed those
                    involved in the practices described above.

Changes in          The Portfolio's Board of Directors may change a Portfolio's
Investment          investment objective without shareholder approval. The
Objectives          Portfolio will provide shareholders with 60 days' prior
and Policies        written notice of any change to the Portfolio's investment
                    objective. Unless otherwise noted, all other investment
                    policies of a Portfolio may be changed without shareholder
                    approval.

General             The successful use of the investment practices described
                    above draws upon the Adviser's special skills and experience
                    and usually depends on the Adviser's ability to forecast
                    price movements, interest rates, or currency exchange rate
                    movements correctly. Should interest rates, prices or
                    exchange rates move unexpectedly, a Portfolio may not
                    achieve the anticipated benefits of the transactions or may
                    realize losses and thus be in a worse position than if such
                    strategies had not been used. Unlike many exchange-traded
                    futures contracts and options on futures contracts, there
                    are no daily price fluctuation limits for certain options on
                    currencies and forward contracts, and adverse market
                    movements could therefore continue to an unlimited extent
                    over a period of time. In addition, the correlation between
                    movements in the prices of such instruments and movements in
                    the prices of the securities and currencies hedged or used
                    for cover will not be perfect and could produce
                    unanticipated losses.

Portfolio           The portfolio turnover rate for each Portfolio is included
Turnover            in the Financial Highlights section. Generally, the
                    Portfolios are actively managed and a Portfolio's portfolio
                    turnover may exceed 100%, in some cases in response to
                    market conditions or as otherwise discussed with respect to
                    a specific Portfolio. A higher rate of portfolio turnover
                    increases brokerage and other expenses, which must be borne
                    by the Portfolio and its shareholders. High portfolio
                    turnover also may result in the realization of net
                    short-term capital gains, which, when distributed, are
                    taxable to shareholders.

Temporary           For temporary defensive purposes to attempt to respond to
Defensive           adverse market, economic, political or other conditions,
Position            each Portfolio may invest in certain types of short-term,
                    liquid, investment grade or high quality (depending on the
                    Portfolio) debt securities. While a Portfolio is investing
                    for temporary defensive purposes, it may not meet its
                    investment objectives.

Portfolio           The Adviser publishes a complete schedule of the portfolio
Holdings            holdings for each Portfolio quarterly at
                    www.AllianceBernstein.com (click on the U.S. Investor link
                    and then on the Pricing & Performance quick line to select
                    the Underlying Portfolio). The Adviser posts the schedule on
                    the website 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. In addition, the Adviser may post
                    information about the number of securities a Portfolio
                    holds, a summary of a Portfolio's top ten holdings
                    (including name and the percentage of the Portfolio's assets
                    invested in each holding), and a percentage breakdown of a
                    Portfolio's investments by country, sector and industry, as
                    applicable. A Portfolio's SAI includes a description of the
                    policies and procedures that apply to disclosure of each
                    Portfolio's portfolio holdings.




MANAGEMENT OF THE PORTFOLIOS
--------------------------------------------------------------------------------

INVESTMENT ADVISER

Each Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the Americas,
New York, New York 10105. The Adviser is a leading international investment
adviser managing client accounts with assets as of December 31, 2005, totaling
approximately $579 billion (of which approximately $75 billion represented
assets of investment companies). As of December 31, 2005, the Adviser managed
retirement assets for many of the largest public and private employee benefit
plans (including 37 of the nation's FORTUNE 100 companies), for public employee
retirement Portfolios in 37 states, for investment companies, and for
foundations, endowments, banks and insurance companies world-wide. The 43
registered investment companies, managed by the Adviser, comprising 120 separate
investment portfolios, currently have approximately 4.1 million shareholder
accounts.

The Adviser provides investment advisory services and order placement facilities
for the Portfolios. For these advisory services, for the fiscal year ended
December 31, 2005, the Portfolios paid the Adviser as a percentage of average
daily net assets:

                                                         Fee as a percentage of
Portfolio                                              average daily net assets
---------                                              ------------------------

AllianceBernstein Money Market Portfolio                          [___]%
AllianceBernstein Large Cap Growth Portfolio                      [___]%
AllianceBernstein Growth and Income Portfolio                     [___]%
AllianceBernstein U.S. Government/High Grade
  Securities Portfolio                                            [___]%
AllianceBernstein High Yield Portfolio                            [___]%
AllianceBernstein Balanced Shares Portfolio                       [___]%
AllianceBernstein International Research Growth Portfolio         [___]%
AllianceBernstein Global Bond Portfolio                           [___]%
AllianceBernstein Americas Government Income Portfolio            [___]%
AllianceBernstein Global Dollar Government Portfolio              [___]%
AllianceBernstein Utility Income Portfolio                        [___]%
AllianceBernstein Growth Portfolio                                [___]%
AllianceBernstein International Growth Portfolio                  [___]%
AllianceBernstein Global Technology Portfolio                     [___]%
AllianceBernstein Small Cap Growth Portfolio                      [___]%
AllianceBernstein Real Estate Investment Portfolio                [___]%
AllianceBernstein International Value Portfolio                   [___]%
AllianceBernstein Small/Mid Cap Value Portfolio                   [___]%
AllianceBernstein Value Portfolio                                 [___]%
AllianceBernstein U.S. Large Cap Blended Style Portfolio(a)       [___]%
AllianceBernstein Wealth Appreciation Strategy Portfolio(b)       [___]%
AllianceBernstein Balanced Wealth Strategy Portfolio(c)           [___]%
AllianceBernstein Global Research Growth Portfolio[(d)]           [___]%

----------
(a)  Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of average daily net assets would have been [___]%.

(b)  Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of daily net assets would have been [___]%.

(c)  Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of daily net assets would have been [___]%.

[(d) Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of daily net assets would have been [___]%.]


A discussion regarding the basis for the Board of Directors' approval of each
Portfolio's investment advisory agreement is available in a Portfolio's annual
report to shareholders for the fiscal year ended shown in the table above.

The Adviser may act as an investment adviser to other persons, firms, or
corporations, including investment companies, hedge funds, pension funds, and
other institutional investors. The Adviser may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from the Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of a Portfolio. The Adviser
may, from time to time, make recommendations that result in the purchase or sale
of a particular security by its other clients simultaneously with a Portfolio.
If transactions on behalf of more than one client during the same period
increase the demand for securities being purchased or the supply of securities
being sold, there may be an adverse effect on price or quantity. 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 a Portfolio. When two or more of the clients of the Adviser
(including a Portfolio) are purchasing or selling the same security on a given
day from the same broker-dealer, such transactions may be averaged as to price.

PORTFOLIO MANAGERS

The day-to-day management and investment decisions for the AllianceBernstein
Large Cap Growth Portfolio are made by the Adviser's U.S. Large Cap Growth
Investment Team. The U.S. Large Cap Growth Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff.

The following table lists the senior members of the U.S. Large Cap Growth
Investment Team with the responsibility for the day-to-day management of the
Portfolio's portfolio, the year that each person assumed joint and primary
responsibility for the Portfolio, and each person's principal occupation during
the past five years:



Employee; Year; Title                            Principal Occupation During The Past Five (5) Years
---------------------                            -------------------------------------------------------
                                              
James G. Reilly; since 2006; Executive Vice      Executive Vice President of the Adviser with which he
  President of the Adviser                       has been associated since prior to 2001.  Mr. Reilly
                                                 has been a member of the U.S. Large Cap Growth
                                                 Investment Team since 1988.

David P. Handke, Jr.; since 2006; Senior         Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.  Mr. Handke has
                                                 been a member of the U.S. Large Cap Growth Investment
                                                 Team since 1984.

Scott Wallace; since 2006; Senior Vice           Senior Vice President of the Adviser with which he has
  President of the Adviser                       been associated since prior to 2001.  Mr. Wallace has
                                                 been a member of the U.S. Large Cap Growth Investment
                                                 Team since 2001.

Michael J. Reilly; since 2006; Senior Vice       Senior Vice President of the Adviser with which he has
  President of the Adviser                       been associated since prior to 2001.  Mr. Reilly has
                                                 been a member of the U.S. Large Cap Growth Investment
                                                 Team since 1992.

Syed J. Hasnain; since 2006; Senior Vice         Senior Vice President of the Adviser with which he has
  President of the Adviser                       been associated since prior to 2001.  Mr. Hasnain has
                                                 been a member of the U.S. Large Cap Growth Investment
                                                 Team since 1994.



The management of and investment decisions for the AllianceBernstein Growth and
Income Portfolio's portfolio are made by the Adviser's Relative Value Investment
Team. The Relative Value Investment Team relies heavily on the fundamental
analysis and research of the Adviser's large internal research staff. While the
members of the team work jointly to determine the investment strategy, including
stock selection, for the Portfolio, Mr. Frank Caruso, CIO of the Adviser's
Relative Value Investment Team, is primarily responsible for the day-to-day
management of the Portfolio (since 2001). Mr. Caruso is a Senior Vice President
of the Adviser, with which he has been associated in a substantially similar
capacity to his current position since prior to 2001.

The management of and investment decisions for AllianceBernstein Balanced Shares
Portfolio's portfolio are made by the Balanced Shares Investment Team, comprised
of senior members of the Relative Value Investment Team and senior members of
the Global Credit Research Team. The Relative Value Investment Team relies
heavily on the fundamental analysis and research of the Adviser's large internal
research staff while the Global Credit Research Team relies on its own internal
research staff. While the members of the Balanced Shares Investment Team work
jointly to determine the investment strategy, as of March 1, 2005, Mr. Stephen
Pelensky of the Relative Value Investment Team is responsible for the day-to-day
management of the equity component of the Portfolio's portfolio and Mr. John
Kelley of the Global Credit Research Team is responsible for day-to-day
management of the debt component of the Portfolio's portfolio (since 2002). Mr.
Pelensky is a Senior Vice President of the Adviser with which he has been
associated in a substantially similar capacity to his current position since
prior to 2001. Mr. Kelley is a Senior Vice President of the Adviser with which
he has been associated since prior to 2001.

The management of and investment decisions for the AllianceBernstein Global
Dollar Government Portfolio's portfolio are made by the Adviser's Global Fixed
Income: Emerging Market Investment Team. The Global Fixed Income: Emerging
Market Investment Team relies heavily on the fundamental analysis and research
of the Adviser's large internal research staff. While the members of the team
work jointly to determine the investment strategy, including stock selection,
for the Portfolio, Mr. Paul DeNoon, a member of the Adviser's Global Fixed
Income: Emerging Market Investment Team, is primarily responsible for the
day-to-day management of the Portfolio (since 2002). Mr. DeNoon is a Senior Vice
President of the Adviser, with which he has been associated in a substantially
similar capacity to his current position since prior to 2001.


The day-to-day management and investment decisions for the AllianceBernstein
Utility Income Portfolio are made by Ms. Annie Tsao, Senior Vice President of
the Adviser and Research Analyst. Ms. Tsao has been responsible for the
Portfolio's investments since 2001, and has been associated with the Adviser in
a substantially similar capacity to her current position since prior to 2001.
Ms. Tsao relies heavily on the fundamental analysis and research of the
Adviser's large internal research staff.

The day-to-day management of and investment decisions for the AllianceBernstein
Growth Portfolio's portfolio are made by Mr. Alan Levi, Senior Vice President of
the Adviser. Mr. Levi has been responsible for the Portfolio's investments since
2000, and has been with the firm since prior to 2001. Mr. Levi is a member of
the Adviser's MultiCap Growth Team that collaborates actively on the management
of the Adviser's MultiCap portfolios. In addition, Mr. Levi relies heavily on
the fundamental analysis and research of the Adviser's large internal research
staff.

The day-to-day management of and investment decisions for the AllianceBernstein
Global Technology Portfolio's portfolio are made by Ms. Janet Walsh, Senior Vice
President of the Adviser. Ms. Walsh has been responsible for the Portfolio's
investments since 2003, and has been with the firm since prior to 2001. Ms.
Walsh is a member of the Adviser's Global Technology Research Team that
collaborates actively on the management of the Adviser's technology portfolios.
In addition, Ms. Walsh relies heavily on the fundamental analysis and research
of the Adviser's large internal research staff.

The management of and investment decisions for the AllianceBernstein U.S. Large
Cap Blended Style Portfolio, AllianceBernstein Wealth Appreciation Strategy
Portfolio and AllianceBernstein Balanced Wealth Strategy Portfolio are made by
the Blend Investment Policy Team, comprised of senior Blend portfolio managers.
The Blend Investment Policy Team relies heavily on the Adviser's growth, value
and fixed-income investment teams and, in turn, the fundamental research of the
Adviser's large internal research staff. Day-to-day responsibilities for
coordinating the Portfolios' investments resides with Seth Masters, the Chief
Investment Officer of the Blend Investment Policy Team (since 2003 with respect
to AllianceBernstein U.S. Large Cap Blended Style Portfolio and since 2004 with
respect to each of AllianceBernstein Wealth Appreciation Strategy Portfolio and
AllianceBernstein Balanced Wealth Strategy Portfolio). Mr. Masters is an
Executive Vice President of the Adviser, with which he has been associated in a
substantially similar capacity to his current position since prior to 2001.

The day-to-day management and investment decisions for the AllianceBernstein
Global Research Growth Portfolio are made by the Adviser's Global Research
Growth sector analyst-managers, with oversight by the Adviser's Global Research
Growth Oversight Group.

Stock selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior analyst-manager for that sector. The sector
analyst-managers rely heavily on the fundamental analysis and research of the
Adviser's industry-focused equity analysts in the U.S. and abroad.

The Adviser's Global Research Growth Oversight Group, comprised of senior
investment professionals, in consultation with the Global Research Growth sector
analyst-managers, is responsible for determining the market sectors into which
the Portfolio's assets are invested and the percentage allocation into each
sector.

The following table lists the sector analyst-managers with the responsibility
for the day-to-day management of the Portfolio's portfolio, the year that each
person assumed joint and primary responsibility for the Portfolio, and each
person's principal occupation during the past five years:




Employee; Year; Title                            Principal Occupation During The Past Five (5) Years
---------------------                            ---------------------------------------------------
                                              
Norman M. Fidel; since inception; Senior         Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.

Jane E. Schneirov; since inception; Senior       Senior Vice President of the Adviser with which she
  Vice President of the Adviser                  has been associated since prior to 2001.

Scott E. McElroy; since 2006; Senior Vice        Senior Vice President of the Adviser with which he has
  President of the Adviser                       been associated since prior to 2001.

Janet A. Walsh; since inception; Senior Vice     Senior Vice President of the Adviser with which she
  President of the Adviser                       has been associated since prior to 2001.

Thomas A. Schmitt; since inception; Senior       Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.

Francis X. Suozzo; since inception; Senior       Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.



The day-to-day management and investment decisions for the AllianceBernstein
International Research Growth Portfolio are made by the Adviser's International
Research Growth sector analyst-managers, with oversight by the Adviser's
International Research Growth Oversight Group.

Stock selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior analyst-manager for that sector. The sector
analyst-managers rely heavily on the fundamental analysis and research of the
Adviser's industry-focused equity analysts abroad.

The Adviser's International Research Growth Oversight Group, comprised of senior
investment professionals, in consultation with the International Research Growth
sector analyst-managers, is responsible for determining the market sectors into
which the Portfolio's assets are invested and the percentage allocation into
each sector.

The following table lists the sector analyst-managers with the responsibility
for the day-to-day management of the Portfolio's portfolio, the year that each
person assumed joint and primary responsibility for the Portfolio, and each
person's principal occupation during the past five years:




Employee; Year; Title                                  Principal Occupation During The Past Five (5) Years
---------------------                                  ---------------------------------------------------
                                                    
Hiromitsu Agata; since 2005; Senior Vice               Senior Vice President of ACAM with which he has been
  President of Alliance Capital Asset                  associated since prior to 2001.
  Management ("ACAM")

Isabel Buccellati; since 2005; Vice President          Vice President of ACL with which she has been associated
  of Alliance Capital Limited ("ACL")                  since prior to 2001.

William Johnston; since 2005; Senior Vice              Senior Vice President of ACL with which he has been
  President of ACL                                     associated since prior to 2001.

Valli Niththyananthan; since 2005; Vice                Vice President of ACL with which she has been associated
  President of ACL                                     since prior to 2001.

Michele Patri; since 2005; Vice President of ACL       Vice President of ACL and a Non-US Developed Analyst
                                                       since April, 2001. Prior thereto, he was a portfolio
                                                       manager at Citigroup Asset Manager in London since prior
                                                       to 2001.

Thomas A. Schmitt; since 2005; Senior Vice             Senior Vice President of the Adviser with which he has
  President of the Adviser                             been associated since prior to 2001.

Atsushi Yamamoto; since 2005; Senior Vice              Senior Vice President of ACAM with which he has been
  President of ACAM                                    associated since prior to 2001.



The management of and investment decisions for each of the other Portfolios'
portfolios are made by certain Investment Policy Groups or Investment Teams.
Each Investment Policy Group or Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff. No one person is principally responsible for making recommendations for
each Portfolio's portfolio.

The following table lists the Investment Policy Groups or Investment Teams, the
persons within each Investment Policy Group or Investment Team with the most
significant responsibility for the day-to-day management of the Portfolio's
portfolio, the year that each person assumed joint and primary responsibility
for the Portfolio, and each person's principal occupation during the past five
years:




 Portfolio and                                                                Principal Occupation During
 Responsible Group             Employee; Year; Title                          The Past Five (5) Years
 -----------------             ---------------------                          -----------------------
                                                                        
 AllianceBernstein Money       Raymond J. Papera; since 1997; Senior          Senior Vice President of the Adviser with
   Market Portfolio            Vice President of the Adviser                  which he has been associated since prior
                                                                              to 2001.

   Money Market Investment     Maria Cona; since 2005; Vice President of      Vice President of the Adviser with which
    Team                       the Adviser                                    she has been associated since prior to
                                                                              2001.

                               Jason Moshos; since 2005; Assistant            Assistant Portfolio Manager of the Adviser
                               Portfolio Manager of the Adviser               since September 2003. Prior thereto, he
                                                                              was a research assistant in the Adviser's
                                                                              Municipal Credit Research area since prior
                                                                              to 2001.

 AllianceBernstein U.S         Matthew Bloom; since 1999; Senior Vice         Senior Vice President of the Adviser with
   Government/High Grade       President of the Adviser                       which he has been associated since prior
   Securities Portfolio                                                       to 2001.

  U.S. Investment Grade        Alison Martier; since 2005; Senior Vice        Senior Vice President of the Adviser with
   Fixed Income Team           President of the Adviser                       which she has been associated since prior
                                                                              to 2001.

                               Greg Wilensky; since 2005; Vice President      Vice President of the Adviser and Director
                               of the Adviser                                 of Stable Value Investments, with which he
                                                                              has been associated since prior to 2001.

 AllianceBernstein High        Michael Snyder; since 2002; Senior Vice        Senior Vice President of the Adviser with
   Yield Portfolio             President of the Adviser                       which he as been associated since 2001;
                                                                              prior thereto, Managing Director in the
                                                                              high yield asset management group at
                                                                              Donaldson, Lufkin, & Jenrette Corporation
                                                                              since prior to 2001.

   U.S. High Yield
    Investment Team

                               Gershon Distenfeld; since 2005; Vice           Vice President of the Adviser with which
                               President of the Adviser                       he has been associated since prior to 2001.

                               Sheryl Rothman; since 2005; Senior Vice        Senior Vice President of the Adviser with
                               President of the Adviser                       which she has been associated since prior
                                                                              to 2001.

 AllianceBernstein Global      Michael L. Mon; since 2005; Vice               Vice President of the Adviser with which
   Bond Portfolio              President of the Adviser                       he has been associated since prior to 2001.

   Global Fixed Income         Douglas J. Peebles; since 2001; Executive      Executive Vice President of the Adviser
    Investment Team            Vice President of the Adviser                  with which he has been associated since
                                                                              prior to 2001.

                               Matthew Sheridan; since 2005; Vice             Vice President of the Adviser with which
                               President of the Adviser                       he has been associated since prior to 2001.

 AllianceBernstein             Paul J. DeNoon; since 2002; Senior Vice        Senior Vice President of the Adviser with
   Americas Government         President of the Adviser                       which he has been associated since prior
   Income Portfolio                                                           to 2001.

   Global Fixed Income         Michael L. Mon; since 2003; (see above)        (see above)
    Investment Team

                               Douglas J. Peebles; since 2003; (see           (see above)
                               above)

                               Scott DiMaggio; since 2005; Vice               Vice President of the Adviser with which
                               President of the Adviser                       he has been associated since prior to 2001.

 AllianceBernstein             Edward Baker III; since 2002; Senior Vice      Senior Vice President of the Adviser and
   International Growth        President of the Adviser                       Chief Investment Officer - Emerging
   Portfolio                                                                  Markets of the Adviser, with which he has
                                                                              been associated since prior to 2001.

   Global Emerging Growth      Michael Levy; since 2003; Vice President       Vice President of ACL with which he has
    Investment Team            of ACL                                         been associated since prior to 2001.

 AllianceBernstein Small       Bruce Aronow; since 2000; Senior Vice          Senior Vice President of the Adviser with
   Cap Growth Portfolio        President of the Adviser                       which he has been associated since prior
                                                                              to 2001.

   Small Cap Growth            Mark Attalienti; since 2005; Vice              Vice President of the Adviser with which
    Investment Team            President of the Adviser                       he has been associated since prior to 2001.

                               Kumar Kirpalani; since 2005; Vice              Vice President of the Adviser with which
                               President of the Adviser                       he has been associated since prior to 2001.

                               Samantha Lau; since 2005; Vice President       Vice President of the Adviser with which
                               of the Adviser                                 she has been associated since prior to
                                                                              2001.

 AllianceBernstein Real        Joseph G. Paul; since 2004; Senior Vice        Senior Vice President of the Adviser and
   Estate Investment           President of the Adviser and Chief             Chief Investment Officer - Small and
   Portfolio                   Investment Officer of Small and                Mid-Capitalization Value Equities since
                               Mid-Capitalization Value Equity and            2002 and Co-Chief Investment Officer of
                               Co-Chief Investment Officer of Real            Real Estate Equity Securities since 2004.
                               Estate Equity Securities since 2004            He is also Chief Investment Officer of
                                                                              Advanced Value at the Adviser since prior
                                                                              to 2001 and held the same position at
                                                                              Sanford C. Bernstein & Co., Inc. ("SCB")
                                                                              since prior to 2000.

   REIT Investment Policy
    Group

                               Teresa Marziano; since 2004; Senior Vice       Senior Vice President of the Adviser since
                               President of the Adviser and Co-Chief          prior to 2001 and Co-Chief Investment
                               Investment Officer of Real Estate              Officer of Real Estate Investments since
                               Investments                                    July 2004.

 AllianceBernstein             Sharon E. Fay; since 2005; Executive Vice      Executive Vice President of the Adviser
   International Value         President of the Adviser and Chief             and Chief Investment Officer of UK,
   Portfolio                   Investment Officer of Global Value             European and Global Value Equities since
                               Equities                                       June 2003. She has continued to serve as
                                                                              Chief Investment Officer of UK and
                                                                              European Value Equities at the Adviser
                                                                              since prior to 2001, and chairs the
                                                                              Global, European and UK Value Investment
                                                                              Policy Groups since prior to 2001.

   International Value
    Investment Policy Group

                               Kevin F. Simms; since inception; Senior        Senior Vice President of the Adviser and
                               Vice President of the Adviser, Co-Chief        Co-Chief Investment Officer of
                               Investment Officer of International Value      International Value Equities since 2003.
                               Equities and Director of Research for          He is also Director of Research for
                               International Value and Global Value           International Value and Global Value
                               Equities                                       Equities at the Adviser since prior to
                                                                              2001.

                               Henry S. D'Auria; since 2003; Senior Vice      Senior Vice President of the Adviser since
                               President of the Adviser, Chief                prior to 2001, Chief Investment Officer of
                               Investment Officer of Emerging Markets         Emerging Markets Value Equities since 2002
                               Value Equities and Co-Chief Investment         and Co-Chief Investment Officer of
                               Officer of International Value Equities        International Value Equities of the
                                                                              Adviser since June 2003. He is also Chief
                                                                              Investment Officer of Emerging Markets
                                                                              Value Equities at the Adviser since 2002.
                                                                              Prior thereto, he was Director of Research
                                                                              of Small Cap Value and Emerging Markets
                                                                              Value Equities at SCB since prior to 2001.

                               Giulio A. Martini; since 2005; Senior          Senior Vice President of the Adviser with
                               Vice President of the Adviser                  which he has been associated since prior
                                                                              to 2001.

 AllianceBernstein             Joseph G. Paul; since 2002; (see above)        (see above)
   Small/Mid Cap Value
   Portfolio

   Small/Mid Cap Value         James W. MacGregor; since 2005; Senior         Senior Vice President of the Adviser since
    Investment Policy Group    Vice President of the Adviser and              prior to 2001. He is also currently
                               Director of Research - Small and Mid Cap       Director of Research - Small and Mid Cap
                               Value Equities                                 Value Equities.

                               David Pasquale; since 2005; Vice               Vice President of the Adviser since prior
                               President of the Adviser                       to 2001.

                               Andrew J. Weiner; since 2005; Senior Vice      Senior Vice President of the Adviser since
                               President of the Adviser                       prior to 2001.

 AllianceBernstein Value       Marilyn G. Fedak; since inception;             Executive Vice President of the Adviser
   Portfolio                   Executive Vice President of the Adviser        since prior to 2001. She is Head of SCB
                               and Head of SCB Value Equities Business        Value Equities Business and Co-Chief
                               and Co-Chief Investment Officer - U.S.         Investment Officer of U.S. Value Equities.
                               Value Equities

   U.S. Value Investment
    Policy Group

                               John Mahedy; since 2005; Senior Vice           Senior Vice President of the Adviser since
                               President of the Adviser and Co-Chief          prior to 2001, Co-Chief Investment Officer
                               Investment Officer of U.S. Value Equities      of U.S. Value Equities since 2003 and
                                                                              Director of Research - U.S. Value Equities
                                                                              since 2001. Prior thereto, he was a Senior
                                                                              Research Analyst for SCB since prior to
                                                                              2001.

                               Christopher Marx; since 2005; Senior Vice      Senior Vice President of the Adviser with
                               President of the Adviser                       which he has been associated since prior
                                                                              to 2001.

                               John D. Philips; since 2005; Senior Vice       Senior Vice President of the Adviser with
                               President of the Adviser                       which he has been associated since prior
                                                                              to 2001.




Additional information about the Portfolio Managers may be found in the Fund's
SAI.

Performance of a Similarly Managed Portfolio to the AllianceBernstein Global
Research Growth Portfolio

In addition to its support in managing the AllianceBernstein Global Research
Growth Portfolio's assets, the global growth research team currently has
ultimate responsibility over investment decisions of ACM Global Investments --
Global Growth Trends Portfolio, a mutual investment fund organized under the
laws of the Grand Duchy of Luxembourg of which the Adviser is the investment
adviser and which is available to non-U.S. investors (the "Historical
Portfolio"). The Historical Portfolio has substantially the same investment
objective and policies and has been managed in accordance with substantially
similar investment strategies and techniques as those contemplated for the
AllianceBernstein Global Research Growth Portfolio. The Historical Portfolio is
not subject to the same types of expenses as the AllianceBernstein Global
Research Growth Portfolio. In addition, it is not subject to the same
diversification requirements, tax restrictions and other investment limitations
imposed on the AllianceBernstein Global Research Growth Portfolio by the U.S.
laws and regulations applicable to U.S. mutual funds. The performance results of
the Historical Portfolio could have been negatively affected if it had been
regulated as a U.S. mutual fund.

Set forth below is performance data provided by the Adviser relating to the
Historical Portfolio for the period since its inception. As of December 31,
2005, the assets in the Historical Portfolio totaled approximately $[___]
billion.

The performance data is for the Historical Portfolio's Class AX shares and net
of all fees charged to the Historical Portfolio. The data has not been adjusted
to reflect any fees that are payable by the AllianceBernstein Global Research
Growth Portfolio, which may be higher than the fees imposed on the Historical
Portfolio. The performance data also has not been adjusted for taxes, if any,
payable by the shareholders of the Historical Portfolio.

As reflected below, the Historical Portfolio has over time performed favorably
when compared with the performance of the MSCI World Index. The unmanaged Morgan
Stanley Capital International (MSCI) World Index is a market
capitalization-weighted index and it does not reflect fees and expenses; it
measures the performance of stock markets in 23 countries.

The following performance data is provided solely to illustrate the past
performance of the global growth research team in managing the Historical
Portfolio. Investors should not rely on the following performance data of the
Historical Portfolio as an indication of future performance of the
AllianceBernstein Global Research Growth Portfolio. The investment performance
for the periods presented may not be indicative of future rates of return. Other
methods of computing investment performance may produce different results, and
the results for different periods may vary.


           Schedule of Investment Performance -- Historical Portfolio*

                                                                      MSCI
                                          Historical Portfolio    World Index
                                            Total Return**      Total Return***
                                            --------------      ---------------
Year Ended December 31:
2005..................................         [____]%               [____]%
2004..................................           12.89%               15.25%
2003..................................           32.95%               33.76%
2002..................................          (18.69)%             (19.54)%
2001..................................          (14.44)%             (16.52)%
2000..................................           (0.13)%             (12.92)%
1999..................................           44.57%               25.34%
1998..................................           26.15%               24.80%
1997..................................            8.67%               16.23%
1996..................................           14.43%               14.00%
1995..................................           42.85%               21.32%
1994..................................            5.43%                5.58%
1993..................................           19.47%               23.13%
1992..................................            9.34%               (4.66)%
Cumulative total return for the
  period October 25, 1991 (inception
  of the  Historical Portfolio) to
  December 31, 2005....................          [___]%               [___]%

----------
*    Total return is for the Historical Portfolio's Class AX shares. Total
     return is a measure of investment performance that is based upon the change
     in value of an investment from the beginning to the end of a specified
     period and assumes reinvestment of all dividends and other distributions.
     The basis of preparation of this data is described in the preceding
     discussion.

**   Not of all fees charged on the Class AX shares.

***  Since Inception cumulative Index returns are from October 31, 1991.


The average annual total returns presented below are based upon the cumulative
total return as of December 31, 2005, and, for more than one year, assume a
steady compounded rate of return and are not year-by-year results, which
fluctuated over the periods as shown.

Legal Proceedings

As has been previously reported in the press, the Staff of the Securities and
Exchange Commission (the "Commission") and the Office of the New York Attorney
General ("NYAG") have been investigating practices in the mutual fund industry
identified as "market timing" and "late trading" of mutual fund shares. Certain
other regulatory authorities have also been conducting investigations into these
practices within the industry and have requested that the Adviser provide
information to them. The Adviser has been cooperating and will continue to
cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the
Commission and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the Commission is reflected in an Order of the
Commission ("Commission Order"). The agreement with the NYAG is memorialized in
an Assurance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:

     (i)  The Adviser agreed to establish a $250 million fund (the
          "Reimbursement Fund") to compensate mutual fund shareholders for the
          adverse effects of market timing attributable to market timing
          relationships described in the Commission Order. According to the
          Commission Order, the Reimbursement Fund is to be paid, in order of
          priority, to fund investors based on (a) their aliquot share of losses
          suffered by the fund due to market timing, and (b) a proportionate
          share of advisory fees paid by such fund during the period of such
          market timing;

     (ii) The Adviser agreed to reduce the advisory fees it receives from some
          of the AllianceBernstein long-term, open-end retail funds until
          December 31, 2008; and

    (iii) The Adviser agreed to implement changes to its governance and
          compliance procedures. Additionally, the Commission Order and the NYAG
          Order contemplate that the Adviser's registered investment company
          clients, including the Funds, will introduce governance and compliance
          changes.


A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of the
Board, is continuing to direct and oversee an internal investigation and a
comprehensive review of the facts and circumstances relevant to the Commission's
and the NYAG's investigations.

In addition, the Independent Directors of the Fund (the "Independent Directors")
have initiated an investigation of the above-mentioned matters with the advice
of an independent economic consultant and independent counsel. The Independent
Directors have formed a special committee to supervise the investigation.

On October 2, 2003, a putative class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation ("AB Corp."); AXA Financial, Inc.; the
AllianceBernstein Mutual Funds; certain officers of the Adviser ("Alliance
defendants"); and certain other defendants not affiliated with the Adviser, as
well as unnamed Doe defendants. The Hindo Complaint was filed in the United
States District Court for the Southern District of New York by alleged
shareholders of two of the AllianceBernstein Mutual Funds. The Hindo Complaint
alleges that certain of the Alliance defendants failed to disclose that they
improperly allowed certain hedge funds and other unidentified parties to engage
in "late trading" and "market timing" of AllianceBernstein Mutual Fund
securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Sections 206 and 215 of
the Investment Advisers Act of 1940. Plaintiffs seek an unspecified amount of
compensatory damages and rescission of their contracts with the Adviser,
including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, numerous additional lawsuits making factual allegations
similar to those in the Hindo Complaint were filed in various federal and state
courts against the Adviser and certain other defendants, and others may be
filed. On February 20, 2004, the Judicial Panel on Multidistrict Litigation
transferred all federal actions and all removed state court actions, to the
United States District Court for the District of Maryland. The plaintiffs in the
removed actions have since moved for a remand, and that motion is pending.

On September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Holding; and claims
brought under ERISA by participants in the Profit Sharing Plan for Employees of
the Adviser. All four complaints include substantially identical factual
allegations, which appear to be based in large part on the Commission Order and
the NYAG Order. The claims in the mutual fund derivative consolidated amended
complaint are generally based on the theory that all fund advisory agreements,
distribution agreements and 12b-1 plans between the Adviser and the
AllianceBernstein Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by fund
trustees on the basis of materially misleading information with respect to the
level of market timing permitted in funds managed by the Adviser. The claims
asserted in the other three consolidated amended complaints are similar to those
that the respective plaintiffs asserted in their previous federal lawsuits. All
of these lawsuits seek an unspecified amount of damages. The Alliance defendants
have moved to dismiss the complaints, and those motions are pending.


On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from West Virginia's Office of the State Auditor, Securities
Commission (the "West Virginia Securities Commission") (together, the
"Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
trading in mutual funds sponsored by the Adviser. The Adviser responded to the
Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed against
the Adviser, Holding, and various other defendants not affiliated with the
Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County,
West Virginia by the Attorney General of the State of West Virginia. The WVAG
Complaint makes factual allegations generally similar to those in the Hindo
Complaint. On May 31, 2005, defendants removed the WVAG Complaint to the United
States District Court for the Northern District of West Virginia. On July 12,
2005, plaintiff moved to remand. That motion is pending.

On August 30, 2005, the deputy commissioner of securities of the West Virginia
Securities Commission signed a "Summary Order to Cease and Desist, and Notice of
Right to Hearing" addressed to the Adviser and Holding. The Summary Order claims
that the Adviser and Holding violated the West Virginia Uniform Securities Act,
and makes factual allegations generally similar to those in the Hindo Complaint.
The time for the Adviser and Holding to respond to the Summary Order has been
extended. The Adviser intends to vigorously defend against the allegations in
the WVAG Complaint and the Summary Order.

As a result of the matters described above, investors in the AllianceBernstein
Mutual Funds may choose to redeem their investments. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds to
provide for sufficient liquidity and could also have an adverse effect on the
investment performance of the AllianceBernstein Mutual Funds.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. (the "Aucoin Complaint") was filed
against the Adviser, Holding, AB Corp., AXA Financial, Inc., ABI, certain
current and former directors of the AllianceBernstein Mutual Funds, and unnamed
Doe defendants. The Aucoin Compliant names certain of the AllianceBernstein
Mutual Funds as nominal defendants. The Aucoin Complaint was filed in the United
States District Court for the Southern District of New York by an alleged
shareholder of an AllianceBernstein mutual fund. The Aucoin Complaint alleges,
among other things, (i) that certain of the defendants improperly authorized the
payment of excessive commissions and other fees from AllianceBernstein Fund
assets to broker-dealers in exchange for preferential marketing services, (ii)
that certain of the defendants misrepresented and omitted from registration
statements and other reports material facts concerning such payments, and (iii)
that certain defendants caused such conduct as control persons of other
defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b),
36(b) and 48(a) of the 1940 Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary duties. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages, rescission of their contracts with
the Adviser, including recovery of all fees paid to the Adviser pursuant to such
contracts, an accounting of all AllianceBernstein Fund-related fees, commissions
and soft dollar payments, and restitution of all unlawfully or discriminatorily
obtained fees and expenses.

Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants, and others may be filed. It is possible
that these matters and/or other developments resulting from these matters could
result in increased redemptions of a Portfolio's shares or other adverse
consequences to that Portfolio. However, the Adviser believes that these matters
are not likely to have a material adverse effect on its ability to perform
advisory services relating to the Portfolios.



DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

The AllianceBernstein Money Market Portfolio declares income dividends each
business day at 4:00 p.m., Eastern time. The dividends are paid monthly via
automatic investment in additional full and fractional shares. As these
additional shares are entitled to income, a compounding of income occurs.

The other Portfolios declare dividends on their shares at least annually. The
income and capital gains distribution will be made in shares of each Portfolio.

See the prospectus of the separate account of the participating insurance
company for federal income tax information.

Investment income received by a Portfolio from sources within foreign countries
may be subject to foreign income taxes withheld at the source. Provided that
certain code requirements are met, a Portfolio may "pass-through" to its
shareholders credits or deductions to foreign income taxes paid.




GLOSSARY OF INVESTMENT TERMS
--------------------------------------------------------------------------------

Bonds are interest-bearing or discounted government or corporate securities that
obligate the issuer to pay the bond holder a specified sum of money, usually at
specified intervals, and to repay the principal amount of the loan at maturity.

Duration As a technical matter, duration is a measure that relates the price
volatility of a fixed-income security to changes in interest rates. The duration
of a fixed-income security is the weighted average term to maturity, expressed
in years, of the present value of all future cash flows, including coupon
payments and principal payments. Duration is always less than or equal to full
maturity. As a practical matter, duration may be used to determine the
sensitivity of a security's price to changes in interest rates. The longer a
security's duration, the more sensitive it will be to changes in interest rates.
Similarly, a Portfolio with a longer average portfolio duration will be more
sensitive to changes in interest rates, and may have more risk, than a Portfolio
with a shorter average portfolio duration. By way of example, the price of a
bond fund with a duration of five years would be expected to fall approximately
5% if interest rates rose by one percentage point.

Fixed-income securities are investments, such as bonds or other debt securities
or preferred stocks that pay a fixed rate of return.

Mortgage-related securities are pools of mortgage loans that are assembled for
sale to investors (such as mutual funds) by various governmental,
government-related, and private organizations.

Sovereign debt obligations are foreign government debt securities, loan
participations between foreign governments and financial institutions, and
interests in entities organized and operated for the purpose of restructuring
the investment characteristics of foreign government securities.

Supranational entities are international organizations formed by two or more
governments. Examples of supranational entities include the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the International Finance
Corporation and the European Bank for Reconstruction and Development.

U.S. Government securities are securities issued or guaranteed by the United
States Government, its agencies or instrumentalities of by certain
government-sponsored entities (entities chartered by or sponsored by Act of
Congress). These securities include securities backed by the full faith and
credit of the United States, those supported by the right of the issuer to
borrow from the U.S. Treasury, and those backed only by the credit of the
issuing agency or entity itself. The first category includes U.S. Treasury
securities (which are U.S. Treasury bills, notes, and bonds) and certificates
issued by the Government National Mortgage Association, or GNMA. U.S. Government
securities not backed by the full faith and credit of the United States or a
right to borrow from the U.S. Treasury include certificates issued by the
Federal National Mortgage Association, or FNMA and the Federal Home Loan
Mortgage Corporation, or FHLMC.





FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past 5 years (or, if shorter, the
period of the Portfolio's operations). Certain information reflects financial
results for a single share of a class of each Portfolio. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by Ernst & Young LLP, the
independent registered public accounting firm for all Portfolios, whose reports,
along with each Portfolio's financial statements, are included in each
Portfolio's Annual Report, which is available upon request.







                                                       AllianceBernstein Money Market Portfolio

                                                                     Year Ended December 31,
                                                2005             2004           2003          2002             2001
                                          ----------       ----------       ----------    ----------      -----------
                                                                                           
Net asset value, beginning of period..    $     1.00       $     1.00       $     1.00    $     1.00      $      1.00
                                          ----------       ----------       ----------    ----------      -----------

Income From Investment Operations
Net investment income (loss)..........         [___]              .01(a)           .01           .01              .04
                                          ----------       ----------       ----------    ----------      -----------

Less: Dividends
Dividends from net investment income..         [___]             (.01)            (.01)         (.01)            (.04)
                                          ----------       ----------       ----------    ----------      -----------
Net asset value, end of period........    $     1.00       $     1.00       $     1.00    $     1.00      $      1.00
                                          ==========       ==========       ==========    ==========      ===========

Total Return
Total investment return based on net
  asset value(b)......................         [___]%             .71%             .53%         1.10%            3.57%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $  [_____]       $   36,740       $   54,847    $   97,216      $   128,700
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................         [___]%             .69%             .66%          .68%             .63%
   Expenses, before waivers and
    reimbursements....................         [___]%             .73%             .66%          .68%             .63%
   Net investment income (loss).......         [___]%             .68%(a)          .55%         1.10%            3.55%





                                                         AllianceBernstein Large Cap Growth Portfolio

                                                                     Year Ended December 31,
                                                2005             2004           2003            2002           2001
                                          -----------      -----------      ---------       ----------    -------------
                                                                                           
Net asset value, beginning of period..    $     23.44      $     21.58      $   17.45       $    25.16    $       32.05
                                          -----------      -----------      ---------       ----------    -------------

Income From Investment Operations
Net investment income (loss)(c).......          [___]             (.03)(a)       (.05)(a)         (.08)            (.06)
Net realized and unrealized gain
  (loss) on investment transactions...          [___]             1.89           4.18            (7.63)           (5.31)
                                          -----------      -----------      ---------       ----------    -------------
Net increase (decrease) in net asset
  value from operations...............          [___]             1.86           4.13            (7.71)           (5.37)
                                          -----------      -----------      ---------       ----------    -------------

Less: Dividends
Distributions from net realized gain
  on investment transactions..........          [___]               -0-            -0-              -0-           (1.38)
Distributions in excess of net
  realized gain on investment
  transactions........................          [___]               -0-            -0-              -0-            (.14)
                                          -----------      -----------      ---------       ----------    -------------
Total distributions...................          [___]               -0-            -0-              -0-           (1.52)
                                          -----------      -----------      ---------       ----------    -------------
Net asset value, end of period........    $     [___]      $     23.44      $   21.58       $    17.45    $       25.16
                                          ============     ===========      =========       ==========    =============

Total Return
Total investment return based on net
  asset value(b)......................          [___]%          8.62%           23.67%          (30.64)%         (17.21)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]      $   656,544      $ 917,935       $  869,130    $    1,586,575
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%             .81%          1.04%            1.05%            1.04%
   Expenses, before waivers and
    reimbursements....................          [___]%             .98%          1.05%            1.05%            1.04%
   Net investment income (loss).......          [___]%            (.13)%(a)      (.24)%(a)        (.41)%           (.21)%
Portfolio turnover rate...............          [___]%              73%            79%             109%              49%

------------
See footnotes on pages [___] and [___].







                                                       AllianceBernstein Growth and Income Portfolio


                                                                     Year Ended December 31,
                                              2005            2004             2003           2002            2001
                                          -----------      -----------     ----------     ----------     -----------
                                                                                          
Net asset value, beginning of period      $     24.08      $     21.80     $    16.62     $    22.16     $     23.15
                                          -----------      -----------     ----------     ----------     -----------

Income From Investment Operations
Net investment income (loss)(c).....            [___]              .36(a)         .23            .22             .21
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions.............            [___]             2.12           5.15          (5.01)           (.05)
                                          -----------      -----------     ----------     ----------     -----------
Net increase (decrease) in net asset
  value from operations.............            [___]             2.48           5.38          (4.79)            .16
                                          -----------      -----------     ----------     ----------     -----------

Less: Dividends and Distributions
Dividends from net investment income            [___]             (.20)          (.20)          (.12)           (.14)
Distributions from net realized gain
  on investment transactions........            [___]              -0-            -0-           (.63)          (1.01)
                                          -----------      -----------     ----------     ----------     -----------
Total dividends and distributions...            [___]             (.20)          (.20)          (.75)          (1.15)
                                          -----------      -----------     ----------     ----------     -----------
Net asset value, end of period......      $     [___]      $     24.08     $    21.80     $    16.62     $     22.16
                                          ===========      ===========     ==========     ==========     ===========

Total Return
Total investment return based on net
  asset value(b)....................            [___]%           11.46%         32.50%        (22.05)%          0.36%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)..........................      $   [_____]      $   627,689     $  603,673     $  456,402     $   673,722
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements..................            [___]%             .60%           .66%           .68%            .67%
   Expenses, before waivers and
    reimbursements..................            [___]%             .65%           .66%            .68%           .67%
   Net investment income (loss).....            [___]%            1.62%(a)      1.25%          1.15%            .95%
Portfolio turnover rate.............            [___]%              50%            57%            69%             80%






                                               AllianceBernstein U.S. Government/High Grade Securities Portfolio

                                                                     Year Ended December 31,
                                              2005             2004            2003          2002          2001(d)
                                          -----------      -----------      -----------   -----------      ----------
                                                                                            
Net asset value, beginning of period..    $     12.28      $     12.56      $     12.54   $     12.00      $    11.68
                                          -----------      -----------      -----------   -----------      ----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]              .32(a)           .26           .42             .57
Net realized and unrealized gain
  (loss) on investment transactions...          [___]              .12              .23           .49             .33
                                          -----------      -----------      -----------   -----------      ----------
Net increase in net asset value from
  operations..........................          [___]              .44              .49           .91             .90
                                          -----------      -----------      -----------   -----------      ----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]             (.36)            (.37)         (.37)           (.58)
Distributions from net realized gain
  on investment transactions..........          [___]             (.36)            (.10)          -0-              -0-
                                          -----------      -----------      -----------   -----------      -----------
Total dividends and distributions.....          [___]             (.72)            (.47)         (.37)           (.58)
                                          -----------      -----------      -----------   -----------      ----------
Net asset value, end of period........    $     [___]      $     12.28      $     12.56   $     12.54      $    12.00
                                          ===========      ===========      ===========   ===========      ==========

Total Return
Total investment return based on net
  asset value(b)......................          [___]%            3.77%            3.88%         7.79%           7.88%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]      $   102,543      $   129,194   $   164,265      $  104,635
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%             .68%             .77%          .82%            .89%
   Expenses, before waivers and
    reimbursements....................          [___]%             .78%             .77%          .82%            .89%
   Net investment income (loss).......          [___]%            2.46%(a)         2.10%         3.49%           4.86%
Portfolio turnover rate...............          [___]%             662%             748%          551%           259%

------------
See footnotes on pages [___] and [___].







                                                              AllianceBernstein High Yield Portfolio

                                                                     Year Ended December 31,
                                                2005              2004            2003         2002          2001(d)
                                            ----------         ----------       ----------    ----------     ----------
                                                                                              
Net asset value, beginning of period..      $     7.97         $     7.91       $     6.83    $     7.51     $     7.91
                                            ----------         ----------       ----------    ----------     ----------

Income From Investment Operations
Net investment income (loss)(c).......            [___]               .60(a)           .55           .54(a)         .63(a)
Net realized and unrealized gain
  (loss) on investment transactions...            [___]              (.01)             .95          (.76)          (.38)
                                            -----------        ----------       ----------    ----------     ----------
Net increase (decrease) in net asset
  value from operations...............            [___]               .59             1.50          (.22)           .25
                                            -----------        ----------       ----------    ----------     ----------

Less: Dividends
Dividends from net investment income..            [___]              (.53)            (.42)         (.46)          (.65)
                                            -----------        ----------       ----------    ----------     ----------
Net asset value, end of period........      $     [___]        $     7.97       $     7.91    $     6.83     $     7.51
                                            ===========        ==========       ==========    ==========     ==========

Total Return
Total investment return based on net
  asset value(b)......................            [___]%              7.98%          22.44%        (3.03)%         3.04%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................      $   [_____]        $   42,842       $   48,076    $   34,765     $   31,283
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................            [___]%             1.04%            1.46%         1.18%           .95%
   Expenses, before waivers and
    reimbursements....................            [___]%             1.21%            1.46%         1.45%          1.51%
   Net investment income (loss).......            [___]%             7.74%(a)         7.48%         7.78%(a)       8.08%(a)
Portfolio turnover rate...............            [___]%               80%             105%           83%             95%





                                                                AllianceBernstein Balanced Shares Portfolio

                                                                       Year Ended December 31,
                                                 2005             2004          2003          2002        2001(d)
                                           -----------      -----------      ----------    ----------   -----------
                                                                                        
Net asset value, beginning of period.     $     18.94      $     17.76      $    15.30    $    17.65   $     18.01
                                          -----------      -----------      ----------    ----------   -----------

Income From Investment Operations
Net investment income (loss)(c)......           [___]              .46(a)          .42           .45           .44
Net realized and unrealized gain
  (loss) on investment transactions..           [___]             1.12            2.47         (2.29)         (.01)
                                          -----------      -----------      ----------    ----------   -----------
Net increase (decrease) in net asset
  value from operations..............           [___]             1.58            2.89         (1.84)          .43
                                          -----------      -----------      ----------    ----------   -----------

Less: Dividends and Distributions
Dividends from net investment income.           [___]             (.40)           (.43)         (.32)         (.28)
Distributions from net realized gain
  on investment transactions.........           [___]               -0-             -0-         (.19)         (.42)
Distributions in excess of net
  realized gain on investment
  transactions.......................           [___]               -0-             -0-           -0-         (.09)
                                          -----------      -----------      ----------    ----------   -----------
Total dividends and distributions....           [___]             (.40)           (.43)         (.51)         (.79)
                                          -----------      -----------      ----------    ----------   -----------
Net asset value, end of period.......     $     [___]      $     18.94      $    17.76    $    15.30   $     17.65
                                          ===========      ===========      ==========    ==========   ===========

Total Return
Total investment return based on net
  asset value(b).....................           [___]%            9.07%          19.05%       (10.58)%        2.27%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [_____]      $   193,600      $  197,334    $  171,670   $   183,098
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements...................           [___]%             .71%            .79%          .79%          .78%
   Expenses, before waivers and
    reimbursements...................           [___]%             .76%            .79%          .79%          .78%
   Net investment income (loss)......           [___]%            2.57%(a)        2.60%         2.76%         2.50%
Portfolio turnover rate..............           [___]%              60%             81%           57%           71%

------------
See footnotes on pages [___] and [___].








                                                AllianceBernstein International Research Growth Portfolio

                                                                 Year Ended December 31,
                                                 2005            2004           2003            2002            2001
                                           -----------        ----------      ----------     ----------      ----------
                                                                                              
Net asset value, beginning of period..     $     15.26        $    13.01      $     9.90     $    11.69      $    16.01
                                           -----------        ----------      ----------     ----------      ----------

Income From Investment Operations
Net investment income (loss)(c).......           [___][(a)]          .08(a)          .02             -0-(a)         .03(a)
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............           [___]              2.20            3.11          (1.78)          (3.55)
Contribution from Adviser.............           [___]               .01              -0-            -0-             -0-
                                           -----------        ----------      ---------      ----------      ----------
Net increase (decrease) in net
  asset value from operations.........           [___]              2.29            3.13          (1.78)          (3.52)
                                           -----------        ----------      ----------     ----------      ----------

Less: Dividends and Distributions
Dividends from net investment income..           [___]              (.04)           (.02)          (.01)            -0-
Distributions from net realized
  gain on investment transactions.....           [___]                -0-             -0-            -0-           (.78)
Distributions in excess of net
  realized gain on investment
  transactions........................           [___]                -0-             -0-            -0-           (.02)
                                           -----------        ----------      ----------     ----------      ----------
Total dividends and distributions.....           [___]              (.04)           (.02)          (.01)           (.80)
                                           -----------        ----------      ----------     ----------      ----------
Net asset value, end of period........     $     [___]        $    15.26      $    13.01     $     9.90      $    11.69
                                           ===========        ==========      ==========     ==========      ==========

Total Return
Total investment return based on
  net asset value(b)..................           [___]%           17.62%           31.59%        (15.28)%        (22.35)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................     $   [_____]        $   58,341      $   53,425     $   46,478      $   64,036
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................           [___]%             1.33%           1.80%          1.36%            .95%
   Expenses, before waivers and
    reimbursements....................           [___]%             1.50%           1.80%          1.66%           1.44%
   Net investment income (loss).......           [___]%              .63%(a)         .22%           .04%(a)         .23%(a)
Portfolio turnover rate...............           [___]%              128%             96%            70%             56%






                                                             AllianceBernstein Global Bond Portfolio

                                                                     Year Ended December 31,
                                              2005              2004            2003         2002          2001(d)
                                          -----------        ----------      ----------   ----------     ----------
                                                                                          
Net asset value, beginning of period..    $     13.63        $    13.50      $    12.63   $    10.93     $    10.96
                                          -----------        ----------      ----------   ----------     ----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]               .25(a)          .25          .25            .35
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............          [___]               .93            1.40         1.58           (.38)
                                          -----------        ----------      ----------   ----------     ----------
Net increase (decrease) in net
  asset value from operations.........          [___]              1.18            1.65         1.83           (.03)
                                          -----------        ----------      ----------   ----------     ----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]              (.78)           (.78)        (.13)           -0-
Distributions from net realized
  gain on investment transactions.....          [___]              (.27)             -0-          -0-            -0-
                                          -----------        ----------      ----------   ----------     ----------
Total dividends and distributions.....          [___]             (1.05)           (.78)        (.13)           -0-
                                          -----------        ----------      ----------   ----------     ----------
Net asset value, end of period........    $     [___]       $    13.63      $    13.50   $    12.63     $    10.93
                                          ===========        ==========      ==========   ==========     ==========

Total Return
Total investment return based on
  net asset value(b)..................          [___]%             9.63%          13.26%       16.91%          (.27)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]        $   56,043      $   58,658   $   56,137     $   48,221
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%              .88%           1.15%        1.17%          1.07%
   Expenses, before waivers and
    reimbursements....................          [___]%             1.02%           1.15%        1.17%          1.07%
   Net investment income (loss).......          [___]%             1.93%(a)        1.93%        2.18%          3.28%
Portfolio turnover rate...............          [___]%              107%            197%         220%           101%

------------
See footnotes on pages [___] and [___].







                                                   AllianceBernstein Americas Government Income Portfolio

                                                                 Year Ended December 31,
                                              2005             2004             2003         2002           2001(d)
                                          ----------         ----------      ----------    ----------     ----------
                                                                                           
Net asset value, beginning of period.     $    12.91         $    13.01      $    12.65    $    12.17     $    12.72
                                          ----------         ----------      ----------    ----------     ----------

Income From Investment Operations
Net investment income (loss)(c)......           [___]               .65(a)          .61           .67(a)         .92(a)
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions..............           [___]              (.06)            .34           .61           (.43)
                                          -----------        ----------      ----------    ----------     ----------
Net increase in net asset value
  from operations....................           [___]               .59             .95          1.28            .49
                                          -----------        ----------      ----------    ----------     ----------

Less: Dividends and Distributions
Dividends from net investment income.           [___]              (.69)           (.59)         (.73)          (.91)
Distributions from net realized
  gain on investment transactions....           [___]                -0-             -0-         (.07)          (.13)
                                          -----------        ----------      ----------    ----------     ----------
Total dividends and distributions....           [___]              (.69)           (.59)         (.80)         (1.04)
                                          -----------        ----------      ----------    ----------     ----------
Net asset value, end of period.......     $     [___]        $    12.91      $    13.01    $    12.65     $    12.17
                                          ===========        ==========      ==========    ==========     ==========

Total Return
Total investment return based on
  net asset value(b).................           [___]%             4.89%           7.35%        10.99%          3.59%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [_____]        $   47,776      $   60,550    $   72,307     $   51,146
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements...................           [___]%             1.00%           1.04%          .93%           .95%
   Expenses, before waivers and
    reimbursements...................           [___]%             1.11%           1.04%         1.05%          1.15%
   Expenses, excluding interest
    expense..........................           [___]%              .98%           1.04%          .93%           .95%
   Net investment income (loss)......           [___]%             5.07%(a)        4.75%         5.45%(a)       7.35%(a)
Portfolio turnover rate..............           [___]%               69%             73%           60%            57%





                                                     AllianceBernstein Global Dollar Government Portfolio

                                                                      Year Ended December 31,
                                                2005            2004(e)      2003            2002          2001(d)
                                          ----------       ----------    ----------    ----------      ----------
                                                                                        
Net asset value, beginning of period.     $    14.79       $    14.53    $    11.43    $    10.63      $    10.76
                                          ----------       ----------    ----------    ----------      ----------

Income From Investment Operations
Net investment income loss(c)........           [___]             .86(a)        .95           .94(a)         1.11(a)
Net realized and unrealized gain
  (loss) on investment transactions..           [___]             .45          2.83           .70            (.10)
                                          -----------      ----------    ----------    ----------      ----------
Net increase in net asset value from
  operations.........................           [___]            1.31          3.78          1.64            1.01
                                          -----------      ----------    ----------    ----------      ----------

Less: Dividends
Dividends from net investment income.           [___]           (1.05)         (.68)         (.84)          (1.14)
                                          -----------      ----------    ----------    ----------      ----------
Net asset value, end of period.......     $     [___]      $    14.79    $    14.53    $    11.43      $    10.63
                                          ===========      ==========    ==========    ==========      ==========
Total Return
Total investment return based on net
  asset value(b).....................           [___]%          10.12%        33.41%        16.14%           9.37%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [____]       $   22,932    $   26,433    $   22,198      $   11,249
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements...................         [___]%             1.76%         1.90%         1.40%            .95%
   Expenses, before waivers and
    reimbursements...................         [___]%             1.93%         1.90%         2.00%           2.37%
   Expenses, before waivers and
    reimbursements excluding
    interest expense.................         [___]%             1.92%         1.88%         2.00%           2.37%
   Net investment income (loss)......         [___]%             6.07%(a)      7.20%         8.83%(a)       10.63%(a)
Portfolio turnover rate..............         [___]%              188%          150%          142%            176%

------------
See footnotes on pages [___] and [___].







                                                           AllianceBernstein Utility Income Portfolio

                                                                       Year Ended December 31,
                                                2005               2004          2003           2002            2001
                                          ----------         ----------      ----------    ----------      ----------
                                                                                            
Net asset value, beginning of period..    $    18.17         $    14.95      $    12.86    $    16.82      $    22.65
                                          ----------         ----------      ----------    ----------      ----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]               .43(a)          .35           .36             .29
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............          [___]              3.13            2.18         (4.06)          (5.23)
                                          -----------        ----------      ----------    ----------      ----------
Net increase (decrease) in net
  asset value from operations.........          [___]              3.56            2.53         (3.70)          (4.94)
                                          -----------        ----------      ----------    ----------      ----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]              (.34)           (.44)         (.26)           (.76)
Distributions from net realized
  gain on investment transactions.....          [___]                -0-             -0-           -0-            (.13)
                                          -----------        ---------       ----------    ----------      ----------
Total dividends and distributions.....          [___]              (.34)           (.44)         (.26)           (.89)
                                          -----------        ----------      ----------    ----------      ----------
Net asset value, end of period........    $     [___]        $    18.17      $    14.95    $    12.86      $    16.82
                                          ===========        ==========      ==========    ==========      ==========

Total Return
Total investment return based on
  net asset value(b)..................          [___]%            24.33%          19.88%       (22.12)%        (22.50)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]        $   52,391      $   43,323    $   40,140      $   62,684
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%             1.08%           1.48%         1.22%           1.02%
   Expenses, before waivers and
    reimbursements....................          [___]%             1.21%           1.48%         1.22%           1.02%
   Net investment income (loss).......          [___]%             2.69%(a)        2.60%         2.60%           1.49%
Portfolio turnover rate...............          [___]%               48%             76%           90%             25%






                                                             AllianceBernstein Growth Portfolio

                                                                    Year Ended December 31,
                                                 2005            2004       2003           2002           2001
                                          -----------      -----------   -----------   -----------     -----------
                                                                                        
Net asset value, beginning of period.     $     18.30      $     15.95   $     11.81   $     16.42     $     25.10
                                          -----------      -----------   -----------   -----------     -----------

Income From Investment Operations
Net investment income (loss)(c)......           [___]             (.07)         (.06)         (.06)           (.06)
Net realized and unrealized gain
  (loss) on investment transactions..           [___]             2.42          4.20         (4.55)          (5.47)
                                          -----------      -----------   -----------   -----------     -----------
Net increase (decrease) in net asset
  value from operations..............           [___]             2.35          4.14         (4.61)          (5.53)
                                          -----------      -----------   -----------   -----------     -----------

Less: Dividends and Distributions
Dividends from net investment income.           [___]              -0-           -0-           -0-            (.06)
Distributions from net realized gain
  on investment transactions.........           [___]              -0-           -0-           -0-           (1.85)
Distributions in excess of net
  realized gain on investment
  transactions.......................           [___]              -0-           -0-           -0-           (1.23)
Return of capital....................           [___]              -0-           -0-           -0-            (.01)
                                          -----------      -----------   -----------   -----------     -----------
Total dividends and distributions....           [___]              -0-           -0-           -0-           (3.15)
                                          -----------      -----------   -----------   -----------     -----------
Net asset value, end of period.......     $     [___]      $     18.30   $     15.95   $     11.81     $     16.42
                                          ===========      ===========   ===========   ===========     ===========

Total Return
Total investment return based on net
  asset value(b).....................           [___]%           14.73%        35.06%       (28.08)%        (23.47)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [_____]      $   137,345   $   141,809   $   121,439     $   226,237
Ratio to average net assets of:
   Expenses..........................           [___]%             .88%          .89%          .88%            .85%
   Net investment income (loss)......           [___]%            (.43)%        (.43)%        (.44)%          (.31)%
Portfolio turnover rate..............           [___]%              56%           49%           38%            104%

-----------
See footnotes on pages [___] and [___].







                                                    AllianceBernstein International Growth Portfolio

                                                                  Year Ended December 31,
                                                2005             2004        2003         2002           2001
                                          -----------      ----------    ----------    ----------      ----------
                                                                                        
Net asset value, beginning of period..    $     20.18      $    16.28    $    11.48    $    12.18      $    15.64
                                          -----------      ----------    ----------    ----------      ----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]             .11(a)        .04           .07(a)          .20(a)
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............          [___]            3.83          4.91          (.56)          (2.82)
                                          -----------      ----------    ----------    ----------      ----------
Net increase (decrease) in net asset
  value from operations...............          [___]            3.94          4.95          (.49)          (2.62)
                                          -----------      ----------    ----------    ----------      ----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]            (.04)         (.15)         (.21)           (.03)
Distributions from net realized gain
  on investment transactions..........          [___]              -0-           -0-           -0-           (.81)
                                          -----------      ----------    ----------    ----------      ----------
Total dividends and distributions.....          [___]            (.04)         (.15)         (.21)           (.84)
                                          -----------      ----------    ----------    ----------      ----------
Net asset value, end of period........    $     [___]      $    20.18    $    16.28    $    11.48      $    12.18
                                          ===========      ==========    ==========    ==========      ==========

Total Return
Total investment return based on net
  asset value(b)......................          [___]%          24.27%        43.46%        (4.19)%        (17.29)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]      $   41,198    $   34,302    $   27,136      $   37,411
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%           1.65%         2.17%         1.54%            .95%
   Expenses, before waivers and
    reimbursements....................          [___]%           1.81%         2.17%         1.98%           1.65%
   Net investment income (loss).......          [___]%            .65%(a)       .34%          .61%(a)        1.50%(a)
Portfolio turnover rate...............          [___]%             60%           44%           46%             35%





                                                AllianceBernstein Global Technology Portfolio

                                                               Year Ended December 31,
                                               2005              2004            2003         2002          2001
                                          -----------        -----------      -----------  ----------    -----------
                                                                                          
Net asset value, beginning of period..    $     15.27        $     14.49      $     10.05  $    17.24    $     24.95
                                          -----------        -----------      -----------  ----------    -----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]               (.03)(a)         (.11)       (.13)          (.12)
Net realized and unrealized gain
  (loss) on investment transactions...          [___]                .81             4.55       (7.06)         (5.92)
                                          -----------        -----------      -----------  ----------    -----------
Net increase (decrease) in net
  asset value from operations.........          [___]                .78             4.44       (7.19)         (6.04)
                                          -----------        -----------      -----------  ----------    -----------

Less: Distributions
Distribution from net realized gain
  on investment transactions..........          [___]                 -0-              -0-         -0-          (.11)
Distributions in excess of net
  realized gain on investment
  transactions........................          [___]                 -0-              -0-         -0-         (1.56)
                                          -----------        -----------      -----------  ----------    -----------
Total distributions...................          [___]                 -0-              -0-         -0-         (1.67)
                                          -----------        -----------      -----------  ----------    -----------
Net asset value, end of period........    $     [___]        $     15.27      $     14.49  $    10.05    $     17.24
                                          ===========        ===========      ===========  ==========    ===========

Total Return
Total investment return based on
  net asset value(b)..................          [___]%              5.38%           44.18%     (41.71)%       (25.23)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]        $   117,145      $   130,127  $   93,369    $   235,252
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%               .88%            1.11%       1.20%          1.08%
   Expenses, before waivers and
    reimbursements....................          [___]%              1.06%            1.11%       1.20%          1.08%
   Net investment income (loss).......          [___]%              (.22)%(a)        (.86)%     (1.01)%         (.64)%
Portfolio turnover rate...............          [___]%                86%              90%         68%            40%

------------
See footnotes on pages [___] and [___].







                                                  AllianceBernstein Small Cap Growth Portfolio

                                                                  Year Ended December 31,
                                                  2005             2004                    20032002           2001
                                          -----------        ----------     ----------    ----------      -----------
                                                                                           
Net asset value, beginning of period..    $    11.65         $    10.17     $     6.83    $    10.01      $     11.84
                                          ----------         ----------     ----------    ----------      -----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]              (.10)(a)       (.09)         (.07)(a)         (.07)(a)
Net realized and unrealized gain
  (loss) on investment transactions...          [___]              1.58           3.43         (3.11)           (1.41)
                                          -----------        ----------     ----------    ----------      -----------
Net increase (decrease) in net
  asset value from operations.........          [___]              1.48           3.34         (3.18)           (1.48)
                                          -----------        ----------     ----------    ----------      -----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]                -0-            -0-           -0-              -0-
Distributions from net realized
  gain on investment transactions.....          [___]                -0-            -0-           -0-            (.26)
Dividends in excess of net realized
  gain on investment transactions.....          [___]                -0-            -0-           -0-            (.09)
                                          -----------        ----------     ----------    ----------      -----------
Total dividends and distributions.....          [___]                -0-            -0-           -0-            (.35)
                                          -----------        ----------     ----------    ----------      -----------
Net asset value, end of period........    $     [___]        $    11.65     $    10.17    $     6.83      $     10.01
                                          ===========        ==========     ==========    ==========      ===========

Total Return
Total investment return based on
  net asset value(b)..................          [___]%            14.55%         48.90%       (31.77)%         (12.75)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]        $   61,661     $   61,079    $   86,093      $   184,223
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%             1.14%          1.36%         1.11%             .95%
   Expenses, before waivers and
    reimbursements....................          [___]%             1.30%          1.36%         1.25%            1.16%
   Net investment income (loss).......          [___]%             (.93)%(a)     (1.10)%        (.86)%(a)        (.70)%(a)
Portfolio turnover rate...............          [___]%               92%           129%          111%             113%





                                                     AllianceBernstein Real Estate Investment Portfolio

                                                                   Year Ended December 31,
                                             2005               2004           2003          2002           2001
                                         ----------         ----------      ----------     ----------     ----------
                                                                                           
Net asset value, beginning of period..   $    20.66         $    15.62      $    11.52     $    11.50     $    10.75
                                         ----------         ----------      ----------     ----------     ----------

Income From Investment Operations
Net investment income (loss)(c).......         [___]               .39(a)          .46            .44(a)         .47(a)
Net realized and unrealized gain
  (loss) on investment transactions...         [___]              5.05            3.99           (.12)           .67
                                         -----------        ----------      ----------     ----------     ----------
Net increase in net asset value
  from operations.....................         [___]              5.44            4.45            .32           1.14
                                         -----------        ----------      ----------     ----------     ----------

Less: Dividends
Dividends from net investment income..         [___]              (.40)           (.35)          (.30)          (.39)
                                         -----------        ----------      ----------     ----------     ----------
Net asset value, end of period........   $     [___]       $    20.66    $      15.62     $    11.52     $    11.50
                                         ============       ==========      ==========     ==========     ==========

Total Return
Total investment return based on
  net asset value(b)..................         [___]%            35.63%          39.30%          2.60%         10.79%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................   $   [_____]        $   88,441      $   68,717     $  50,062      $  39,417
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................         [___]%              .77%           1.24%          1.06%           .95%
   Expenses, before waivers and
    reimbursements....................         [___]%              .99%           1.24%          1.29%          1.39%
   Net investment income (loss).......         [___]%             2.26%(a)        3.50%          3.70%(a)       4.32%(a)
Portfolio turnover rate...............         [___]%              35%             23%            31%            33%

------------
See footnotes on pages [___] and [___].







                                               AllianceBernstein International Value Portfolio

                                                                                                          May 10,
                                                                                                        2001(f) To
                                                              Year Ended December 31,                  December 31,
                                                2005           2004         2003             2002          2001
                                            ----------     ----------     ----------      ----------   ------------
                                                                                           
Net asset value, beginning of period....    $     16.70    $    13.45     $     9.35      $     9.87      $   10.00

Income From Investment Operations
Net investment income (loss)(a)(c)......          [___]           .20            .13             .13            .04
Net realized and unrealized gain (loss)
  on investment and foreign currency
  transactions..........................          [___]          3.16           4.01            (.64)          (.17)
Net increase (decrease) in net asset
  value from operations                           [___]          3.36           4.14            (.51)          (.13)
                                            ----------     ----------     ----------      ----------   ------------

Less: Dividends and Distributions
Dividends from net investment income              [___]          (.08)          (.04)           (.01)           -0-
Distributions from net realized gain on
  investment transactions...............          [___]          (.03)            -0-             -0-            -0-
                                            ----------     ----------     ----------      ----------   ------------
Total dividends and distributions.......          [___]          (.11)          (.04)           (.01)           -0-
                                            ----------     ----------     ----------      ----------   ------------
Net asset value, end of period..........    $     [___]    $    16.70     $    13.45      $     9.35      $    9.87
                                            ==========     ==========     ==========      ==========   ============

Total Return
Total investment return based on net
  asset value(b)........................          [___]%        25.12%         44.36%          (5.15)%        (1.30)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)..............................    $   [_____]    $   47,095      $  31,628      $   14,391      $   3,913
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements......................          [___]%          .95%          1.20%           1.17%           .95%(g)
   Expenses, before waivers and
    reimbursements......................          [___]%         1.13%          1.49%           2.20%          8.41%(g)
   Net investment income (loss)(a)                [___]%         1.42%          1.16%           1.30%           .59%(g)
Portfolio turnover rate.................          [___]%           23%            14%             19%            22%







                                                            AllianceBernstein Small/Mid Cap Value Portfolio


                                                                                                            May 2,
                                                                                                          2001(h) To
                                                                      Year Ended December 31,            December 31,
                                                2005           2004          2003           2002             2001
                                            ----------     ----------     ----------      ----------   ------------
                                                                                        
Net asset value, beginning of period....    $     16.84    $    14.49   $    10.46    $    11.18       $    10.00
                                            ----------     ----------     ----------      ----------   ------------

Income From Investment Operations
Net investment income (loss)(a)(c)                [___]           .14          .04           .12              .14
Net realized and unrealized gain (loss)
  on investment transactions............          [___]          2.60         4.23          (.81)            1.04
                                            ----------     ----------     ----------      ----------   ------------

Net increase (decrease) in net asset
  value from operations.................          [___]          2.74         4.27          (.69)            1.18
                                            ----------     ----------     ----------      ----------   ------------

Less: Dividends and Distributions
Dividends from net investment income....          [___]          (.03)        (.07)         (.02)              -0-
Distributions from net realized gain on
  investment transactions...............          [___]          (.36)        (.17)         (.01)              -0-
                                            ----------     ----------     ----------      ----------   ------------
Total dividends and distributions.......          [___]          (.39)        (.24)         (.03)              -0-
                                            ----------     ----------     ----------      ----------   ------------
Net asset value, end of period..........    $     [___]    $    16.84   $    14.49    $    10.46       $    11.18
                                            ==========     ==========     ==========      ==========   ============

Total Return
Total investment return based on net
  asset value(b)........................          [___]%        19.30%       41.26%        (6.20)%          11.80%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)..............................    $   [_____]    $  118,981   $   90,949    $   55,592       $   21,076
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements......................          [___]%          .86%        1.20%         1.13%             .95%(g)
   Expenses, before waivers and
    reimbursements......................          [___]%         1.09%        1.28%         1.41%            2.65%(g)
   Net investment income (loss)(a)                [___]%          .96%         .34%         1.04%            1.99%(g)
Portfolio turnover rate.................          [___]%           30%          21%           28%              12%

------------
See footnotes on pages [___] and [___].







                                                                AllianceBernstein Value Portfolio

                                                                                                         July 22,
                                                                                                        2002(h) To
                                                                         Year Ended December 31,        December 31,
                                                             2005       2004(i)           2003             2002
                                                          ----------  ---------        ----------      ------------
                                                                                            
Net asset value, beginning of period............       $     12.63    $    11.20      $     8.76        $   8.00
                                                          ----------     ----------     ----------      ------------

Income From Investment Operations
Net investment income (loss)(a)(c)                         [___]             .25             .16             .07
Net realized and unrealized gain on investment
  transactions .................................           [___]            1.18            2.36             .69
                                                          ----------     ----------     ----------      ------------
Net increase in net asset value from operations.           [___]            1.43            2.52             .76
                                                          ----------     ----------     ----------      ------------

Less: Dividends and Distributions
Dividends from net investment income............           [___]              -0-           (.08)             -0-
                                                          ----------     ----------     ----------      ------------
Net asset value, end of period..................       $   [___]      $    12.63      $    11.20        $   8.76
                                                         ==========     ==========     ==========      ============

Total Return
Total investment return based on net asset
  value(b)......................................           [___]%          12.77%          28.94%           9.50%

Ratios/Supplemental Data
Net assets, end of period (000's omitted).......       $  [____]      $    5,699      $      239        $    187
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements..           [___]%            .79%(g)         .99%           1.20%(g)
   Expenses, before waivers and reimbursements..           [___]%            .98%(g)        1.06%           2.28%(g)
   Net investment income(a).....................           [___]%           2.02%(g)        1.51%           4.22%(g)
Portfolio turnover rate.........................           [___]%             27%             27%             12%






                                                                AllianceBernstein U.S. Large Cap Blended Style Portfolio


                                                                                                          June 6,
                                                                                                        2002(h) to
                                                                             Year Ended December 31,   December 31,
                                                                                2005           2004       2003
                                                                           ---------       ---------     -------
                                                                                                
Net asset value, beginning of period...................................    $   11.98       $   10.96     $ 10.00
                                                                           ---------       ---------     -------

Income From Investment Operations
Net investment income (loss)(a)(c).....................................        [___]             .06         .03
Net realized and unrealized gain on investment transactions............        [___]             .97         .93
                                                                           ---------       ---------     -------
Net increase in net asset value from operations........................        [___]            1.03         .96
                                                                           ---------       ---------     -------

Less: Dividends
Dividends from net investment income...................................        [___]            (.01)         -0-
                                                                           ---------       ---------     --------
Net asset value, end of period.........................................    $   [___]       $   11.98     $ 10.96
                                                                           =========       =========     =======

Total Return
Total investment return based on net asset value(b)....................        [____]%          9.43%       9.60%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)..............................    $   [_____]     $   1,200     $ 1,090
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements.........................        [____]%          1.20%       1.20%(g)
   Expenses, before waivers and reimbursements.........................        [____]%          2.67%       6.65%(g)
   Net investment income(a)............................................        [____]%           .55%        .45%(g)
Portfolio turnover rate................................................        [____]%            42%         13%

------------
See footnotes on pages [___] and [___].






                                                                    AllianceBernstein Wealth Appreciation Strategy Portfolio

                                                                                                            July 1,
                                                                                        Year Ended        2004(f) to
                                                                                       December 31,      December 31,
                                                                                           2005            2004
                                                                                      ---------         ---------
                                                                                                  
Net asset value, beginning of period................................................  $    10.69        $    10.00

Income From Investment Operations
Net investment income (loss)(a)(c)..................................................       [___]               .01
Net realized and unrealized loss on investment transactions and foreign
  currency transactions.............................................................      [___]                .68
                                                                                      ---------         ---------
Net increase in net asset value from operations.....................................      [___]                .69
                                                                                      ---------         ---------

Less: Dividends
Dividends from net investment income                                                      [___]                 -0-
                                                                                      ---------         ----------
Net asset value, end of period                                                        $   [___]         $    10.69
                                                                                      ==========        =========

Total Return
Total investment return based on net asset value(b).................................      [____]%             6.90%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)...........................................  $   [_____]       $    5,877
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements......................................       [____]%            1.20%(g)
   Expenses, before waivers and reimbursements......................................       [____]%            4.33%(g)
   Net investment income (loss)(a)..................................................       [____]%             .25%(g)
Portfolio turnover rate.............................................................       [____]%              14%





                                              AllianceBernstein Balanced Wealth Strategy Portfolio

                                                                                                         July 1,
                                                                                        Year Ended      2004(f) to
                                                                                       December 31,     December 31,
                                                                                           2005            2004
                                                                                      ---------         ---------
                                                                                                  
Net asset value, beginning of period................................................  $    10.69        $    10.00

Income From Investment Operations
Net investment income (loss)(a)(c)..................................................       [___]               .07
Net realized and unrealized loss on investment transactions and foreign
  currency transactions.............................................................       [___]               .62
                                                                                      ---------         ---------
Net increase in net asset value from operations.....................................       [___]               .69
                                                                                      ---------         ---------

Less: Dividends
Dividends from net investment income                                                       [___]                -0-
                                                                                      ---------         ----------
Net asset value, end of period                                                        $    [___]         $   10.69
                                                                                      ==========        =========

Total Return
Total investment return based on net asset value(b).................................      [____]%             6.90%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)...........................................  $   [_____]       $    9,089
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements......................................       [____]%            1.20%(g)
   Expenses, before waivers and reimbursements......................................       [____]%            2.87%(g)
   Net investment income (loss)(a)..................................................       [____]%            1.36%(g)
Portfolio turnover rate.............................................................       [____]%              44%








                                               AllianceBernstein Global Research Growth Portfolio

                                                                                                           [_______],
                                                                                        Year Ended      2004[(f)][(h)] to
                                                                                       December 31,      December 31,
                                                                                           2005            2004
                                                                                      -------------     ---------
                                                                                                  
Net asset value, beginning of period................................................  $   [____]       $   [_____]

Income From Investment Operations
Net investment income (loss)(a)(c)..................................................      [___]             [___]
Net realized and unrealized loss on investment transactions and foreign
  currency transactions.............................................................      [___]             [___]
                                                                                      ---------         ---------
Net increase in net asset value from operations.....................................      [___]             [___]
                                                                                      ---------         ---------

Less: Dividends
Dividends from net investment income                                                      [___]             [___]
                                                                                      ---------         ---------
Net asset value, end of period                                                        $   [___]         $   [___]
                                                                                      ==========        ==========

Total Return
Total investment return based on net asset value(b).................................     [____]%          [____]%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)...........................................  $  [_____]        $  [_____]
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements......................................     [____]%          [____]%
   Expenses, before waivers and reimbursements......................................     [____]%          [____]%
   Net investment income (loss)(a)..................................................     [____]%          [____]%
Portfolio turnover rate.............................................................     [____]%          [____]%


----------
Footnotes:

(a)  Net of expenses reimbursed or waived by the Adviser.

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

(c)  Based on average shares outstanding.

(d)  As required, effective January 1, 2001, the Portfolio has adopted the
     provisions of the AICPA Audit and Accounting Guide, Audits of Investment
     Companies, and began amortizing premium on debt securities for financial
     statement reporting purposes only. For the year ended December 31, 2001,
     the effect of this change to Class A shares was as follows for the
     Portfolios included below:




                                                                             Increase
                                                                             (Decrease) in Net
                                                                             Realized and
                                                                             Unrealized Gain        Decrease in Ratio
                                                         Decrease in         (Loss) on              of Net Investment
                                                         Net Investment      Investments            Income to Average Net Assets:
                                                         Income per Share    per Share              from:            to:
                                                         ----------------    ---------              -----            ---
                                                                                                         
AllianceBernstein Total Return...................                 ($0.02)    $              0.02      2.61%            2.50%
AllianceBernstein Global Bond....................                 ($0.04)    $              0.04      3.67%            3.28%
AllianceBernstein High Yield.....................       (less than $0.01)       (less than $0.01)     8.14%            8.08%
AllianceBernstein Global Dollar..................                 ($0.01)                 ($0.01)    10.65%           10.63%
AllianceBernstein Americas Government Income.....                 ($0.04)    $              0.04      7.61%            7.35%
AllianceBernstein U.S. Government/High Grade.....                 ($0.03)    $              0.03      5.11%            4.86%



(e)  As of November 1, 2003, the Portfolio has adopted the method of accounting
     for interim payments on swap contracts in accordance with Financial
     Accounting Standards Board Statement No. 133. These interim payments are
     reflected within net realized and unrealized gain (loss) on swap contracts;
     however, prior to November 1, 2003, these interim payments were reflected
     within interest income/expense on the statement of operations. The effect
     of this change for the year ended December 31, 2004, was to decrease net
     investment income per share by $.02 and increase net realized and
     unrealized gain (loss) on investment transactions per share by $.02.
     Consequently, the ratios of net investment income to average net assets
     were decreased by 0.17%.

(f)  Commencement of operations.

(g)  Annualized.

(h)  Commencement of distribution.

(i)  There were no shares outstanding for the period May 11, 2004 through
     October 3, 2004.



APPENDIX A

BOND RATINGS

Moody's Investors Service, Inc.

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than the Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Absence of Rating--When no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue.

Should no rating be assigned, the reason may be one of the following:

1.   An application for rating was not received or accepted.

2.   The issue or issuer belongs to a group of securities or companies that are
     unrated as a matter of policy.

3.   There is a lack of essential data pertaining to the issue or issuer.

4.   The issue was privately placed, in which case the rating is not published
     in Moody's publications.

Suspension or withdrawal may occur if new and material circumstances arise, the
effects of which preclude satisfactory analysis; if there is no longer available
reasonable up-to-date data to permit a judgment to be formed; if a bond is
called for redemption; or for other reasons.

Note--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

Standard & Poor's Ratings Services

AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB -- Debt rated BBB normally exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

BB, B, CCC, CC, C--Debt rated BB, B, CCC, CC or C is regarded as having
significant speculative characteristics. BB indicates the lowest degree of
speculation and C the highest. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
exposures to adverse conditions.

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt.
However, it faces major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to an inadequate capacity to
pay interest and repay principal.

B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there
is capacity to pay interest and repay principal. Adverse business, financial or
economic conditions will likely impair the capacity or willingness to pay
principal or repay interest.

CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent upon
favorable business, financial and economic conditions to pay interest and repay
principal. In the event of adverse business, financial or economic conditions,
there is not likely to be capacity to pay interest or repay principal.

CC--Debt rated CC is currently highly vulnerable to nonpayment.

C -- The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments are being
continued.

D--The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred.

Plus (+) or Minus (-) -- The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR--Not rated.

Fitch Ratings

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C -- Bonds are in imminent default in payment of interest or principal.

DDD, DD, D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA, DDD, DD or D categories.

NR--Indicates that Fitch does not rate the specific issue.



APPENDIX B

GENERAL INFORMATION ABOUT THE UNITED KINGDOM, JAPAN, CANADA, MEXICO AND BRAZIL

General Information About the United Kingdom

     Investment in securities of United Kingdom issuers involves certain
considerations not present with investment in securities of U.S. issuers. As
with any investment not denominated in the U.S. Dollar, the U.S. Dollar value of
the Portfolio's investment denominated in the British pound sterling will
fluctuate with pound sterling-dollar exchange rate movements. Between 1972, when
the pound sterling was allowed to float against other currencies, and the end of
1992, the pound sterling generally depreciated against most major currencies,
including the U.S. Dollar. Between September and December 1992, after the United
Kingdom's exit from the Exchange Rate Mechanism of the European Monetary System,
the value of the pound sterling fell by almost 20% against the U.S. Dollar. The
pound sterling has since recovered due to interest rate cuts throughout Europe
and an upturn in the economy of the United Kingdom. The average exchange rate of
the U.S. Dollar to the pound sterling was 1.50 in 1993 and 1.83 in 2004.

     The United Kingdom's largest stock exchange is the London Stock Exchange,
which is the third largest exchange in the world. As measured by the FT-SE 100
index, the performance of the 100 largest companies in the United Kingdom
reached a record high of 6930.2 at the end of 1999. The FT-SE 100 index closed
at 4814.3 at the end of 2004.

     The Economic and Monetary Union ("EMU") became fully implemented on
February 28, 2002, when a common currency (the Euro) became the exclusive
currency for European countries that meet the eligibility criteria and choose to
participate. Although the United Kingdom meets the eligibility criteria, the
government has not taken any action to join the EMU.

     From 1979 until 1997 the Conservative Party controlled Parliament. In the
May 1, 1997 general elections, however, the Labour Party, led by Tony Blair, won
a majority in Parliament, gaining 418 of 659 seats in the House of Commons. Mr.
Blair, who was appointed Prime Minister, launched a number of reform
initiatives, including an overhaul of the monetary policy framework intended to
protect monetary policy from political forces by vesting responsibility for
setting interest rates in a new Monetary Policy Committee headed by the Governor
of the Bank of England, as opposed to the Treasury. Prime Minister Blair also
undertook a comprehensive restructuring of the regulation of the financial
services industry. The Labour Party was re-elected on June 7, 2001 and now holds
408 of the 659 seats in the House of Commons.

General Information About Japan

     Investment in securities of Japanese issuers involves certain
considerations not present with investment in securities of U.S. issuers. As
with any investment not denominated in the U.S. Dollar, the U.S. Dollar value of
each Portfolio's investments denominated in the Japanese Yen will fluctuate with
Yen-Dollar exchange rate movements. Between 1985 and 1995, the Japanese Yen
generally appreciated against the U.S. Dollar. Since 1995, there have been
periods during which the Japanese Yen has generally depreciated, and periods
during which it has generally appreciated, against the U.S. Dollar. The Japanese
government has in the past intervened in the currency markets to moderate the
Yen's appreciation during periods of high volatility. There is no assurance that
the government will do so in the future.

     Japan's largest stock exchange is the Tokyo Stock Exchange, the First
Section of which is reserved for larger, established companies. As measured by
the TOPIX, a capitalization-weighted composite index of all common stocks listed
in the First Section, the performance of the First Section reached a peak in
1989. The TOPIX continued to decline each year thereafter, with the exception of
1999, until 2003, when it closed at 1043.69 at year-end, up approximately 25%
from the end of 2002. The TOPIX closed at 1149.63 at the end of 2004.

     Since the early 1980s, Japan has consistently recorded large current
account trade surpluses with the U.S. that have caused difficulties in the
relations between the two countries. On October 1, 1994, the U.S. and Japan
reached an agreement that was expected to lead to more open Japanese markets
with respect to trade in certain goods and services. Since then, the two
countries have agreed in principle to increase Japanese imports of American
automobiles and automotive parts, as well as other goods and services.
Nevertheless, the surpluses have persisted and it is expected that continuing
friction between the U.S. and Japan with respect to trade issues will continue
for the foreseeable future.

     Each Portfolio's investments in Japanese issuers will be subject to
uncertainty resulting from the instability of recent Japanese ruling coalitions.
From 1955 to 1993, Japan's government was controlled by a single political
party, the conservative Liberal Democratic party (the "LDP"). Since 1993, Japan
has been ruled by six different governments and ten prime ministers. While the
LDP remains Japan's largest party and continues to dominate Japanese politics,
the LDP has not always been able to gain the majority of either house of the
parliament and has had to form coalitions with other parties. The current Prime
Minister is Junichiro Koizumi, who was elected by the LDP in April 2001 to
replace Yoshiro Mori. Since the early 1990s, Japan's banking industry has been
weakened by a significant amount of problem loans. Following the insolvency of
one of Japan's largest banks in November 1997, the government proposed several
plans designed to strengthen the weakened banking sector. In October 1998, the
Japanese parliament approved several new laws that made $508 billion in public
funds available to increase the capital of Japanese banks, to guarantee
depositors' accounts and to nationalize the weakest banks. Although problems
remain, the condition of Japan's banking sector has begun to improve.

General Information About Canada

     Canada consists of a federation of ten Provinces and three federal
territories (which generally fall under federal authority) with a constitutional
division of powers between the federal and Provincial governments. The
Parliament of Canada has jurisdiction over all areas not assigned exclusively to
the Provincial legislatures, and has jurisdiction over such matters as the
federal public debt and property, the regulation of trade and commerce, currency
and coinage, banks and banking, national defense, the postal services,
navigation and shipping and unemployment insurance.

     The Canadian economy is based on the free enterprise system, with business
organizations ranging from small owner-operated businesses to large
multinational corporations. Manufacturing and resource industries are large
contributors to the country's economic output, but as in many other highly
developed countries, there has been a gradual shift from a largely
goods-producing economy to a predominantly service-based one. Agriculture and
other primary production play a small but key role in the economy. Canada is
also an exporter of energy to the United States in the form of natural gas (of
which Canada has substantial reserves) and hydroelectric power, and has
significant mineral resources.

     Canadian Dollars are fully exchangeable into U.S. Dollars without foreign
exchange controls or other legal restriction. Since the major developed-country
currencies were permitted to float freely against one another, the range of
fluctuation in the Canadian Dollar-U.S. Dollar exchange rate generally has been
narrower than the range of fluctuation between the U.S. Dollar and most other
major currencies. Since 1991, Canada generally has experienced a weakening of
its currency. The Canadian Dollar reached an all-time low of 1.6128 Canadian
Dollars per U.S. Dollar on January 18, 2002. On March 16, 2005, the Canadian
Dollar-U.S. Dollar exchange rate was 1.2038:1. The range of fluctuation that has
occurred in the past is not necessarily indicative of the range of fluctuation
that will occur in the future. Future rates of exchange cannot be accurately
predicted.

General Information About The United Mexican States

     The United Mexican States ("Mexico") is a nation formed by 31 states and a
Federal District (Mexico City). The Political Constitution of Mexico, which took
effect on May 1, 1917, established Mexico as a Federal Republic and provides for
the separation of executive, legislative and judicial branches. The President
and the members of the General Congress are elected by popular vote.

     Prior to 1994, when Mexico experienced an economic crisis that led to the
devaluation of the Peso in December 1994, the Mexican economy experienced
improvement in a number of areas, including growth in gross domestic product and
a substantial reduction in the rate of inflation and in the public sector
financial deficit. Much of the past improvement in the Mexican economy was due
to a series of economic policy initiatives intended to modernize and reform the
Mexican economy, control inflation, reduce the financial deficit, increase
public revenues through the reform of the tax system, establish a competitive
and stable currency exchange rate, liberalize trade restrictions and increase
investment and productivity, while reducing the government's role in the
economy. In this regard, the Mexican government launched a program for
privatizing certain state owned enterprises, developing and modernizing the
securities markets, increasing investment in the private sector and permitting
increased levels of foreign investment.

     In 1994, Mexico faced internal and external conditions that resulted in an
economic crisis that continues to affect the Mexican economy adversely. Growing
trade and current account deficits, which could no longer be financed by inflows
of foreign capital, were factors contributing to the crisis. A weakening economy
and unsettling political and social developments caused investors to lose
confidence in the Mexican economy. This resulted in a large decline in foreign
reserves followed by a sharp and rapid devaluation of the Mexican Peso. The
ensuing economic and financial crisis resulted in higher inflation and domestic
interest rates, a contraction in real gross domestic product and a liquidity
crisis.

     In response to the adverse economic conditions that developed at the end of
1994, the Mexican government instituted a new economic program; and the
government and the business and labor sectors of the economy entered into a new
accord in an effort to stabilize the economy and the financial markets. To help
relieve Mexico's liquidity crisis and restore financial stability to Mexico's
economy, the Mexican government also obtained financial assistance from the
United States, other countries and certain international agencies conditioned
upon the implementation and continuation of the economic reform program.

     In October 1995, and again in October 1996, the Mexican government
announced new accords designed to encourage economic growth and reduce
inflation. While it cannot be accurately predicted whether these accords will
continue to achieve their objectives, the Mexican economy has stabilized since
the economic crisis of 1994, and the high inflation and high interest rates that
continued to be a factor after 1994 have subsided as well. After declining for
five consecutive quarters beginning with the first quarter of 1995, Mexico's
gross domestic product began to grow in the second quarter of 1996. That growth
was sustained through 2000, resulting in increases of 5.1%, 6.8%, 4.9%, 3.8% and
6.9% in 1996, 1997, 1998, 1999, and 2000, respectively. After contracting by
0.3% in 2001, Mexico's gross domestic product grew by 0.7% in 2002 and 1.3% in
2003. In addition, inflation dropped from a 52% annual rate in 1995 to a 4.0%
annual rate in 2003. Mexico's economy is influenced by international economic
conditions, particularly those in the United States, and by world prices for oil
and other commodities. Reflecting Mexico's strengthened economy, S&P upgraded
Mexico's sovereign debt rating on February 7, 2002 to investment grade. Fitch
and Moody's took similar actions on January 22, 2002 and March 4, 2000,
respectively. The continuing recovery of the economy will require economic and
fiscal discipline as well as stable political and social conditions. In
addition, there is no assurance that Mexico's economic policy initiatives will
be successful or that the new President, who took office on December 1, 2000,
and succeeding administrations will continue these initiatives.

     Under economic policy initiatives implemented on and after December 1987,
the Mexican government introduced a series of schedules allowing for the gradual
devaluation of the Mexican Peso against the U.S. Dollar. These gradual
devaluations continued until December 1994. On December 22, 1994, the Mexican
government announced that it would permit the Peso to float freely against other
currencies, resulting in a precipitous decline against the U.S. Dollar. By
December 31, 1996, the Peso-Dollar exchange rate had decreased approximately 40%
from that on December 22, 1994. After dropping approximately 55% from 1994
through 1996, from 1997 through 1999 the Peso-Dollar exchange rate decreased
approximately 20%. There was relatively little change in the Peso-Dollar
exchange rate between 1999 and 2001, but beginning in 2002, the Peso-Dollar
exchange rate began to decrease. The average Peso-Dollar exchange rate in 2004
was approximately 20% lower than the average Peso-Dollar exchange rate in 2002.

     Mexico has in the past imposed strict foreign exchange controls. There is
no assurance that future regulatory actions in Mexico would not affect a
Portfolio's ability to obtain U.S. Dollars in exchange for Mexican Pesos. During
2000, there was relatively little change in the Peso-Dollar exchange rate.



General Information About Brazil

     The Federative Republic of Brazil ("Brazil") is a federal republic with 26
states and a federal district. Brazil's 1988 constitution grants broad powers to
the federal government, which consists of the executive, legislative and
judicial branches. Fifteen political parties are currently represented in
Congress. Because of mandatory revenue allocation to states and municipalities
provided for in the 1988 constitution, the governors and mayors of Brazil have
considerable powers.

     Brazil has vast agricultural resources, which are well diversified.
Agriculture accounts for 9% of Brazil's gross domestic product and about 40% of
Brazil's exports, and employs about 20% of the labor force. Brazil also has one
of the most advanced industrial sectors in Latin America, accounting for
one-third of Brazil's gross domestic product. Brazil's major industries include
automobiles and parts, other machinery and equipment, steel, textiles, shoes,
cement, lumber, iron ore, tin and petrochemicals. Brazil also has a diverse and
sophisticated services industry, with mail and telecommunications the largest,
followed by banking, energy, commerce and computing.

     Brazil's economy, which is Latin America's largest, is highly diversified,
with wide variations in levels of development. Most large industry is
concentrated in the south, with the northeast being the poorest region. In 2002,
the economy was under stress due to election uncertainties, a decrease in direct
foreign investment and the depreciation of Brazil's currency. Brazil has also
experienced a large level of public debt, but has benefited from a $30 billion
International Monetary Fund program. In addition, President Luiz Inacio Lula da
Silva, who was elected in 2002, has instituted strong fiscal and monetary
policies. Brazil recorded real gross domestic product growth of 1.7% in 2001 and
1.5% in 2002. Brazil's gross domestic product contracted by 0.2% in 2003. In the
first and second quarters of 2004, Brazil's gross domestic product grew by 2.7%
and 5.7%, respectively, compared to the same quarters of 2003.

     In the mid-1990s, Brazil embarked on a series of successful programs to
stabilize its economy and to address historically high inflation rates. Among
other things, these programs opened up the economy to greater private sector
participation, including foreign investors. Market opening and economic
stabilization have significantly enhanced Brazil's growth prospects.

     Brazil successfully shifted from an essentially fixed exchange rate regime
to a floating exchange rate regime in January 1999. Following the float in 1999,
Brazil's currency, the Real, fell approximately 50% but subsequently stabilized.
The Brazilian Real/U.S. Dollar exchange rate at the end of 2004 was R2.93,
compared to R3.08 at the end of 2003 and R2.92 at the end of 2002.




APPENDIX C

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between the Adviser and the NYAG requires the Fund to
include the following supplemental hypothetical investment information that
provides additional information calculated and presented in a manner different
from expense information found under "Fees and Expenses of the Portfolios" in
this Prospectus about the effect of a Portfolio's expenses, including investment
advisory fees and other Portfolio costs, on the Portfolio's returns over a
10-year period. Except as otherwise indicated, the chart shows the estimated
expenses that would be charged on a hypothetical investment of $10,000 in Class
A shares of the Portfolio assuming a 5% return each year. The chart also assumes
that the current annual expense ratio stays the same throughout the 10-year
period. The current annual expense ratio for each Portfolio is the same as
stated under "Fees and Expenses of the Portfolios." There are additional fees
and expenses associated with variable products. These fees can include mortality
and expense risk charges, administrative charges, and other charges that can
significantly affect expenses. These fees and expenses are not reflected in the
following expense information. Your actual expenses may be higher or lower.




                                            AllianceBernstein Money Market Portfolio
----------------------------------------------------------------------------------------------------------------------
                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                                       AllianceBernstein Large Cap Growth Portfolio
----------------------------------------------------------------------------------------------------------------------
                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                                          AllianceBernstein Growth and Income Portfolio
----------------------------------------------------------------------------------------------------------------------
                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                          AllianceBernstein U.S. Government/High Grade Securities Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                              AllianceBernstein High Yield Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                   AllianceBernstein Balanced Shares Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                              AllianceBernstein International Research Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                     AllianceBernstein Global Bond Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





             AllianceBernstein Americas Government Income Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





              AllianceBernstein Global Dollar Government Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                   AllianceBernstein Utility Income Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                       AllianceBernstein Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                AllianceBernstein International Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                  AllianceBernstein Global Technology Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                  AllianceBernstein Small Cap Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





               AllianceBernstein Real Estate Investment Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                 AllianceBernstein International Value Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                 AllianceBernstein Small/Mid Cap Value Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





                        AllianceBernstein Value Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






            AllianceBernstein U.S. Large Cap Blended Style Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





            AllianceBernstein Wealth Appreciation Strategy Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






              AllianceBernstein Balanced Wealth Strategy Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






               AllianceBernstein Global Research Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






For more information about the Portfolios, the following documents are available
upon request:

o    ANNUAL/SEMI-ANNUAL REPORTS TO CONTRACTHOLDERS

The Portfolios' annual and semi-annual reports to Contractholders contain
additional information on the Portfolios' investments. In the annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected a Portfolio's performance during its last fiscal year.

o    STATEMENT OF ADDITONAL INFORMATION (SAI)

The Fund has an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Fund's SAI
and the independent registered public accounting firm's report and financial
statements in each Portfolio's most recent annual report to Contractholders are
incorporated by reference into (and are legally part of) this Prospectus.

You may request a free copy of the current annual/semi-annual report or the SAI,
or make inquiries concerning the Portfolios, by contacting your broker or other
financial intermediary, or by contacting the Adviser:

By Mail:                             AllianceBernstein Investor Services, Inc.
                                     P.O. Box 786003
                                     San Antonio, TX 78278-6003

By Phone:                            For Information: (800) 221-5672
                                     For Literature: (800) 227-4618

Or you may view or obtain these documents from the Commission:

     o    Call the Commission at 1-202-942-8090 for information on the operation
          of the Public Reference Room.

     o    Reports and other information about the Fund are available on the
          EDGAR Database on the Commission's Internet site at http://www.sec.gov

     o    Copies of the information may be obtained, after paying a duplicating
          fee, by electronic request at publicinfo@sec.gov, or by writing the
          Commission's Public Reference Section, Washington DC 20549-0102

On the Internet: www.sec.gov

You also may find these documents and more information about the Adviser and the
Portfolios on the Internet at: www.alliancebernstein.com.

Portfolio                                                           SEC File No.
---------                                                           ------------

                                                                      811-05398
AllianceBernstein Money Market Portfolio                              811-05398
AllianceBernstein Large Cap Growth Portfolio                          811-05398
AllianceBernstein Growth and Income Portfolio                         811-05398
AllianceBernstein U.S. Government/High Grade Securities Portfolio     811-05398
AllianceBernstein High Yield Portfolio                                811-05398
AllianceBernstein Balanced Shares Portfolio                           811-05398
AllianceBernstein International Research Growth Portfolio             811-05398
AllianceBernstein Global Bond Portfolio                               811-05398
AllianceBernstein Americas Government Income Portfolio                811-05398
AllianceBernstein Global Dollar Government Portfolio                  811-05398
AllianceBernstein Utility Income Portfolio                            811-05398
AllianceBernstein Growth Portfolio                                    811-05398
AllianceBernstein International Growth Portfolio                      811-05398
AllianceBernstein Global Technology Portfolio                         811-05398
AllianceBernstein Small Cap Growth Portfolio                          811-05398
AllianceBernstein Real Estate Investment Portfolio                    811-05398
AllianceBernstein International Value Portfolio                       811-05398
AllianceBernstein Small/Mid Cap Value Portfolio                       811-05398
AllianceBernstein Value Portfolio                                     811-05398
AllianceBernstein U.S. Large Cap Blended Style Portfolio              811-05398
AllianceBernstein Wealth Appreciation Strategy Portfolio              811-05398
AllianceBernstein Balanced Wealth Strategy Portfolio                  811-05398
AllianceBernstein Global Research Growth Portfolio                    811-05398





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

     Privacy Notice (This information is not part of the Prospectus.)

     AllianceBernstein L.P., the AllianceBernstein Family of Funds and
     AllianceBernstein Investments, Inc. (collectively,
     "AllianceBernstein" or "we") understand the importance of
     maintaining the confidentiality of our customers' nonpublic
     personal information. In order to provide financial products and
     services to our customers efficiently and accurately, we may
     collect nonpublic personal information about our customers from
     the following sources: (1) information we receive from account
     documentation, including applications or other forms (which may
     include information such as a customer's name, address, social
     security number, assets and income) and (2) information about our
     customers' transactions with us, our affiliates and others
     (including information such as a customer's account balances and
     account activity).

     It is our policy not to disclose nonpublic personal information
     about our customers (or former customers) except to our
     affiliates, or to others as permitted or required by law. From
     time to time, AllianceBernstein may disclose nonpublic personal
     information that we collect about our customers (or former
     customers), as described above, to non-affiliated third party
     providers, including those that perform processing or servicing
     functions and those that provide marketing services for us or on
     our behalf pursuant to a joint marketing agreement that requires
     the third party provider to adhere to AllianceBernstein's privacy
     policy. We have policies and procedures to safeguard nonpublic
     personal information about our customers (or former customers)
     which include: (1) restricting access to such nonpublic personal
     information and (2) maintaining physical, electronic and
     procedural safeguards that comply with federal standards to
     safeguard such nonpublic personal information.

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


00250.0292 647388





ALLIANCEBERNSTEIN
Investments
--------------------------------------------------------------------------------

AllianceBernstein Variable Products Series Fund, Inc.

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

                         CLASS B PROSPECTUS--May 1, 2006

--------------------------------------------------------------------------------
> Money Market Portfolio                > International Growth Portfolio
> Large Cap Growth Portfolio            > Global Technology Portfolio
> Growth and Income Portfolio           > Small Cap Growth Portfolio
> U.S. Government/High Grade            > Real Estate Investment Portfolio
  Securities Portfolio
> High Yield Portfolio                  > International Value Portfolio
> Balanced Shares Portfolio             > Small/Mid Cap Value Portfolio
> International Research Growth         > Value Portfolio
  Portfolio
> Global Bond Portfolio                 > U.S. Large Cap Blended Style Portfolio
> Americas Government Income Portfolio  > Wealth Appreciation Strategy Portfolio
> Global Dollar Government Portfolio    > Balanced Wealth Strategy Portfolio
> Utility Income Portfolio              > Global Research Growth Portfolio
> Growth Portfolio

     This Prospectus describes the Portfolios that are available as underlying
     investments through your variable contract. For information about your
     variable contract, including information about insurance-related expenses,
     see the prospectus for your variable contract which accompanies this
     Prospectus.

     The Securities and Exchange Commission has not approved or disapproved
     these securities or passed upon the adequacy of this Prospectus. Any
     representation to the contrary is a criminal offense.

Investment Products Offered

---------------------------
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
---------------------------



Table of Contents
--------------------------------------------------------------------------------

                                                                            Page




SUMMARY INFORMATION

This Prospectus begins with a summary of key information about each of the
Portfolios in AllianceBernstein Variable Products Series Fund. The Summary
describes a Portfolio's objectives, investment strategies, principal risks, and
fees. You will find additional information about the Portfolios and their
investments beginning on page [___].

Performance Information
-----------------------

This Summary includes a table for each Portfolio showing its average annual
returns and a bar chart showing its annual returns. The table and the bar chart
provide an indication of the historical risk of an investment in each Portfolio
by showing:

     o    how the Portfolio's average annual returns for one, five, and ten
          years (or over the life of the Portfolio) compare to those of a
          broad-based securities market index; and

     o    how the Portfolio's performance changed from year to year over ten
          years (or over the life of the Portfolio).

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

                                   PLEASE NOTE

       A Portfolio's past performance before and after taxes, of course,
        does not necessarily indicate how it will perform in the future.

   As with all investments, you may lose money by investing in the Portfolio.

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

Risk
----

     ---------------------------------------------------------------------------
                             WHY IS RISK IMPORTANT?

     You should consider risk carefully when investing in a Portfolio. You could
     put your money in investments that have very little risk (for example,
     certificates of deposit issued by a bank), but these investments would
     typically have a lower return than a riskier investment. In other words,
     you should get a higher return if your investments have more risk.

     We have included a graphic for each Portfolio that shows the Portfolio's
     risk profile as compared to our other Variable Products Series Portfolios.
     The bar chart for each Portfolio also gives an indication of a Portfolio's
     overall risk. A Portfolio whose performance as reflected in the bars does
     not vary significantly from year-to-year is a lower-risk investment.
     Conversely, a Portfolio with a higher variability of returns is a riskier
     investment.
     ---------------------------------------------------------------------------

This summary lists the principal risks for each Portfolio followed by an
explanation of these risks. Generally, each Portfolio has broad risks that apply
to all funds, such as market risk, as well as specific risks for a Portfolio
that invests in a particular type of securities, such as foreign (non-U.S.)
securities risk, currency risk or small- or mid-capitalization companies risk.
The risks of a Portfolio may be increased by the use of borrowing techniques or
derivatives, such as futures, options and swaps.

     ---------------------------------------------------------------------------
                              WHAT IS MARKET RISK?

     Market risk is the risk that factors affecting the securities markets
     generally will cause a possibly adverse change in the value of the
     securities owned by a Portfolio. The value of securities may decline simply
     because of economic changes or other events that impact large portions of
     the market. The factors include real or perceived unfavorable market
     conditions, increases in the rate of inflation, and changes in the general
     outlook for consumer spending, home sales and mortgage rates, or corporate
     earnings. All of the Portfolios are subject to this risk.
     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------
                           WHAT IS INTEREST RATE RISK?

     Changes in interest rates affect the value of fixed-income securities. If
     interest rates rise, the prices of these securities fall because to earn
     the higher rate the fixed principal amount has to be lower. In other words,
     fixed-income securities' prices and interest rates move in opposite
     directions. Increases in interest rates will cause a Portfolio's net asset
     value to decline and, at least in the near term, this decrease in value
     will not be offset by higher interest income from new investments. This
     risk is higher for fixed-income securities with longer maturities. Shorter
     and intermediate-term securities are less sensitive to interest rate
     changes. The opposite side of the effect of changes in interest rates is
     that if interest rates fall, the prices of fixed-income securities will
     increase. You, as an investor, would benefit from decreases in interest
     rates because your Portfolio's net asset value would increase.
     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------
                              WHAT IS CREDIT RISK?

     The issuers of fixed income securities may default by failing to make
     interest payments or to repay principal in a timely manner. This is
     referred to as credit risk. To illustrate, credit risk is virtually
     non-existent for securities issued by the U.S. government as well as other
     major non-U.S. countries. Credit risk is higher for fixed-income securities
     issued by corporations. The degree of credit risk is reflected in credit
     ratings described below. Securities with higher credit risks (and lower
     ratings), often referred to as high yield securities, generally pay a
     higher interest rate to compensate investors for the additional risk.
     ---------------------------------------------------------------------------

Credit Ratings

Credit ratings of fixed-income securities measure an issuer's expected ability
to pay principal and interest over time. Credit ratings are determined by
ratings organizations, such as Standard & Poor's, Moody's or Fitch. A lower
rating means there is a greater chance that an issuer will fail to meet its
payment obligation or default. The following terms are generally used to
describe the credit quality of debt securities depending on the security's
credit rating or, if unrated, credit quality as determined by the Adviser:

     o    investment grade or

     o    below investment grade ("high yield securities" or "junk bonds")

For a further description of credit ratings, see "Appendix A-Bond Ratings." As
noted in Appendix A, the credit rating organizations may modify their ratings of
securities to show relative standing within a rating category, with the addition
of numerical modifiers (1, 2 or 3) in the case of Moody's, and with the addition
of a plus (+) or minus (-) sign in the case of S&P and Fitch, and with the
addition of "high" or "low" for Dominion. A Portfolio may purchase a security,
regardless of any rating modification, provided the security is rated at or
above the Portfolio's minimum rating category. For example, a Portfolio may
purchase a security rated B1 by Moody's, or B- by S&P, provided the Portfolio
may purchase securities rated B. Any reference to ratings by S&P or Moody's
includes equivalent ratings by other ratings agencies.

Other Information

Maturity and Duration
---------------------

The maturity of a fixed-income security is the date at which the principal
amount of the security is payable. As discussed above, fixed-income securities
with longer maturities will be more volatile because they are more sensitive to
interest rates. To compensate for the increase in risk, however, these
securities generally have a higher yield.

Duration measures a bond or portfolio's sensitivity to interest rate changes. It
is expressed as a number of years. The higher the number, the greater the risk.
Under normal circumstances, for example, if a portfolio has a duration of four
years, its value will change 4% if rates change by 1%; a duration of two years
will result in a 2% change in value, and so on. Thus, shorter duration bonds
result in lower expected volatility.


General
-------

     o    The Fund's investment adviser is AllianceBernstein L.P., or the
          Adviser, a global investment manager providing diversified services to
          institutions and individuals through a broad line of investments
          including 120 mutual funds.

     o    References to "net assets" mean the assets of a Portfolio after
          liabilities, plus any borrowings used for investment purposes. In
          other words, net assets reflects the value of a Portfolio's
          investments.

     o    Portfolios that have a policy to invest at least 80% of their net
          assets in securities indicated by their name, such as U.S.
          Government/High Grade Securities, will not change these policies
          without 60 days' prior written notice to shareholders.




AllianceBernstein Money Market Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is maximum current income to the extent
consistent with safety of principal and liquidity.

The Portfolio is a "money market fund" that seeks to maintain a stable net asset
value of $1.00 per share. The Portfolio invests in a portfolio of high-quality,
U.S. dollar-denominated money market securities.

As a money market fund, the Portfolio must meet the requirements of the SEC Rule
2a-7. The Rule imposes strict requirements on the investment quality, maturity,
and diversification of the Portfolio's investments. Currently, under Rule 2a-7,
the Portfolio's investments must have a remaining maturity of no more than 397
days and its investments must maintain an average weighted maturity that does
not exceed 90 days.

The Portfolio may invest in:

     o    marketable obligations issued or guaranteed by the U.S. Government,
          its agencies or instrumentalities;
     o    certificates of deposit and bankers' acceptances issued or guaranteed
          by, or time deposits maintained at, banks or savings and loan
          associations (including foreign branches of U.S. banks or U.S. or
          foreign branches of foreign banks) having net assets of more than $500
          million;
     o    high-quality commercial paper (or, if not rated, commercial paper
          determined by the Adviser to be of comparable quality) issued by U.S.
          or foreign companies and participation interests in loans made to
          companies that issue such commercial paper;
     o    adjustable rate obligations;
     o    asset-backed securities;
     o    restricted securities (i.e., securities subject to legal or
          contractual restrictions on resale); and
     o    repurchase agreements that are fully collateralized.

The Portfolio may invest up to 25% of its net assets in money market instruments
issued by foreign branches of foreign banks. The Portfolio limits its investment
in illiquid securities to 10% of its net assets. Illiquid securities include
restricted securities, except restricted securities determined by the Adviser to
be liquid in accordance with procedures adopted by the Fund's Board of
Directors.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Interest Rate Risk          o Credit Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)
                                            1 year      5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%     [_____]%        [_____]%
--------------------------------------------------------------------------------

You may obtain the most current seven-day yield information of the Portfolio by
calling 800-221-9513 or your financial intermediary.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

4.7     5.1     5.0     4.7     5.9     3.5     1.1     0.5     0.7     [___]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein Large Cap Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

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

Effective May 2, 2005, the Portfolio has changed its name to reflect its
historical investment strategy of investing in large-capitalization companies
and adopted a policy that, under normal circumstances, it will invest at least
80% of its net assets in common stocks of large-capitalization companies. For
these purposes, "large-capitalization companies" are those that, at the time of
investment, have market capitalizations within the range of market
capitalizations of companies appearing in the Russell 1000(R) Growth Index.
While the market capitalizations of companies in the Russell 1000(R) Growth
Index ranged from approximately $[___] million to approximately $[___] billion
as of December 31, 2005, the Portfolio normally will invest in common stocks of
companies with market capitalizations of at least $5 billion at the time of
purchase.

Normally, the Portfolio invests in about 40-60 companies, with the 25 most
highly regarded of these companies usually constituting approximately 70% of the
Portfolio's net assets. The Portfolio is thus atypical from most equity mutual
funds in its focus on a relatively small number of intensively researched
companies. The Portfolio is designed for those seeking to accumulate capital
over time with less volatility than that associated with investment in smaller
companies.

In managing the Portfolio, the Adviser seeks to utilize market volatility
judiciously (assuming no change in company fundamentals), striving to capitalize
on apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. The Portfolio
normally remains nearly fully invested and does not take significant cash
positions for market timing purposes. During market declines, while adding to
positions in favored stocks, the Portfolio tends to become somewhat more
aggressive, gradually reducing the number of companies represented in its
portfolio. Conversely, in rising markets, while reducing or eliminating fully
valued positions, the Portfolio tends to become somewhat more conservative,
gradually increasing the number of companies represented in its portfolio.
Through this process, the Adviser tends to add to positions on price weakness
and sell into price strength, all else being equal and assuming company
fundamentals are intact. The Adviser uses this active management strategy to
attempt to add incremental performance while seeking to mitigate risk by
enforcing a buy low, sell high discipline.

The Portfolio may invest in synthetic foreign equity securities and depositary
receipts. The Portfolio also may enter into derivative transactions, such as
option, futures, forwards, and swap agreements.

Prior to May 2, 2005, the Portfolio was known as AllianceBernstein Premier
Growth Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Focused Portfolio Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)
                                            1 year      5 years         10 years
-------------------------------------------------------------------------------
Portfolio                                  [_____]%     [_____]%        [_____]%
--------------------------------------------------------------------------------
Russell 1000 Growth Index                  [_____]%     [_____]%        [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

22.7    33.9    48.0    32.3    -16.6   -17.2   -30.6   23.7    8.6     [___]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein Growth and Income Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in the equity securities of U.S. companies that
the Adviser believes are undervalued. The Adviser believes that, over time, a
company's stock price will come to reflect its intrinsic economic value. The
Adviser uses a disciplined investment process to evaluate the companies in the
Adviser's extensive research universe and to identify the stocks of companies
that offer the best combination of value and potential for price appreciation.
The Portfolio may invest in companies of any size and in any industry.

The Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies that are significant participants in their particular
industries. As one of the largest multi-national investment firms, the Adviser
has access to considerable information concerning all of the companies followed,
an in-depth understanding of the products, services, markets and competition of
these companies and a good knowledge of the managements of most of the companies
in its research universe. The Adviser's analysts prepare their own earnings
estimates and financial models for each company followed.

In determining a company's intrinsic economic value, the Adviser takes into
account many factors that it believes bear on the company's ability to perform
in the future, including earnings growth, prospective cash flows, dividend
growth and growth in book value. The Adviser then ranks, at least weekly, each
of the companies in its research universe in the relative order of disparity
between their intrinsic economic value and their stock prices, with companies
with the greatest disparities receiving the highest rankings (i.e., being
considered the most undervalued). The Adviser anticipates that the Portfolio's
portfolio normally will include approximately 65 companies, with substantially
all of those companies ranking in the top three deciles of the Adviser's
valuation model. Not every security deemed to be undervalued is subsequently
purchased by the Portfolio; undervalued securities are further analyzed before
being added to the Portfolio's portfolio. The Adviser will use its research
capability to help best evaluate the potential rewards and risks of investing in
competing undervalued securities. It is the interaction between the Adviser's
research capabilities and the disciplined value model's perception of value that
determines which securities will be purchased or sold by the Portfolio.

The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, the Portfolio may be
attracted to investments in companies with different market capitalizations
(i.e., large, mid or small capitalization) or companies engaged in particular
types of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio also invests in high-quality securities of non-U.S. issuers. The
Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Currency Risk
          o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Russell 1000 Value Index                   [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

24.1    28.8    20.9    11.4    13.9    0.4     -22.1   32.5    11.5    [___]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein U.S. Government/High Grade Securities Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is high current income consistent with
preservation of capital.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in U.S. Government or high-grade fixed-income securities rated A or
better by S&P and Moody's or equivalent rating. The Portfolio's investments
include mortgage-backed securities and repurchase agreements relating to U.S.
Government securities. U.S. Government securities in which the Portfolio invests
may include a significant amount of securities issued by government-sponsored
entities, such as FNMA or FHLMC, which are neither issued nor guaranteed by the
U.S. Treasury. The Portfolio also may invest in investment grade corporate and
other debt securities.

The Portfolio will not invest in any security rated below BBB- by S&P or Baa3 by
Moody's or equivalent rating. The Portfolio may invest in debt securities with a
range of maturities from short- to long-term. The Portfolio may enter into
derivative transactions, such as options, futures, forwards, or swap agreements.
The Portfolio may also invest in qualifying bank deposits and enter into forward
commitments.

The Portfolio expects to engage in active and frequent trading of portfolio
securities to achieve its principal investment strategies. A higher rate of
portfolio turnover increases brokerage and other transaction expenses, which may
negatively affect the Portfolio's performance.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Inflation Risk
          o Interest Rate Risk          o Prepayment Risk
          o Credit Risk                 o Derivatives Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Lehman Brothers U.S.
Aggregate Index                            [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

2.6     8.7     8.2     -2.5    11.1    7.9     7.8     3.9     3.8     [___]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein High Yield Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to earn the highest level of current
income available without assuming undue risk by investing principally in
high-yielding fixed-income securities rated Baa or lower by Moody's or BBB or
lower by S&P or Fitch or, if unrated, of comparable quality as determined by the
Adviser. As a secondary objective, the Portfolio seeks capital appreciation.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in high yield fixed-income securities rated below investment grade by two
or more rating agencies. The Portfolio invests in a diversified mix of high
yield, below investment grade debt securities, known as "junk bonds." These
securities involve greater volatility of price and risk of principal and income
than higher quality debt securities. The Portfolio is managed to maximize total
return by taking advantage of market developments, yield disparities, and
variations in the creditworthiness of issuers. The Portfolio uses various
strategies in attempting to achieve its objective. The Portfolio may invest in
fixed-income securities with a range of maturities from short- to long-term.

When the spreads between the yields derived from lower-rated securities and
those derived from higher-rated issues are relatively narrow, the Portfolio may
invest in the higher-rated issues since they may provide similar yields with
somewhat less risk. The Portfolio normally does not invest in securities rated
below CCC by S&P or Moody's or equivalent rating.

The Portfolio may invest up to 25% of its net assets in U.S. Dollar-denominated
and up to 20% of its net assets in non-U.S. Dollar-denominated foreign
fixed-income securities. The Portfolio may buy and sell foreign currencies or
enter into foreign currency exchange contracts principally for the purpose of
preserving the value of foreign securities or in anticipation of purchasing
foreign securities.

The Portfolio may invest in mortgage-related and other asset-backed securities;
forward commitment and when-issued securities; U.S. Government securities;
municipal securities; standby-commitments; preferred stock; and may use other
investment techniques. The Portfolio may invest, without limit, in derivatives,
such as options, futures, forwards, or swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Foreign Risk
          o Interest Rate Risk          o Currency Risk
          o Credit Risk                 o Derivatives Risk
          o Inflation Risk              o Liquidity Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                      1 year      5 years       Since Inception*
--------------------------------------------------------------------------------
Portfolio                             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------
Credit Suisse First Boston
High Yield (CSFBHY) Index             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from October 27, 1997.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     -3.7    -2.6    -5.2    3.0     -3.0    22.4    8.0     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein Balanced Shares Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is total return consistent with reasonable
risk, through a combination of income and long-term growth of capital.

The Portfolio invests in a diversified portfolio of equity and fixed-income
securities. The percentage of the Portfolio's assets invested in each type of
security will vary. Normally, the Portfolio's investments will consist of about
60% in stocks, but stocks may comprise up to 75% of its investments. The
Portfolio will not purchase a security if as a result less than 25% of its net
assets will be in fixed-income securities. The Portfolio may invest up to 20% of
its assets in high yield securities (securities rated below BBB- by Standard &
Poor's Rating Services). As an operating policy, the Portfolio will invest no
more than 25% of its investments in high yield debt securities rated CCC- or
below.

The Adviser depends heavily upon the fundamental analysis and research of its
large internal research staff in making investment decisions for the Portfolio.
The research staff follows a primary research universe of approximately 500
largely U.S. companies that are significant participants in their particular
industries. As one of the largest multi-national investment firms, the Adviser
has access to considerable information concerning all of the companies followed,
an in-depth understanding of the products, services, markets and competition of
these companies and a good knowledge of the managements of most of the companies
in its research universe. The Adviser's analysts prepare their own earnings
estimates and financial models for each company followed.

In determining a company's intrinsic economic value, the Adviser takes into
account many factors that it believes bear on the company's ability to perform
in the future, including earnings growth, prospective cash flows, dividend
growth and growth in book value. The Adviser then ranks, at least weekly, each
of the companies in its research universe in the relative order of disparity
between their intrinsic economic value and their stock prices, with companies
with the greatest disparities receiving the highest rankings (i.e., being
considered the most undervalued). The Adviser anticipates that the Portfolio's
portfolio normally will include approximately 45 companies, with substantially
all of those companies ranking in the top three deciles of the Adviser's
valuation model. Not every security deemed to be undervalued is subsequently
purchased by the Portfolio; undervalued securities are further analyzed before
being added to the Portfolio's portfolio. The Adviser will use its research
capability to help best evaluate the potential rewards and risks of investing in
competing undervalued securities. It is the interaction between the Adviser's
research capabilities and the disciplined value model's perception of value that
determines which securities will be purchased or sold by the Portfolio.

The Adviser recognizes that the perception of what is a "value" stock is
relative and the factors considered in determining whether a stock is a "value"
stock may, and often will, have differing relative significance in different
phases of an economic cycle. Also, at different times, the Portfolio may be
attracted to investments in companies with different market capitalizations
(i.e., large, mid or small capitalization) or companies engaged in particular
types of business (e.g., banks and other financial institutions), although the
Portfolio does not intend to concentrate in any particular industries or
businesses. The Portfolio's portfolio emphasis upon particular industries or
sectors will be a by-product of the stock selection process rather than the
result of assigned targets or ranges.

The Portfolio invests in short- and long-term debt securities, including U.S.
Government and agency securities and preferred and common stocks in such
proportions and of such type as the Adviser deems best adapted to the current
economic and market outlooks. The Portfolio also may invest in equity and
fixed-income securities of non-U.S. issuers. The Portfolio may enter into
derivatives transactions, such as options, futures, forwards, and swap
agreements.

Prior to February 1, 2006, the Portfolio was known as AllianceBerstein Total
Return Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Allocation Risk
          o Interest Rate Risk          o Foreign Risk
          o Credit Risk                 o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years          10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Russell 1000 Value Index*                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                        [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Lehman Brothers
Government/Credit Index                    [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
60% Russell 1000 Value
Index/40% LB Government/Credit
Index                                      [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

*    The Portfolio's benchmark has changed from the S&P 500 Index to the Russell
     1000 Value Index. The Adviser believes that the Russell 1000 Value Index
     more closely approximates the composition of the equity portion of the
     Portfolio's investments.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

15.2    21.1    17.0    6.5     12.5    2.3     -10.6   19.1    9.1     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein International Research Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in an international portfolio of equity
securities of companies within various market sectors selected by the Adviser
for their growth potential. Examples of the types of market sectors into which
the Adviser may invest the Portfolio's assets include, but are not limited to,
telecommunications, information technology, health care, financial services,
infrastructure, energy and natural resources, and consumer growth. A senior
industry analyst for each sector is responsible for stock selection within that
sector.

The Adviser's International Research Growth Portfolio Oversight Group, in
consultation with the research sector heads, is responsible for determining the
market sectors into which the Portfolio's assets are invested and the percentage
allocation into each sector. The Adviser allocates the Portfolio's investments
among the selected market sectors based on its assessment of both current and
forecasted investment conditions and opportunities.

Within each sector, stock selection emphasizes investment in companies
representing the industry analyst groups' top picks for their respective
sectors. The Portfolio invests, under normal circumstances, in the equity
securities of companies domiciled in at least three countries (and normally
substantially more) other than the United States. The Portfolio invests in
securities of companies in both developed and emerging markets countries. The
Adviser expects that normally the Portfolio's portfolio will tend to emphasize
investments of companies with market capitalizations of at least $3 billion at
the time of investment, although the Portfolio may invest in companies with
smaller market capitalizations from time to time.

The Adviser depends heavily upon the fundamental analysis and research of its
large global equity research team situated in numerous locations around the
world. Its global equity analysts follow a research universe of approximately
900 companies outside the U.S. As one of the largest multi-national investment
management firms, the Adviser has access to considerable information concerning
the companies in its research universe, an in-depth understanding of the
products, services, markets and competition of these companies, and a good
knowledge of their management. Research emphasis is placed on the identification
of companies whose superior prospective earnings growth is not fully reflected
in current market valuations.

Geographic distribution of the Portfolio's investments among countries or
regions also will be a product of the stock selection process rather than a
pre-determined allocation. While the Portfolio may engage in currency hedging
programs in periods in which the Adviser perceives extreme exchange rate risk,
the Portfolio normally will not make significant use of currency hedging
strategies.

The Portfolio may invest in convertible securities, rights or warrants, forward
commitments and standby commitment agreements, and depositary receipts. The
Portfolio also may enter into derivative transactions, such as options, futures,
forwards, and swap agreements.

Prior to February 1, 2006, the Portfolio was known as AllianceBernstein
International Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Currency Risk
          o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
MSCI EAFE Index                            [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

7.3     3.3     13.0    40.2    -19.9   -22.4   -15.3   31.6    17.6    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein Global Bond Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to provide a high level of return
through a combination of current income and capital appreciation by investing in
a globally diversified portfolio of high-quality debt securities denominated in
the U.S. Dollar and a range of foreign currencies.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in bonds and other debt securities. The Portfolio invests in U.S.
Government securities, foreign government or supranational organization debt
securities, corporate debt obligations, and commercial paper of banks and bank
holding companies. The Portfolio's foreign investments are generally denominated
in foreign currencies.

The Portfolio seeks to minimize investment risk by limiting its investments to
high-quality debt securities and normally invests in securities rates in the two
highest ratings categories. The Portfolio's investments are expected to have an
average weighted maturity that varies between one year or less and 10 years.

In the past, debt securities offered by certain foreign governments have
provided higher investment returns than U.S. government debt securities. The
relative performance of various countries' fixed-income markets historically has
reflected wide variations relating to the unique characteristics of each
country's economy. Year-to-year fluctuations in certain markets have been
significant, and negative returns have been experienced in various markets from
time to time. The Adviser believes that investment in a composite of foreign
fixed-income markets and in the U.S. government and corporate bond market is
less risky than a portfolio invested exclusively in foreign debt securities, and
provides investors with more opportunities for attractive total return than a
portfolio invested exclusively in U.S. debt securities.

The Portfolio intends to spread risk among the capital markets and normally
invests at least 65% of its net assets in debt securities of at least three
countries. The Portfolio invests approximately 25% of its net assets in U.S.
Dollar-denominated debt securities. The Portfolio invests only in securities of
issuers in countries whose governments are deemed stable by the Adviser
depending on its evaluation of political and economic conditions affecting a
country as well as recent market experience. The percentage of the Portfolio's
assets invested in the debt securities of the government of, or a company based
in, a particular country or denominated in a particular currency varies
depending on the relative yields of the securities, the economies of the
countries in which the investments are made and the countries' financial
markets, the interest rate climate of these countries and the relationship of
the countries' currencies to the U.S. Dollar. Currency is judged on the basis of
fundamental economic criteria (e.g., relative inflation levels and trends,
growth rate forecasts, balance of payments status, and economic policies) as
well as technical and political data.

The Portfolio expects to engage in active and frequent trading of portfolio
securities to achieve its principal investment strategies. A higher rate of
portfolio turnover increases brokerage and other transaction expenses, which may
negatively affect the Portfolio's performance.

For hedging purposes, the Portfolio may enter into forward currency exchange
contracts. The Portfolio also may enter into derivative transactions, such as
options, futures, forwards, and swap agreements. The Portfolio is
"non-diversified", which means that it invests more of its assets in a smaller
number of issuers than many other funds.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Inflation Risk
          o Interest Rate Risk          o Foreign Risk
          o Credit Risk                 o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Citigroup World Government
Bond Index (unhedged)                      [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

6.2     0.7     14.1    -6.1    1.2     -0.3    17.0    13.3    9.6     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Americas Government Income Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to maximize current income, consistent
with what the Adviser considers to be prudent investment risk, that is available
from a portfolio of debt securities issued or guaranteed by the governments of
the United States, Canada, and Mexico, their political subdivisions (including
Canadian Provinces, but excluding states of the United States), agencies,
instrumentalities or authorities ("Government Securities").

The Portfolio normally invests at least 80% of its net assets in debt securities
of issuers located in countries in North, Central, or South America and at least
80% of its net assets in government securities. The Portfolio primarily invests
in debt securities issued or guaranteed by: (i) the federal governments of the
United States, Canada, and Mexico; (ii) government-related entities in the
United States, Canada, and Mexico; and (iii) the provincial governments of
Canada and Mexico. The Portfolio invests in investment grade securities
denominated in the U.S. Dollar, the Canadian Dollar, and the Mexican Peso and
expects to maintain at least 25% of its assets in U.S. Dollar denominated
securities.

The Adviser will actively manage the Portfolio's assets in relation to market
conditions and general economic conditions and adjust the Portfolio's
investments in an effort to best enable the Portfolio to achieve its investment
objective. Thus, the percentage of the Portfolio's assets invested in a
particular country or denominated in a particular currency will vary in
accordance with the Adviser's assessment of the relative yield and appreciation
potential of such securities and the relationship of the country's currency to
the U.S. Dollar. To the extent that its assets are not invested in Government
Securities, the Portfolio may invest the balance of its net assets in investment
grade debt securities issued by, and denominated in the local currencies of,
governments of countries located in Central and South America or any of their
political subdivisions, agencies, instrumentalities or authorities, provided
that such securities are denominated in their local currencies. The Portfolio
limits its investments in debt securities issued by the governmental entities of
any one such country to 10% of its net assets. These investments are investment
grade securities generally denominated in each country's currency. The Portfolio
may invest in debt securities with a range of maturities from short- to
long-term.

The Portfolio may use significant borrowings for leverage or may otherwise
leverage its assets through, for example, the use of reverse repurchase
agreements. The Portfolio may invest in mortgage-related securities and zero
coupon securities, variable, floating, and inverse floating rate instruments,
and enter into standby commitment agreements and forward commitments. The
Portfolio also may enter into derivatives transactions, such as options,
futures, forwards, and swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Foreign Risk
          o Interest Rate Risk          o Currency Risk
          o Credit Risk                 o Leverage Risk
          o Inflation Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year      5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Lehman Brothers U.S. Aggregate
Index                                      [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Lehman Brothers
Intermediate-Term
Government Index                           [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

18.7    9.6     4.1     8.0     12.4    3.6     11.0    7.4     4.9     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Global Dollar Government Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to seek a high level of current income.
Its secondary investment objective is capital appreciation.

The Portfolio invests, under normal circumstances, at least 80% of its net
assets in government securities. The Portfolio invests at least 65% of its net
assets in sovereign debt obligations. The Portfolio's investments in sovereign
debt obligations will emphasize debt obligations issued by countries in the J.P.
Morgan Emerging Markets Bond Index Global, which currently includes
approximately 31 countries whose economies are concluded to be development or
emerging from underdevelopment.

The Portfolio also may invest in U.S. and non-U.S. corporate fixed-income
securities. The Portfolio invests substantially all of its assets in lower-rated
securities or unrated securities of equivalent quality. The Portfolio's
investments in sovereign debt obligations and corporate debt securities are U.S.
Dollar-denominated. The Portfolio may invest in debt securities with a range of
maturities from short- to long-term.

The Portfolio's non-U.S. investments emphasize emerging markets and developing
countries. The Portfolio limits its investments in the sovereign debt
obligations of any one country to less than 25% of its net assets, although the
Portfolio may invest up to 30% of its net assets in the sovereign debt
obligations and corporate fixed-income securities of issuers in each of the
countries that constitute part of the Portfolio focus, including Brazil, Mexico,
the Philippines, Russia, Turkey and Venezuela. Other countries that the Adviser
anticipates will provide investment opportunities for the Portfolio include,
among others, Columbia, the Dominican Republic, Ecuador, Lebanon, Malaysia,
Panama, Peru, Poland, South Africa and the Ukraine. The Portfolio expects that
it will not invest more than 10% of its net assets in any other single foreign
country.

The Portfolio may use leverage for investment purposes by entering into
transactions such as reverse repurchase agreements and dollar rolls. The
Portfolio may invest in fixed and floating rate loans to sovereign debt issuers,
structured securities, variable, floating, and inverse floating rate
instruments, loan participations and assignments, and may use other investment
techniques. The Portfolio may enter into derivative transactions, such as
options, futures, forwards, and swap agreements. The Portfolio also may enter
into standby commitment agreements and forward commitments.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Foreign Risk
          o Interest Rate Risk          o Currency Risk
          o Credit Risk                 o Derivatives Risk
          o Inflation Risk              o Leverage Risk
          o Emerging Market Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
JPM EMBI+                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

24.9    13.2    -21.7   26.1    14.1    9.4     16.1    33.4    10.1    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Utility Income Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is current income and long-term growth of
capital.

The Portfolio invests primarily in income-producing equity securities. Under
normal circumstances, the Portfolio invests at least 80% of its net assets in
securities of companies in the utility industries. The Portfolio invests in
securities of utility companies in the electric, telecommunications, gas, and
water utility industries. The Portfolio may invest in both U.S. and non-U.S.
utility companies, although the Portfolio will limit its investments in issuers
in any one non-U.S. country to no more than 15% of its net assets. The Portfolio
invests at least 65% of its net assets in income-producing securities, but there
is otherwise no limit on the allocation of the Portfolio's investments between
equity securities and fixed-income securities. The Portfolio may maintain up to
35% of its net assets in lower-rated securities.

The Portfolio seeks to take advantage of the characteristics and historical
performance of securities of utility companies, many of which pay regular
dividends and increase their common stock dividends over time. The Portfolio
considers a company to be in the utilities industry if, during the most recent
twelve-month period, at least 50% of the company's gross revenues, on a
consolidated basis, were derived from its utilities activities.

The Portfolio may invest up to 20% of its net assets in equity and fixed-income
securities of domestic and non-U.S. corporate and governmental issuers other
than utility companies. The Portfolio may enter into derivatives transactions,
such as options, futures, forwards, and swap agreements. The Portfolio also may
enter into forward commitments and standby commitment agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Industry/Sector Risk
          o Interest Rate Risk          o Foreign Risk
          o Credit Risk                 o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
S&P 500 GICS Utilities
Composite                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

7.9     25.7    23.9    19.4    11.5    -22.5   -22.1   19.9    24.3    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio seeks to achieve its objective by investing primarily in equity
securities of companies judged by the Adviser's research to have leading
industry positions, sustainable competitive advantages, and superior prospective
earnings growth. The Portfolio also may invest in foreign securities.

The Portfolio may enter into derivative transactions, such as options, futures,
or forwards agreements. The Portfolio may invest in zero coupon securities and
payment-in-kind bonds, depositary receipts, and asset-backed securities. The
Portfolio also may enter into forward commitments.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Currency Risk
          o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Russell 3000 Index                         [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
Russell 3000 Growth Index*                 [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                        [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

*    The Portfolio's benchmark has changed from the Russell 3000 Index to the
     Russell 3000 Growth Index. The Adviser believes that the Russell 3000
     Growth Index more closely approximates the Portfolio's investments.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

28.5    30.0    28.7    34.5    -17.5   -23.5   -28.1   35.1    14.7    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



AllianceBernstein International Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in an international portfolio of equity
securities of companies located in both developed and emerging countries. The
Portfolio's investment process relies upon comprehensive fundamental company
research produced by the Adviser's large research team of over 40 non-U.S.
analysts covering both developed and emerging markets around the globe. Research
driving stock selection is the primary driver of the Portfolio's return and all
other decisions, such as country allocation, are generally the result of the
stock selection process. The Portfolio's portfolio managers and the
International Research Growth Portfolio Oversight Group, which are responsible
for determining the market sectors into which the Portfolio's assets are
invested and the percentage allocation into each sector, use the Adviser's
research recommendations to assess investments for the Portfolio. They also
consider input from the heads of global sector research with the goal of
identifying the most attractive portfolio candidates that display superior
earnings growth and reasonable valuations.

The Portfolio Management Team then builds a portfolio concentrated in our best
research-driven investment ideas which capitalizes on the insights of our
fundamental research within the optimal risk/reward framework. The Portfolio's
portfolio consists of approximately 100-130 stocks. The International Research
Growth Portfolio Oversight Group regularly reviews the country and sector
allocations within the Portfolio to monitor the Portfolio's risk profile and to
make appropriate adjustments. The Portfolio invests, under normal circumstances,
in the equity securities of companies based in at least three countries (and
normally substantially more) other than the United States.

The Portfolio's investments include investments in securities of companies that
are established as a result of privatizations of state enterprises. These
investments may be in the initial offering of publicly traded equity securities
of a government- or state-owned or controlled company or enterprise, through the
purchase of securities of a current or former state enterprise following its
initial equity offering, or through the privately negotiated purchases of stock
or other equity interests in a state enterprise that has not yet conducted an
initial equity offering. Because privatizations are integral to a country's
economic restructuring, securities sold in initial offerings may be particularly
attractive investments since they often are priced attractively to secure the
issuer's successful transition to private sector ownership.

The Portfolio also may invest in debt securities and convertible debt
securities. The Portfolio may maintain no more than 5% of its net assets in
lower-rated securities.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in depositary receipts,
make short sales and enter into standby commitment agreements and forward
commitments.

Prior to February 1, 2006, the portfolio was known as the AllianceBernstein
Worldwide Privatization Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
         o Market Risk                  o Currency Risk
         o Foreign Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                            1 year     5 years         10 years
--------------------------------------------------------------------------------
Portfolio                                  [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------
MSCI World (minus the U.S.)
Index                                      [_____]%    [_____]%         [_____]%
--------------------------------------------------------------------------------

Bar Chart
--------------------------------------------------------------------------------

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Global Technology Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in securities of companies expected to benefit
from technological advances and improvements (i.e., companies that use
technology extensively in the development of new or improved products or
processes). The Portfolio will normally invest at least 80% of its net assets in
the securities of these companies. The Portfolio invests in a global portfolio
of securities issued by U.S. and non-U.S. companies selected for their capital
appreciation potential. The Adviser adjusts the Portfolio's exposure to
particular national economies based on its perception of the most favorable
markets and issuers. The percentage of the Portfolio's assets invested in
securities of companies in a particular country or denominated in a particular
currency varies in accordance with the Adviser's assessment of the appreciation
potential of such securities.

The Portfolio may invest in any company and industry and in any type of security
with potential for capital appreciation. It invests in well-known, established
companies as well as new or unseasoned companies. The Portfolio normally invests
substantially all its assets in equity securities, but it also may invest in
debt securities offering an opportunity for price appreciation. The Portfolio
will invest in listed and unlisted securities. The Portfolio also may invest in
U.S. Government and foreign government securities. The Portfolio may seek income
by writing listed call options.

The Portfolio may invest in synthetic foreign equity securities, depositary
receipts and warrants. The Portfolio also may enter into derivative transactions
such as options, futures, forward, or swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Currency Risk
          o Industry/Sector Risk        o Interest Rate Risk
          o Foreign Risk                o Credit Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                      1 year      5 years       Since Inception*
--------------------------------------------------------------------------------
Portfolio                             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------
NASDAQ Composite Index                [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI World IT Index                   [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from January 11, 1996.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     6.5     63.8    75.7    -21.5   -25.2   -41.7   44.2    5.4     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Small Cap Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio generally invests in a widely diversified portfolio of equity
securities spread among many industries that offer the possibility of
above-average earnings growth. Under normal circumstances, the Portfolio invests
at least 80% of its net assets in equity securities of smaller companies. For
these purposes, "smaller companies" are those that, at the time of investment,
fall within the lowest 20% of the total U.S. equity market capitalization
(excluding, for purposes of this calculation, companies with market
capitalizations of less than $10 million). Because the Portfolio's definition of
smaller companies is dynamic, the upper limit on market capitalization will
change with the markets. As of December 31, 2005, there were approximately
[____] smaller companies, and those smaller companies had market capitalizations
ranging up to approximately $[___] billion. Normally, the Portfolio invests in
about [100-125] companies.

The Portfolio invests in any company and industry and in any type of security
with potential for capital appreciation. It invests in well-known and
established companies and in new and unseasoned companies. The Portfolio's
investment policies, which are aggressive, emphasize investments in quality
companies that are demonstrating improving fundamentals and favorable earnings
momentum. When selecting securities, the Adviser looks for companies that have
strong, experienced management teams, strong market positions, and the potential
to support above average earnings growth rates. In making specific investment
decisions for the Portfolio, the Adviser will employ a "bottom-up" stock
selection process. Because the Portfolio's investment policies are aggressive,
an investment in the Portfolio is risky and investors who want assured income or
preservation of capital should not invest in the Portfolio.

The Portfolio invests in listed and unlisted U.S. and non-U.S. securities. The
Portfolio can periodically invest in the securities of companies that are
expected to appreciate due to a development particularly or uniquely applicable
to that company regardless of general business conditions or movements of the
market as a whole.

The Portfolio may enter into derivative transactions, such as options, futures
and forwards agreements. The Portfolio also may invest in depositary receipts.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Credit Risk
          o Capitalization Risk         o Foreign Risk
          o Interest Rate Risk          o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                      1 year      5 years       Since Inception*
--------------------------------------------------------------------------------
Portfolio                             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 2000 Growth Index             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from August 15, 1996.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     18.6    -4.5    17.1    -6.1    -12.8   -31.8   48.9    14.6    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Real Estate Investment Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is total return from long-term growth of
capital and income.

Under normal circumstances, the Portfolio invests at least 80% of its net assets
in "REITs" and other real estate industry companies. The Portfolio invests in
real estate companies that the Adviser believes have strong property
fundamentals and management teams. The Portfolio seeks to invest in real estate
companies whose underlying portfolios are diversified geographically and by
property type.

The Portfolio's research and investment process is designed to identify those
companies with strong property fundamentals and strong management teams. In
selecting real estate equity securities, the Adviser's analysis will focus on
determining the degree to which the company involved can achieve sustainable
growth in cash flow and dividend-paying capability. The Adviser believes that
the primary determinant of this capability is the economic viability of property
markets in which the company operates and that the secondary determinant of this
capability is the ability of management to add value through strategic focus and
operating expertise. The Portfolio will purchase real estate equity securities
when, in the judgment of the Adviser, their market price does not adequately
reflect this potential. In making this determination, the Adviser will take into
account fundamental trends in underlying property markets as determined by
proprietary models, site visits conducted by individuals knowledgeable in local
real estate markets, price-earnings ratios (as defined for real estate
companies), cash flow growth and stability, the relationship between asset value
and market price of the securities, dividend-payment history, and such other
factors that the Adviser may determine from time to time to be relevant.

The Portfolio may invest in mortgage-backed securities, which are securities
that directly or indirectly represent participations in, or are collateralized
by and payable from, mortgage loans secured by real property. These securities
include mortgage pass-through certificates, real estate mortgage investment
conduit certificates ("REMICs") and collateralized mortgage obligations
("CMOs"). The Portfolio also may invest in short-term investment grade debt
securities and other fixed-income securities.

The Portfolio may enter into derivatives transactions, including options,
futures, forwards and swap agreements. The Portfolio may invest in foreign
securities and enter into forward commitments and standby commitment agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Prepayment Risk
          o Industry/Sector Risk        o Foreign Risk
          o Interest Rate Risk          o Currency Risk
          o Credit Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                      1 year      5 years       Since Inception*
--------------------------------------------------------------------------------
Portfolio                             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------
NAREIT Equity Index                   [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from January 9, 1997.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     -19.1   -5.1    26.7    10.8    2.6     39.3    35.6    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein International Value Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio will invest primarily in a diversified portfolio of equity
securities of established companies selected from more than 40 industries and
more than 40 developed and emerging market countries. The Portfolio normally
invests in companies in at least three countries other than United States. These
countries currently include the developed nations in Europe and the Far East,
Canada, Australia and emerging market countries worldwide. The Portfolio invests
in companies that are determined by the Adviser's Bernstein unit to be
undervalued, using a fundamental value approach. In selecting securities for the
Portfolio's portfolio, Bernstein uses its fundamental and quantitative research
to identify companies whose long-term earnings power is not reflected in the
current market price of their securities.

Bernstein's fundamental value approach to equity investing generally defines
value as the relationship between a security's current price and its intrinsic
economic value, as measured by long-term earnings prospects. In each market,
this approach seeks to identify a universe of securities that are considered to
be undervalued because they are attractively priced relative to their future
earnings power. Accordingly, forecasting corporate earnings, free cash flow and
dividend-paying capability is the heart of the fundamental value approach.

Bernstein's fundamental analysis depends heavily upon its large internal
research staff. The research staff begins with a global research universe of
approximately 2,500 international and emerging market companies. Teams within
the research staff cover a given industry worldwide, to better understand each
company's competitive position in a global context.

Bernstein's company and industry analysts develop earnings estimates and
financial models for each company analyzed. Bernstein identifies and quantifies
the critical variables that influence a business's performance and uses this
research insight to forecast each company's long-term prospects and expected
returns. As one of the largest multi-national investment firms, the Adviser and
its Bernstein unit have global access to considerable information concerning all
of the companies followed, an in-depth understanding of the products, services,
markets and competition of these companies and a good knowledge of the
management of most of the companies in the research universe. A company's
financial performance is typically projected over a full economic cycle,
including a trough and a peak, within the context of forecasts for real economic
growth, inflation and interest rate changes. As a result, forecasts of near-term
economic events are generally not of major consequence.

Senior investment professionals, including the Portfolio's portfolio managers,
carefully reviews the research process to ensure that the analysts have
appropriately considered key issues facing each company, that forecasts of a
company's future are compatible with its history, and that all forecasts use
consistent analytic frameworks and economic assumptions.

Once Bernstein has applied its fundamental analysis to determine the intrinsic
economic value of each of the companies in its research universe, the companies
are ranked in order of the highest to lowest risk-adjusted expected return.

The Portfolio does not simply purchase the top-ranked securities. Rather,
Bernstein considers aggregate portfolio characteristics when deciding how much
of each security to purchase for the Portfolio. Bernstein's quantitative
analysts build valuation and risk models to ensure that the Portfolio's
portfolio is constructed to obtain an effective balance of risk and return. By
evaluating overall regional, country and currency exposures, sector
concentration, degree of undervaluation and other subtle similarities among
investments, Bernstein selects those top-ranked securities that also tend to
diversify the Portfolio's risk.

A disparity between a company's current stock price and the assessment of
intrinsic value can arise, at least in part, as a result of adverse, short-term
market reactions to recent events or trends. In order to reduce the risk that an
undervalued security will be purchased before such an adverse market reaction
has run its course, Bernstein also analyzes relative return trends (also called
"momentum") so as to better time new purchases and sales of securities.

Currencies can have a dramatic impact on equity returns, significantly adding to
returns in some years and greatly diminishing them in others. Currency and
equity positions are evaluated separately. Bernstein may seek to hedge the
currency exposure resulting from securities positions when it finds the currency
exposure unattractive. To hedge a portion of its currency risk, the Portfolio
may from time to time invest in currency futures contracts or currency forward
currency exchange contracts.

A security generally will be sold when it reaches fair value. [Sale of a stock
that has reached its target may be delayed, however, when earnings expectations
and/or momentum are favorable.]

The Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in depositary receipts,
instruments of supranational entities denominated in the currency of any
country, securities of multinational companies and "semi-governmental
securities", enter into forward commitments and make short sales of securities
or maintain a short position.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Emerging Market Risk
          o Foreign Risk                o Industry/Sector Risk
          o Currency Risk               o Derivatives Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns
(For the periods ended December 31, 2005)

                                      1 year      5 years       Since Inception*
--------------------------------------------------------------------------------
Portfolio                             [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI EAFE Index (net)**               [_____]%    [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from May 10, 2001.

**   The MSCI EAFE Index (net) reflects the reinvestment of dividends net of
     non-U.S. withholding taxes.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     -5.2    44.4    25.1    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Small/Mid Cap Value Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in a diversified portfolio of equity securities
of small- to mid-capitalization U.S. companies, generally representing 60 to 110
companies. For purposes of this policy, "small- to mid-capitalization companies"
are those that, at the time of investment, fall within the capitalization range
between the smallest company in the Russell 2500TM Value Index and the greater
of $5 billion or the market capitalization of the largest company in the Russell
2500TM Value Index. Under normal circumstances, the Portfolio will invest at
least 80% of its net assets in these types of securities. The Portfolio invests
in companies that are determined by the Adviser to be undervalued, using its
Bernstein unit's fundamental value approach. In selecting securities for the
Portfolio's portfolio, Bernstein uses its fundamental research to identify
companies whose long-term earnings power is not reflected in the current market
price of their securities.

Because the Portfolio's definition of small- to mid-capitalization companies is
dynamic, the lower and upper limits on market capitalization will change with
the markets. As of December 31, 2005, there were approximately 1,700 small- to
mid-capitalization companies, representing a market capitalization range from
nearly $40 million to approximately $11 billion.

Bernstein's fundamental value approach to equity investing generally defines
value as the relationship between a security's current price and its intrinsic
economic value, as measured by long-term earnings prospects. In making
investment decisions for the Portfolio, the Adviser depends heavily on
Bernstein's fundamental analysis and the research of its large internal research
staff. These investment decisions are the result of the multi-step process
described below.

Bernstein's analysts cover a primary research universe of approximately 1,200
largely domestic smaller companies. From this universe, Bernstein, on a daily
basis, applies a quantitative screening process that examines a number of
factors, such as the price-to-earnings ratio and price-to-book ratio to target
approximately 300 companies for further analysis by the research staff and the
Portfolio's portfolio managers. Bernstein then develops earnings estimates and
financial models for companies within this targeted group.

Forecasting corporate earnings and dividend-paying capability is at the heart of
the fundamental value approach. The research staff identifies and quantifies the
critical variables that control a business's performance and uses this research
insight to forecast the company's long-term prospects and expected returns. As
one of the largest multi-national investment firms, the Adviser and its
Bernstein unit have access to considerable information concerning all of the
companies followed. Bernstein's research analysts develop an in-depth
understanding of the products, services, markets and competition of those
companies considered for purchase. Analysts also develop a good knowledge of the
management of those companies. A company's future earnings are typically
projected over a full economic cycle, including a trough and a peak, within the
context of forecasts for real economic growth, inflation and interest rate
changes. As a result, forecasts of near-term economic events are generally not
of major consequence.

The Portfolio's portfolio managers carefully review the research process to be
sure that the analysts have appropriately considered key issues facing each
company, that forecasts of a company's future are compatible with its history,
and that all forecasts use consistent analytic frameworks and economic
assumptions.

The Portfolio's portfolio managers, in consultation with the research analysts,
also consider aggregate portfolio characteristics when deciding whether to
purchase a particular security for the Portfolio. Bernstein seeks to manage
overall Portfolio volatility relative to the universe of companies that comprise
the lowest 20% of the total U.S. market capitalization by favoring promising
securities that offer the best balance between return and targeted risk. At
times, the Portfolio may favor or disfavor a particular sector compared to that
universe of companies.

To the extent that companies involved in certain sectors may from time to time
constitute a material portion of the universe of companies that comprise the
lowest 20% of the total U.S. market capitalization, such as financial services
and consumer services, the Portfolio may also invest significantly in these
companies.

A disparity between a company's current stock price and Bernstein's assessment
of intrinsic value can arise, at least in part, as a result of adverse,
short-term market reactions to recent events or trends. To reduce the risk that
an undervalued security will be purchased before such an adverse market reaction
has run its course, Bernstein also monitors analysts' earnings-estimate
revisions and relative return trends (also called "momentum") so as to better
time new purchases and sales of securities.

A security generally will be sold when it reaches fair value on a risk-adjusted
basis. [Sale of stock that has reached its target may be delayed, however, when
earnings expectations are rising or relative return trends are improving.]
Typically, growth in the size of a company's market capitalization relative to
other domestically traded companies will not cause the Portfolio to dispose of
the security.

The Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in securities issued by
non-U.S. companies, enter into forward commitments and make short sales of
securities or maintain a short position.

Prior to May 2, 2005, the Portfolio was known as AllianceBernstein Small Cap
Value Portfolio.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Foreign Risk
          o Capitalization Risk         o Currency Risk
          o Derivatives Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns

(For the periods ended December 31, 2005)
--------------------------------------------------------------------------------
                                                  1 year       Since Inception*
--------------------------------------------------------------------------------
Portfolio                                         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 2500 Value Index                          [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 2500 Index                                [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from May 2, 2001.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     -6.2    41.3    19.3    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Value Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in a diversified portfolio of equity securities
of U.S. companies, generally representing at least 125 companies, with
relatively large market capitalizations that the Adviser believes are
undervalued. The Portfolio invests in companies that are determined by the
Adviser to be undervalued, using the fundamental value approach of the Adviser's
Bernstein unit. In selecting securities for the Portfolio's portfolio, Bernstein
uses its fundamental and quantitative research to identify companies whose
long-term earnings power and dividend-paying capability are not reflected in the
current market price of their securities.

This approach to equity investing generally defines value as the relationship
between a security's current price and its intrinsic economic value, as measured
by earnings power and dividend-paying capability. The Adviser relies heavily on
the fundamental research and analysis of Bernstein's large internal research
staff in making investment decisions for the Portfolio. These investment
decisions are the result of the multi-step process described below.

The fundamental value approach seeks to identify a universe of securities that
are considered to be undervalued because they are attractively priced relative
to their future earnings power and dividend-paying capability. Bernstein's
company and industry analysts cover a research universe of approximately 650
companies, representing approximately 90% of the capitalization of the Russell
1000TM Value Index.

The research staff identifies and quantifies the critical variables that
influence a business's performance and uses this research insight to forecast
each company's long-term prospects. As one of the largest multi-national
investment firms, the Adviser and its Bernstein unit have access to considerable
information concerning all of the companies followed and the staff meets
regularly with the management, suppliers, clients and competitors of companies
in the Portfolio. As a result, analysts have an in-depth understanding of the
products, services, markets and competition of these companies and a good
knowledge of the management of most of the companies in the research universe. A
company's financial performance is typically projected over a full economic
cycle, including a trough and a peak, within the context of forecasts for real
economic growth, inflation and interest rate changes.

A committee composed of senior investment professionals, including the
Portfolio's senior managers, reviews the research process to ensure that the
analysts have appropriately considered the key issues facing each company, that
forecasts of a company's future are compatible with its history and that all
forecasts use consistent analytic frameworks and economic assumptions.

For each company in the research universe, Bernstein relates the present value
of the company's future free cash flow, as forecasted by Bernstein's analysts,
to the current price of the company's stock. Using a dividend discount model and
solving for the internal rate of return, Bernstein ranks the securities from
highest to lowest. Next Bernstein considers aggregate portfolio characteristics
and risk diversification to decide how much of each security to purchase for the
Portfolio. By evaluating overall sector concentration, capitalization
distribution, leverage, degree of undervaluation and other factors, Bernstein
selects securities on a risk-adjusted basis to manage overall Portfolio
volatility. The Portfolio will tend to overweight stocks selected in the top
half of the final ranking and will tend to minimize stocks in the bottom half,
subject to overall risk diversification.

The degree to which a security is attractive can change as a result of adverse,
short-term market reactions to recent events or trends. Negative analysts'
earnings-estimate revisions and relative return trends (also called "momentum")
tend to reflect deterioration in a company's operating results and often signal
poor performance to come; positive revisions and return trends tend to reflect
fundamental improvements and positive performance ahead. Bernstein monitors
these factors so as to better time purchases and sales of securities.

A security generally will be sold when it reaches fair value on a risk-adjusted
basis. [Sale of a stock that has reached its target may be delayed, however,
when earnings expectations are rising or relative return trends are improving.]

The Portfolio may enter into derivatives transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in securities issued by
non-U.S. companies, enter into forward commitments and make short sales of
securities or maintain a short position.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Foreign Risk
          o Derivatives Risk            o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns

(For the periods ended December 31, 2005)
--------------------------------------------------------------------------------
                                                  1 year       Since Inception*
--------------------------------------------------------------------------------
Portfolio                                         [_____]%      [_____]%
--------------------------------------------------------------------------------
Russell 1000 Value Index                          [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from July 22, 2002.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     N/A     28.9    12.8    [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein U.S. Large Cap Blended Style Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests primarily in the equity securities of U.S. companies.
Under normal circumstances, the Portfolio will invest at least 80% of its net
assets in large capitalization companies. Large capitalization companies are
companies with market capitalization at the time of investment within the range
of the market capitalization of companies included in the Russell 1000(TM)
Index. In managing the Portfolio, the Adviser diversifies the investment
portfolio between the growth and value equity investment styles. The Adviser
selects growth and value equity securities by drawing from its fundamental
growth and value investment disciplines to construct a single, unified
investment portfolio, efficiently diversified between the growth and value
equity investment styles. Through this process, the Adviser seeks to provide the
highest level of long-term return given the associated levels of risk.

Within each investment discipline, the Adviser draws on the capabilities of
separate investment teams. The growth stocks in the portfolio are selected by
the Large Cap Growth investment team. This team emphasizes equity securities of
a limited number of large, carefully selected, high-quality U.S. companies that
are judged likely to achieve superior earnings growth.

The Large Cap Growth investment process relies heavily upon the fundamental
analysis and research of the Adviser's large internal growth research staff,
which generally follows a primary research universe of more than 500 companies
that have strong management, superior industry positions, excellent balance
sheets and superior earnings growth prospects. As one of the largest
multi-national investment firms, the Adviser has access to considerable
information concerning all of these companies, including an in-depth
understanding of their products, services, markets and competition, as well as a
good knowledge of the management of most of those companies.

The Adviser's analysts prepare their own earnings estimates and financial models
for each company followed. Research emphasis is placed on identifying companies
whose substantially above average prospective earnings growth is not fully
reflected in current market valuations. The Adviser expects the average market
capitalization of the growth stocks selected for inclusion in the portfolio
normally to be in the range, or in excess, of the average market capitalization
of companies included in the S&P 500 Index.

The Large Cap Value investment team of the Adviser's Bernstein unit selects the
value stocks used in this portfolio. This team selects stocks using a
fundamental value approach to identify securities that are undervalued. This
approach to equity investing generally defines value by reference to the
relationship between a security's current price and its intrinsic economic
value, as measured by earnings power and dividend-paying capability.

The Large Cap Value investment team relies on Bernstein's large internal value
research staff of company and industry analysts to follow a research universe of
approximately 700 companies with larger capitalizations. For each company in the
research universe, the present value of the company's future cash flow, as
forecast by Bernstein analysts, is compared to the current price of the
company's stock.

The value research staff identifies and quantifies the critical variables that
influence a business's performance, analyzes the results in order to forecast
each company's long-term prospects and meets regularly with company management,
suppliers, clients and competitors. As a result, analysts have an in-depth
understanding of the products, services, markets and competition of these
companies and a good knowledge of the management of most of the companies in the
research universe. A committee composed of senior investment professionals
reviews the research process to confirm that the analysts have appropriately
considered the key issues facing each company, that forecasts of a company's
future are compatible with its history, and that all forecasts use consistent
analytic frameworks and economic assumptions.

The portfolio construction process is designed to develop a single portfolio,
efficiently diversified between the growth and value equity investment styles,
that seeks to provide the highest level of long-term return given the associated
levels of risk. The process begins with the identification of the most
attractive growth and value stocks from the Large Cap Growth and Large Cap Value
research teams. The Adviser, using the investment process described above, ranks
each of the stocks in the Large Cap Growth universe from most to least
attractive. Bernstein also ranks the stocks in the Large Cap Value universe.

The Adviser then applies its proprietary portfolio construction process to the
securities across both investment disciplines. The process develops a portfolio
that is designed to provide diversified portfolio of the most attractive growth
and value stocks. Normally, approximately 50% of the value of the Portfolio's
portfolio will consist of growth stocks and 50% of value stocks, although this
allocation will vary within a narrow range around this 50/50 target. Beyond this
range, the Adviser will rebalance the portfolio as necessary to maintain this
targeted allocation.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in convertible
securities, and non-U.S. securities, make short sales of securities or maintain
a short position and enter into repurchase agreements and forward commitments.
For hedging purposes, the Portfolio may enter into forward currency exchange
contracts and options on foreign currencies.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Allocation Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns

(For the periods ended December 31, 2005)
--------------------------------------------------------------------------------
                                                  1 year       Since Inception*
--------------------------------------------------------------------------------
Portfolio                                         [_____]%      [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                               [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from June 6, 2003.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     9.4     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Wealth Appreciation Strategy Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio invests in an equity portfolio that is designed as a solution for
investors who seek equity returns but also want broad diversification of the
related risks across styles, capitalization ranges and geographic regions. In
managing the Portfolio, the Adviser efficiently diversifies between growth and
value equity investment styles, and between U.S. and non-U.S. markets. The
Adviser selects growth and value equity securities by drawing from a variety of
its fundamental growth and value investment disciplines to produce a blended
portfolio. Within each investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,
in selecting investments for the Portfolio, the Adviser is able to draw on the
resources and expertise of multiple growth and value equity investment teams,
which are supported by more than 50 equity research analysts specializing in
growth research, and more than 50 equity research analysts specializing in value
research.

The Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry positions,
excellent balance sheets and superior earnings growth prospects. This discipline
relies heavily upon the fundamental analysis and research of the Adviser's large
internal growth research staff, which follows over 1,500 U.S. and non-U.S.
issuers. As one of the largest multi-national investment firms, the Adviser has
access to considerable information concerning these companies, including an
in-depth understanding of their products, services, markets and competition as
well as a good knowledge of the management of most of the companies.

The Adviser's growth analysts prepare their own earnings estimates and financial
models for each company followed. Research emphasis is placed on identifying
companies whose substantially above-average prospective earnings growth is not
fully reflected in current market valuations. Each growth investment team
constructs a portfolio that emphasizes equity securities of a limited number of
carefully selected, high-quality companies that are judged likely to achieve
superior earnings growth.

The Adviser's Bernstein unit selects the Portfolio's value stocks using its
fundamental value investment discipline. In selecting stocks, each of
Bernstein's value investment teams seeks to identify companies whose long-term
earning power and dividend paying capability are not reflected in the current
market price of their securities. This fundamental value discipline relies
heavily upon Bernstein's large internal value research staff, which follows over
1,500 U.S. and non-U.S. issuers. Teams within the value research staff cover a
given industry worldwide, to better understand each company's competitive
position in a global context.

Bernstein's staff of company and industry analysts prepares its own
earnings-estimates and financial models for each company analyzed. Bernstein
identifies and quantifies the critical variables that control a business's
performance and analyzes the results in order to forecast each company's
long-term prospects and expected returns. Through application of the value
investment process described above, each value investment team constructs a
portfolio that emphasizes equity securities of a limited number of value
companies.

Normally, the Adviser's targeted blend for the Portfolio is an equal weighting
of growth and value stocks. The Adviser will allow the relative weightings of
the Portfolio's growth and value components to vary in response to markets, but
ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
one investment style are compelling, the range may expand to 10% of the
portfolio.

In addition to blending growth and value styles, the Portfolio blends each style
component across U.S. and non-U.S. issuers and various capitalization ranges.
Within each of the value and growth portions of the Portfolio, the Adviser
normally targets a blend of approximately 70% in equities of U.S. companies and
the remaining 30% in equities of companies outside the United States. The
Adviser will also allow the relative weightings of the geographical
subcomponents to vary in response to markets, but ordinarily only by +/-5% of
the portfolio. Investments in REITs are deemed to be 100% equity for purposes of
the target blend of the Portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
U.S. or non-U.S. issuers are compelling, the range may expand to 10% of the
portfolio.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in convertible
securities and foreign securities, enter into repurchase agreements and forward
commitments, and make short sales of securities or maintain a short position.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Derivatives Risk
          o Foreign Risk                o Liquidity Risk
          o Currency Risk               o Capitalization Risk
          o Allocation Risk             o Management Risk
          o Leverage Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns

(For the periods ended December 31, 2005)
--------------------------------------------------------------------------------
                                                  1 year       Since Inception*
--------------------------------------------------------------------------------
Portfolio                                         [_____]%      [_____]%
--------------------------------------------------------------------------------
70% S&P 500 Stock Index/30% MSCI
EAFE Index                                        [_____]%      [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                               [_____]%      [_____]%
--------------------------------------------------------------------------------
MSCI EAFE Index                                   [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from July 1, 2004.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Balanced Wealth Strategy Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is to maximize total return consistent with
the Adviser's determination of reasonable risk.

The Portfolio's investment objective is to seek to achieve the highest total
return consistent with the Adviser's determination of reasonable risk. The
Portfolio invests in a portfolio of equity and debt securities that is designed
as a solution for investors who seek a moderate tilt toward equity returns but
also want the risk diversification offered by debt securities and the broad
diversification of their equity risk across styles, capitalization ranges and
geographic regions. The Portfolio targets a weighting of 60% equity securities
and 40% debt securities with a goal of providing moderate upside potential
without excessive volatility. In managing the Portfolio, the Adviser efficiently
diversifies between the debt and equity components to produce the desired
risk/return profile.

The Portfolio's equity component is diversified between growth and value equity
investment styles, and between U.S. and non-U.S. markets. The Adviser selects
growth and value equity securities by drawing from a variety of its fundamental
growth and value investment disciplines to produce a blended equity component.
Within each equity investment discipline, the Adviser may draw on the
capabilities of separate investment teams specializing in different
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,
in selecting equity investments for the Portfolio, the Adviser is able to draw
on the resources and expertise of multiple growth and value equity investment
teams, which are supported by more than 50 equity research analysts specializing
in growth research, and more than 50 equity research analysts specializing in
value research.

The Adviser's targeted blend for the Portfolio's equity component is an equal
weighting of growth and value stocks. The Adviser will also allow the relative
weightings of the growth and value subcomponents to vary in response to markets,
but ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser
will generally rebalance the Portfolio's equity component toward the targeted
blend. However, under extraordinary circumstances, when the Adviser believes
that conditions favoring one investment style are compelling, the range may
expand to 10% of the portfolio.

In addition to blending growth and value styles, the Adviser blends each
style-based portion of the Portfolio's equity component across U.S. and non-U.S.
issuers and various capitalization ranges. Within each of the value and growth
portions of the Portfolio, the Adviser normally targets a blend of approximately
70% in equities of U.S. companies and the remaining 30% in equities of companies
outside the United States. The Adviser will also allow the relative weightings
of these geographical subcomponents to vary in response to markets, but
ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
U.S. or non-U.S. issuers are compelling, the range may expand to 10% of the
portfolio. Investments in REITs are deemed to be 50% equity and 50% fixed-income
for purposes of the target blend of the Portfolio.

The Adviser selects the Portfolio's growth stocks using its growth investment
discipline. Each growth investment team selects stocks using a process that
seeks to identify companies with strong management, superior industry positions,
excellent balance sheets and superior earnings growth prospects. This discipline
relies heavily upon the fundamental analysis and research of the Adviser's large
internal growth research staff, which follows over 1,500 U.S. and non-U.S.
issuers. As one of the largest multi-national investment firms, the Adviser has
access to considerable information concerning these companies, including an
in-depth understanding of their products, services, markets and competition as
well as a good knowledge of the management of most of the companies.

The Adviser's growth analysts prepare their own earnings estimates and financial
models for each company followed. Research emphasis is placed on identifying
companies whose substantially above-average prospective earnings growth is not
fully reflected in current market valuations. Each growth investment team
constructs a portfolio that emphasizes equity securities of a limited number of
carefully selected, high-quality companies that are judged likely to achieve
superior earnings growth.

The Adviser's Bernstein unit selects the Portfolio's value stocks using its
fundamental value investment discipline. In selecting stocks, each of
Bernstein's value investment teams seeks to identify companies whose long-term
earning power and dividend paying capability are not reflected in the current
market price of their securities. This fundamental value discipline relies
heavily upon Bernstein's large internal value research staff, which follows over
1,500 U.S. and non-U.S. issuers. Teams within the value research staff cover a
given industry worldwide, to better understand each company's competitive
position in a global context.

Bernstein's staff of company and industry analysts prepares its own earnings
estimates and financial models for each company analyzed. Bernstein identifies
and quantifies the critical variables that control a business's performance and
analyzes the results in order to forecast each company's long-term prospects and
expected returns. Through application of the value investment process described
above, each value investment team constructs a portfolio that emphasizes equity
securities of a limited number of value companies.

Normally, the Portfolio targets a 60% weighting for equity securities and a 40%
weighting for debt securities. The Adviser will allow the relative weightings of
the Portfolio's debt and equity components to vary in response to markets, but
ordinarily only by +/-5% of the portfolio. Beyond those ranges, the Adviser will
generally rebalance the portfolio toward the targeted blend. However, under
extraordinary circumstances, when the Adviser believes that conditions favoring
one investment style are compelling, the ranges may expand to 10% of the
portfolio.

In selecting fixed-income investments for the Portfolio, the Adviser may draw on
the capabilities of separate investment teams that specialize in different areas
that are generally defined by the maturity of the debt securities and/or their
ratings and which may include subspecialties (such as inflation indexed bonds).
In selecting debt securities for the Portfolio, these fixed-income investment
teams draw on the resources and expertise of the Adviser's large internal
fixed-income research staff, which includes over 50 dedicated fixed-income
research analysts and economists. The Portfolio's debt securities will primarily
be investment grade debt securities (including cash and money market
instruments), but may also include preferred stock and, when the Adviser
believes that conditions favoring them are compelling, lower-rated securities
("junk bonds"). The Portfolio will not invest more than 25% of its net assets in
securities rated at the time of purchase below investment grade, that is,
securities rated BB or lower by S&P or Ba or lower by Moody's, or in unrated
securities deemed to be of comparable quality at the time of purchase by the
Adviser.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements. The Portfolio may invest in convertible
securities and foreign securities, enter into repurchase agreements and forward
commitments, and make short sales of securities or maintain a short position,
but only if at all times when a short position is open not more than 33% of its
net assets is held as collateral for such short sales.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                 o Leverage Risk
          o Interest Rate Risk          o Derivatives Risk
          o Credit Risk                 o Liquidity Risk
          o Foreign Risk                o Capitalization Risk
          o Currency Risk               o Management Risk
          o Allocation Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns

(For the periods ended December 31, 2005)
--------------------------------------------------------------------------------
                                                  1 year       Since Inception*
--------------------------------------------------------------------------------
Portfolio                                         [_____]%      [_____]%
--------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Lehman
Brothers U.S. Aggregate Index                     [_____]%      [_____]%
--------------------------------------------------------------------------------
S&P 500 Stock Index                               [_____]%      [_____]%
--------------------------------------------------------------------------------
Lehman Brothers U.S. Aggregate Index              [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from July 1, 2004.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].


AllianceBernstein Global Research Growth Portfolio
--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

OBJECTIVE AND PRINCIPAL STRATEGIES:

The Portfolio's investment objective is long-term growth of capital.

The Portfolio's investment objective is long-term growth of capital by investing
primarily in a global portfolio of equity securities of companies within various
market sectors selected by the Adviser for their growth potential. Examples of
the types of market sectors into which the Adviser may invest the Portfolio's
assets include, but are not limited to, communications and information
technology, health care, financial services, infrastructure, energy and natural
resources, and consumer growth. The Adviser allocates the Portfolio's
investments among the selected market sectors based on its assessment of both
current and forecasted investment opportunities and conditions. As these
conditions change, the Adviser may vary the percentage allocation to each
sector. The Adviser may, on occasion, change the market sectors into which the
Portfolio's assets will be invested as a sector's growth potential matures and
new trends for growth emerge.

The Adviser's Global Research Growth Portfolio Oversight Group, in consultation
with the senior sector analyst-managers is responsible for determining the
market sectors into which the Portfolio's assets are invested and the percentage
allocation into each sector. The Adviser believes that the ability to allocate
assets among the industry sectors allows the Portfolio to pursue the most
attractive investment trends before companies within a market sector become
overpriced and to re-apportion investments as conditions warrant. Through this
process, the Adviser seeks to take advantage of the relative attractiveness of
different market sectors as growth trends mature and new trends emerge.

Stock selection within each market sector is the responsibility of a senior
industry analyst-manager for that sector. The Adviser's internal global research
staff includes full-time industry/sector oriented company equity analysts in the
U.S. and abroad. Within each sector, stock selection emphasizes investment in
companies representing the industry analyst groups' top picks for their
respective sectors.

The Portfolio normally invests in the equity securities of companies located in
at least three countries (and normally substantially more), one of which may be
the United States. The Adviser will adjust the exposure of the Portfolio to
particular national economies based on its perception of the most favorable
markets and issuers. The percentage of the assets of the portfolio invested in
securities of companies in a particular country or denominated in a particular
currency will vary in accordance with the Adviser's assessment of the
appreciation potential of such securities. The Portfolio's market capitalization
allocation, like its country allocation, is a by-product of the stock selection
process. The Adviser expects that normally the Portfolio's portfolio will tend
to emphasize investments in larger capitalization companies, although it may
invest in smaller or medium capitalization companies from time to time. The
Portfolio also may invest in securities of companies in emerging markets.

The Portfolio may invest in depositary receipts, including ADRs, EDRs, GDRs or
other securities representing securities of companies based in countries other
than the United States. Transactions in these securities may not necessarily be
settled in the same currency as transactions in the securities which they
represent.

The Portfolio may enter into derivative transactions, such as options, futures,
forwards, and swap agreements.

PRINCIPAL RISKS:

--------------------------------------------------------------------------------
          o Market Risk                  o Emerging Market Risk
          o Foreign Risk                 o Allocation Risk
          o Currency Risk
--------------------------------------------------------------------------------

Please see "Risks Summary" for a description of these and other risks of
investing in the Portfolio.



The table and bar chart provide an indication of the historical risk of an
investment in the Portfolio.

PERFORMANCE TABLE
--------------------------------------------------------------------------------
Average Annual Total Returns

(For the periods ended December 31, 2005)
--------------------------------------------------------------------------------
                                                  1 year       Since Inception*
--------------------------------------------------------------------------------
Portfolio                                         [_____]%      [_____]%
--------------------------------------------------------------------------------

*    Since Inception return information is from [_____], 2004.

Bar Chart
--------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material.]

N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     N/A     [__]
--------------------------------------------------------------------------------
96      97      98      99      00      01      02      03      04      05

                               Calendar Year End

You should consider an investment in the Portfolio as a long-term investment.
The Portfolio's returns will fluctuate over long and short periods. For example,
during the period shown in the bar chart, the Portfolio's: Best quarter was up
[_____]%, [____] quarter, [____]; and Worst quarter was down [_____]%, [____]
quarter, [____].



RISKS SUMMARY
--------------------------------------------------------------------------------

In this Summary, we describe principal and other risks that may affect a
Portfolio as a whole. This Prospectus has additional descriptions of risks
applicable to specific investments in the discussions below under "More
Information About the Portfolios and Their Investments."

MARKET RISK

This is the risk that the value of a Portfolio's investments will fluctuate as
the stock or bond markets fluctuate and that prices overall will decline over
shorter- or longer-term periods.

INTEREST RATE RISK

Changes in interest rates will affect the yield and value of a Portfolio's
investments in fixed-income securities. When interest rates rise, the value of a
Portfolio's investments tends to fall and this decrease in value may not be
offset by higher interest income from new investments. Interest rate risk is
generally greater for Portfolios that invest in fixed-income securities with
longer maturities or durations. Because the Money Market Portfolio invests in
securities with short maturities and seeks to maintain a stable net asset value
of $1.00 per share, it is possible, although unlikely, that an increase in
interest rates would change the value of an investment in the Portfolio.

INFLATION RISK

This is the risk that the value of assets or income from investments will be
less in the future as inflation decreases the value of money. As inflation
increases, the value of each Portfolio's assets can decline as can the value of
the Portfolio's distributions. This risk is significantly greater for those
Portfolios that invest a significant portion of their assets in fixed-income
securities with longer maturities.

CREDIT RISK

This is the risk that the issuer or the guarantor of a fixed-income security, or
the counterparty to a derivatives or other contract, will be unable or unwilling
to make timely payments of interest or principal, or to otherwise honor its
obligations. The issuer or guarantor may default causing a loss of the full
principal amount of a security and any accrued interest. The degree of risk for
a particular security may be reflected in its credit rating. Investments in
fixed-income securities with lower ratings tend to have a higher probability
that an issuer will default or fail to meet its payment obligations.

INDUSTRY/SECTOR RISK

This is the risk of investments in a particular industry or group of related
industries, such as the real estate or utility industry. Market or economic
factors affecting that industry could have a major effect on the value of the
Portfolio's investments.

CAPITALIZATION RISK

This is the risk of investments in small to mid capitalization companies.
Investments in small- and mid- cap companies may be more volatile than
investments in large-cap companies. Investments in small cap companies tend to
be more volatile than investments in mid- or large-cap companies. A Portfolio's
investments in smaller capitalization companies may have additional risks
because these companies often have limited product lines, markets or financial
resources.

CURRENCY RISK

This is the risk that fluctuations in the exchange rates between the U.S. Dollar
and foreign (non-U.S.) currencies may negatively affect the value of a
Portfolio's investments or reduce the returns of a Portfolio.


FOREIGN (NON-U.S.) RISK

A Portfolio's investments in non-U.S. securities may experience more rapid and
extreme changes in value than investments in securities of U.S. companies. The
securities markets of many foreign countries are relatively small, with a
limited number of companies representing a small number of securities. Foreign
companies usually are not subject to the same degree of regulation as U.S.
issuers. Reporting, accounting, and auditing standards of foreign countries
differ, in some cases significantly, from U.S. standards. Nationalization,
expropriation or confiscatory taxation, currency blockage, political changes, or
diplomatic developments could adversely affect a Portfolio's investments in a
foreign country. These risks are heightened for emerging market countries
because there may be more economic political and social instability, and
investments in companies in emerging markets may have more risk because these
securities may be more volatile and less liquid. To the extent a Portfolio
invests in a particular country or geographic region, the Portfolio may have
more significant risk due to market changes or other factors affecting that
country or region, including political instability and unpredictable economic
conditions.

EMERGING MARKET RISK

Foreign investment risk may be particularly high to the extent a Portfolio
invests in emerging market securities of issuers based in countries with
developing economies. These securities may present market, credit, currency,
liquidity, legal, political and other risks different from, or greater than, the
risks of investing in developed foreign (non-U.S.) countries.

PREPAYMENT RISK

The value of mortgage-related or asset-backed securities may be particularly
sensitive to changes in prevailing interest rates. Early prepayments of
principal on some mortgage-related securities may occur during periods of
falling mortgage interest rates and expose a Portfolio to a lower rate of return
upon reinvestment of principal. Early payments associated with mortgage-related
securities cause these securities to experience significantly greater price and
yield volatility than is experienced by traditional fixed-income securities.
During periods of rising interest rates, a reduction in prepayments may increase
the effective life of mortgage-related securities, subjecting them to greater
risk of decline in market value in response to rising interest rates. If the
life of a mortgage-related security is inaccurately predicted, a Portfolio may
not be able to realize the rate of return it expected.

FOCUSED PORTFOLIO RISK

Portfolios that invest in a limited number of companies may have more risk
because changes in the value of a single security may have a more significant
effect, either negative or positive, on the Portfolio's net asset value.
Similarly, a Portfolio may have more risk if it is "non- diversified" meaning
that it can invest more of its assets in a smaller number of companies than many
other funds.

DERIVATIVES RISK

The Portfolios may use derivatives. These investment strategies may be riskier
than other investment strategies and may result in greater volatility for a
Portfolio, particularly during periods of market declines.

LEVERAGE RISK

When a Portfolio borrows money or otherwise leverages its portfolio, it may be
volatile because leverage tends to exaggerate the effect of any increase or
decrease in the value of a Portfolio's investments. A Portfolio may create
leverage through the use of reverse repurchase arrangements, forward contracts
or dollar rolls or by borrowing money.

LIQUIDITY RISK

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

ALLOCATION RISK

If a Portfolio pursues the objective of a portfolio balanced between equity and
debt securities, it has the risk that the allocation of these investments may
have a more significant effect on the Fund's net asset value when one of these
asset classes is performing more poorly than the other.

MANAGEMENT RISK

Each Portfolio is subject to management risk because it is an actively managed
investment Portfolio. The Adviser will apply its investment techniques and risk
analyses in making investment decisions for each Portfolio, but there can be no
guarantee that its decisions will produce the desired results.






                                                                                                                            Foreign
                                                          Interest                     Industry/                             (Non-
                                               Market      Rate     Credit  Inflation   Sector   Capitalization  Currency    U.S.)
                  PORTFOLIO                     Risk       Risk      Risk      Risk     Risk        Risk          Risk       Risk
                  ---------                     ----       ----      ----      ----     ----         ----         ----       -----
                                                                                                     
AllianceBernstein Money Market Portfolio                    X         X
AllianceBernstein Large Cap Growth Portfolio     X
AllianceBernstein Growth and Income Portfolio    X                                                                 X            X
AllianceBernstein U.S. Government/High Grade
 Securities Portfolio                            X          X         X        X
AllianceBernstein High Yield Portfolio           X          X         X        X                                   X            X
AllianceBernstein Balanced Shares Portfolio      X          X         X                                            X            X
AllianceBernstein International Research
 Growth Portfolio                                X                                                                 X            X
AllianceBernstein Global Bond Portfolio          X          X         X        X                                   X            X
AllianceBernstein Americas Government Income
 Portfolio                                       X          X         X        X                                   X            X
AllianceBernstein Global Dollar Government
 Portfolio                                       X          X         X        X                                   X            X
AllianceBernstein Utility Income Portfolio       X          X         X                   X                        X            X
AllianceBernstein Growth Portfolio               X                                                                 X            X
AllianceBernstein International Growth
 Portfolio                                       X                                                                 X            X
AllianceBernstein Global Technology Portfolio    X          X         X                   X                        X            X
AllianceBernstein Small Cap Growth Portfolio     X          X         X                             X              X            X
AllianceBernstein Real Estate Investment
 Portfolio                                       X          X         X                   X                        X            X
AllianceBernstein International Value
 Portfolio                                       X                                        X                        X            X
AllianceBernstein Small/ Mid Cap Value
 Portfolio                                       X                                                  X              X            X
AllianceBernstein Value Portfolio                X                                                                 X            X
AllianceBernstein U.S. Large Cap Blended
 Style Portfolio                                 X
AllianceBernstein Wealth Appreciation
 Strategy Portfolio                              X                                                  X              X            X
AllianceBernstein Balanced Wealth Strategy
 Portfolio                                       X          X         X                             X              X            X
AllianceBernstein Global Research Growth
 Portfolio                                       X                                                                 X            X






                                                Emerging   Pre-   Focused                                                 Manage-
                                                Market   payment  Portfolio  Derivatives  Leverage  Liquidity  Allocation  ment
           PORTFOLIO                             Risk     Risk     Risk        Risk        Risk      Risk       Risk       Risk
           ---------                             ----     ----     ----        ----        ----      ----       ----       ----
                                                                                                   
AllianceBernstein Money Market Portfolio
AllianceBernstein Large Cap Growth Portfolio                        X
AllianceBernstein Growth and Income Portfolio
AllianceBernstein U.S. Government/High Grade
 Securities Portfolio                                        X                  X
AllianceBernstein High Yield Portfolio                                          X                     X
AllianceBernstein Balanced Shares Portfolio                                                                       X
AllianceBernstein International Research
 Growth Portfolio
AllianceBernstein Global Bond Portfolio
AllianceBernstein Americas Government Income
 Portfolio                                                                                  X
AllianceBernstein Global Dollar Government
 Portfolio                                         X                            X           X
AllianceBernstein Utility Income Portfolio
AllianceBernstein Growth Portfolio
AllianceBernstein International Growth
 Portfolio
AllianceBernstein Global Technology Portfolio
AllianceBernstein Small Cap Growth Portfolio
AllianceBernstein Real Estate Investment                     X
 Portfolio
AllianceBernstein International Value
 Portfolio                                         X                            X
AllianceBernstein Small/ Mid Cap Value
 Portfolio                                                                      X
AllianceBernstein Value Portfolio                                               X
AllianceBernstein U.S. Large Cap Blended
 Style Portfolio                                                                                                  X
AllianceBernstein Wealth Appreciation
 Strategy Portfolio                                                             X           X         X           X         X
AllianceBernstein Balanced Wealth Strategy
 Portfolio                                                                      X           X         X           X         X
AllianceBernstein Global Research Growth
 Portfolio                                         X                                                              X








FEES AND EXPENSES OF THE PORTFOLIOS
--------------------------------------------------------------------------------

          -----------------------------------------------------------
                 WHY ARE PORTFOLIO FEES AND EXPENSES IMPORTANT?

            Fees and expenses reduce the investment performance of a
            Portfolio. The information provided below is intended to
            help you understand what these fees and expenses are and
          provide examples of the dollar amount of these costs to help
            you make comparisons with other portfolios. Some of these
           fees are paid, under certain circumstances, at the time you
            redeem or sell your shares back to the Fund. You pay fees
            and expenses indirectly because they are deducted from a
             Portfolio's assets and reduce the value of your shares.
             These fees include management fees, distribution (Rule
                       12b-1) fees and operating expenses.
          -----------------------------------------------------------

SHAREHOLDER FEES (fees paid directly from your investment) N/A

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that are deducted from Portfolio
assets) and EXAMPLES

The operating expenses information below is designed to assist contractowners of
variable products that invest in the Portfolios in understanding the fees and
expenses that they may pay as an investor. Because the information does not
reflect deductions at the separate account level or contract level for any
charges that may be incurred under a contract, owners of variable contracts that
invest in a Portfolio should refer to the variable contract prospectus for a
description of fees and expenses that apply to contractowners. Inclusion of
these charges would increase the fees and expenses provided below.

The Examples are to help you compare the cost of investing in a Portfolio with
the cost of investing in other portfolios. The Examples do not give effect to
any separate account or contract level fees that might be paid by a
contractowner. They assume that you invest $10,000 in a Portfolio for the time
periods indicated and then redeem all of your shares at the end of those
periods. They also assume that your investment has a 5% return each year, that
the Portfolio's operating expenses stay the same, and that all dividends and
distributions are reinvested. Although your actual costs may be higher or lower,
based on these assumptions your costs as reflected in the Examples would be:

             Operating Expenses                                Examples
             ------------------                                --------

AllianceBernstein Money Market Portfolio
   Management fees                              .45%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
   Total Portfolio operating expenses(a)      [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Large Cap Growth
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
   Total Portfolio operating expenses(a)      [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Growth and Income
Portfolio
   Management fees                              .55%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
   Total Portfolio operating expenses(a)      [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein U.S. Government/High
Grade Securities Portfolio
   Management fees                              .45%     After 1 Yr.     $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein High Yield Portfolio
   Management fees                              .50%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Balanced Shares Portfolio
   Management fees                              .55%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======


AllianceBernstein International Research
Growth Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Global Bond Portfolio
   Management fees                              .45%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Americas Government
Income Portfolio
   Management fees                              .50%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs      $[____]
                                              ======

AllianceBernstein Global Dollar Government
Portfolio
   Management fees                               .50%  After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Utility Income Portfolio
   Management fees                              .55%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======


AllianceBernstein Growth Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses            [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein International Growth
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Global Technology
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Small Cap Growth
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Real Estate Investment
Portfolio
   Management fees                              .55%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein International Value
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Small/Mid Cap Value
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======

AllianceBernstein Value Portfolio
   Management fees                              .55%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)         [___]%   After 10 Yrs.     $[____]
                                              ======


AllianceBernstein U.S. Large Cap Blended
Style Portfolio
   Management fees                              .65%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.      $[____]
                                              ------
   Other expenses                             [___]%   After 5 Yrs.      $[____]
                                              ------
Total Portfolio operating expenses(a)(b)      [___]%   After 10 Yrs.     $[____]
                                              ======
Waiver and/or expense reimbursement(c)        [___]%
                                              ------
Net Expenses                                  [___]%
                                              ======

AllianceBernstein Wealth Appreciation
Strategy Portfolio
   Management fees                              .65%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.(b)   $[____]
                                              ------
   Other expenses(d)                          [___]%
                                              ------
Total Portfolio operating expenses            [___]%
                                              ======
Waiver and/or expense reimbursement(c)        [___]%
                                              ------
Net Expenses                                  [___]%
                                              ======

AllianceBernstein Balanced Wealth Strategy
Portfolio
   Management fees                              .55%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.(b)   $[____]
                                              ------
   Other expenses(d)                          [___]%
                                              ------
Total Portfolio operating expenses            [___]%
                                              ======
Waiver and/or expense reimbursement(c)        [___]%
                                              ------
Net Expenses                                  [___]%
                                              ======

AllianceBernstein Global Research Growth
Portfolio
   Management fees                              .75%   After 1 Yr.       $[____]
   Distribution (12b-1) fees                  [___]%   After 3 Yrs.(b)   $[____]
                                              ------
   Other expenses(d)                          [___]%
                                              ------
Total Portfolio operating expenses            [___]%
                                              ======
Waiver and/or expense reimbursement(c)        [___]%
                                              ------
Net Expenses                                  [___]%
                                              ======

----------
(a)  Expense information has been restated to reflect a reduction in advisory
     fees effective September 7, 2004.

(b)  Reflects the Adviser's contractual waiver of a portion of its advisory fee
     and/or reimbursement of a portion of the Portfolio's operating expenses.
     This waiver extends through May 1, 2005 for AllianceBernstein U.S. Large
     Cap Blended Style Portfolio, May 1, 2006 for AllianceBernstein Wealth
     Appreciation Strategy Portfolio and AllianceBernstein Balanced Wealth
     Strategy Portfolio and May 1, 2007 for AllianceBernstein Global Research
     Growth Portfolio and may be extended by the Adviser for additional one-year
     terms.

(c)  The example assumes that the Adviser's agreement to waive management fees
     and/or bear Portfolio expenses is not extended beyond its initial period.

(d)  Based on estimated expenses.




INVESTING IN THE PORTFOLIOS
--------------------------------------------------------------------------------

HOW TO BUY AND SELL SHARES

The Portfolios offer their shares through the separate accounts of life
insurance companies (the "Insurers"). You may only purchase and sell shares
through these separate accounts. See the prospectus of the separate account of
the participating insurance company for information on the purchase and sale of
the Portfolios' shares. AllianceBernstein Investments, Inc. ("ABI") may from
time to time receive payments from Insurers in connection with the sale of the
Portfolio's shares through the Insurer's separate accounts.

The Insurers maintain omnibus account arrangements with the Fund in respect of
one or more Portfolios and place aggregate purchase, redemption and exchange
orders for shares of a Portfolio corresponding to orders placed by the Insurer's
customers ("Contractholders") who have purchased contracts from the Insurers, in
each case, in accordance with the terms and conditions of the relevant contract.
Omnibus account arrangements maintained by the Insurers are discussed below
under "Limitations on Ability to Detect and Curtail Excessive Trading
Practices".

ABI may refuse any order to purchase shares. Each Portfolio 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.

Distribution Arrangements

The Portfolios have adopted a plan under Securities and Exchange Commission Rule
12b-1 that allows the Portfolios to pay asset-based sales charges or
distribution and/or service fees for the distribution and sale of their shares.
The amount of this fee for the Class B shares of the Portfolios is .25% of the
aggregate average daily net assets. Because these fees are paid out of the
Portfolios' assets on an ongoing basis, over time these fees will increase the
costs of your investment.

PAYMENTS TO FINANCIAL ADVISORS AND THEIR FIRMS

Financial intermediaries, such as the Insurers, market and sell shares of the
Portfolios. These financial intermediaries employ financial advisors and may
receive compensation for selling shares of the Portfolios. This compensation is
paid from various sources, including the Portfolios. Your individual financial
advisor may receive some or all of the amounts paid to the financial
intermediary that employs him or her.

     ----------------------------------------------------------------
                        What is a Financial Intermediary?

           A financial intermediary is a firm that receives
     compensation for selling shares of the Portfolios offered in
            this Prospectus and/or provides services to the
     Contractholders. Financial intermediaries may include, among
        others, your broker, your financial planner or advisor,
       banks, pension plan consultants and insurance companies.
      Financial intermediaries employ financial advisors who deal
         with you and other investors on an individual basis.
     ----------------------------------------------------------------

          ------------------------------------------------------------
          The Insurers or your financial advisor's firm receives
          compensation from the Portfolios, ABI and/or the Adviser in
          several ways from various sources, which include some or all
          of the following:

          -    12b-1 fees
          -    additional distribution support
          -    defrayal of costs for educational seminars and training
          -    payments related to providing Contractholder
               recordkeeping and/or administrative services

          Please read the Prospectus carefully for information on this
          compensation.
          ------------------------------------------------------------

In the case of Class B shares, up to 100% of the Rule 12b-1 fees applicable to
Class B shares each year may be paid to the financial intermediary that sells
Class B shares.

ABI and/or the Adviser may pay Insurers or other financial intermediaries to
perform record-keeping and administrative services in connection with the
Portfolios. Such payments will generally not exceed 0.35% of the average daily
net assets of each Portfolio attributable to the Insurer.

Other Payments for Distribution Services and Educational Support

In addition to the fees described above, ABI, at its expense, currently provides
additional payments to the Insurers. These sums include payments to reimburse
directly or indirectly the costs incurred by the Insurers and their employees in
connection with educational seminars and training efforts about the Portfolios
for the Insurers' employees and/or their clients and potential clients. The
costs and expenses associated with these efforts may include travel, lodging,
entertainment and meals.

For 2006, ABI's additional payments to these firms for educational support and
distribution assistance related to the Portfolios is expected to be
approximately $[_____]. In 2005, ABI paid additional payments of approximately
$[_____] for the Portfolios.

--------------------------------------------------------------------------------
    If one mutual fund sponsor that offers shares to separate accounts of an
    Insurer makes greater distribution assistance payments than another, the
    Insurer may have an incentive to recommend or offer the shares of funds of
    one fund sponsor over another.
--------------------------------------------------------------------------------

As of the date of this Prospectus, ABI anticipates that the Insurers that will
receive additional payments for educational support include:

     [AIG SunAmerica]
     [All State Financial]
     [Citigroup Global Markets]
     [ING]
     [Lincoln Financial Group]
     [Morgan Stanley]

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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES

The Fund's Board of Directors has adopted policies and procedures designed to
detect and deter frequent purchases and redemptions of Portfolio shares or
excessive or short-term trading that may disadvantage long-term Contractholders.
These policies are described below. Each Portfolio 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
Insurer or a Contractholder'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, Contractholders that engage in rapid purchases and sales or exchanges
of a Portfolio's shares dilute the value of shares held by long-term
Contractholders. Volatility resulting from excessive purchases and sales or
exchanges of shares of a Portfolio, especially involving large dollar amounts,
may disrupt efficient portfolio management. In particular, a Portfolio 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. Excessive purchases and sales or exchanges of
shares of a Portfolio may force the Portfolio to sell portfolio securities at
inopportune times to raise cash to accommodate short-term trading activity. In
addition, a Portfolio may incur increased expenses if one or more
Contractholders engage in excessive or short-term trading. For example, a
Portfolio may be forced to liquidate investments as a result of short-term
trading and incur increased brokerage costs without attaining any investment
advantage. Similarly, a Portfolio may bear increased administrative costs due to
asset level and investment volatility that accompanies patterns of short-term
trading activity. All of these factors may adversely affect Portfolio's
performance.

Investments in foreign securities may be particularly susceptible to short-term
trading strategies. This is because foreign securities are typically traded on
markets that close well before the time a Portfolio 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
Contractholder engaging in a short-term trading strategy to exploit differences
in share prices that are based on closing prices of foreign securities
established some time before a Portfolio calculates its own share price
(referred to as "time zone arbitrage"). Each of the Portfolios has procedures,
referred to as fair value pricing, designed to adjust closing market prices of
foreign securities to reflect what is believed to be fair value of those
securities at the time the Portfolio calculates is NAV. While there is no
assurance, each of the Portfolios expects that the use of fair value pricing, in
addition to the short-term trading policies discussed below, will significantly
reduce a Contractholder's ability to engage in time zone arbitrage to the
detriment of other Contractholders.

Contractholders engaging in a short-term trading strategy may also target a
Portfolio that does not invest primarily in foreign securities. If a Portfolio
invests in securities that are, among other things, thinly traded, traded
infrequently, or relatively illiquid, it has the risk that the current market
price for the securities may not accurately reflect current market values.
Contractholders may seek to engage in short-term trading to take advantage of
these pricing differences (referred to as "price arbitrage"). A Portfolio may be
adversely affected by price arbitrage, in particular, to the extent that it
significantly invests in small cap securities, technology and other specific
industry sector securities, and in certain fixed-income securities, such as high
yield bonds, asset-backed securities, or municipal bonds.

Money market funds generally are not effective vehicles for short-term trading
activity, and therefore the risks relating to short-term trading activity are
correspondingly lower for the Money Market Portfolio.

Policy Regarding Short-term Trading. Purchases and exchanges of shares of the
Portfolios should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolios. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below. 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 AllianceBernstein Investor Services, Inc. ("ABIS"), maintains
          surveillance procedures to detect excessive or short-term trading in
          Portfolio shares. This surveillance process involves several factors,
          which include scrutinizing individual Insurer's omnibus transaction
          activity in Portfolio shares in order to seek to ascertain whether any
          such activity attributable to one or more Contractholders might
          constitute excessive or short-term trading. Insurer's omnibus
          transaction activity identified by these surveillance procedures, or
          as a result of any other information actually available at the time,
          will be evaluated to determine whether such activity might indicate
          excessive or short-term trading activity attributable to one or more
          Contractholders. 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 relevant Insurer's
          omnibus account(s) will be immediately "blocked" and no future
          purchase or exchange activity will be permitted, except to the extent
          the Fund, ABI or ABIS has been informed in writing that the terms and
          conditions of a particular contract may limit the Fund's ability to
          apply its short-term trading policy to Contractholder activity as
          discussed below. As a result, any Contractholder seeking to engage
          through an Insurer in purchase or exchange activity in shares of one
          or more Portfolios under a particular contract will be prevented from
          doing so. However, sales of Portfolio shares back to the Portfolio or
          redemptions will continue to be permitted in accordance with the terms
          of the Portfolio's current Prospectus. In the event an account is
          blocked, certain account-related privileges, such as the ability to
          place purchase, sale and exchange orders over the internet or by
          phone, may also be suspended. An Insurer's omnibus account that is
          blocked will generally remain blocked unless and until the Insurer
          provides evidence or assurance acceptable to the Fund that one or more
          Contractholders 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. If an Insurer does not have the capabilities, or declines,
          to provide individual account level detail to the Fund, the Fund will
          monitor turnover of assets to purchases and redemptions of the omnibus
          account. If excessive turnover, defined as annualized purchases and
          redemptions exceeding 50% of assets is detected, the Fund will notify
          the Insurer and request that the Insurer review individual account
          transactions for excessive or short-term trading activity and confirm
          to the Fund that appropriate action has been taken to curtail the
          activity, which may include applying blocks to accounts to prohibit
          future purchases and exchanges of shares of the Portfolios. The Fund
          will continue to monitor the turnover attributable to an Insurer's
          omnibus account and may consider whether to terminate the relationship
          if the Insurer does not demonstrate that appropriate action has been
          taken.

Risks to Contractholders Resulting From Imposition of Account Blocks in Response
to Excessive Short-term Trading Activity. A Contractholder identified as having
engaged in excessive or short-term trading activity whose account is "blocked"
and who may not otherwise wish to redeem his or her shares effectively may be
"locked" into an investment in shares of one or more of the Portfolios that the
Contractholder did not intend to hold on a long-term basis or that may not be
appropriate for the Contractholder's risk profile. To rectify this situation, a
Contractholder with a "blocked" account may be forced to redeem Portfolio
shares, which could be costly if, for example, these shares have declined in
value. To avoid this risk, a Contractholder should carefully monitor the
purchases, sales, and exchanges of Portfolio shares and avoid frequent trading
in Portfolio shares.

Limitations on Ability to Detect and Curtail Excessive Trading Practices.
Insurers utilizing omnibus account arrangements may not identify to the Fund,
ABI or ABIS Contractholders' transaction activity relating to shares of a
particular Portfolio on an individual basis. Consequently, the Fund, ABI and
ABIS may not be able to detect excessive or short-term trading in shares of a
Portfolio attributable to a particular Contractholder who effects purchase and
redemption and/or exchange activity in shares of the Portfolio through an
Insurer acting in an omnibus capacity. In seeking to prevent excessive or
short-term trading in shares of the Portfolios, including the maintenance of any
transaction surveillance or account blocking procedures, the Fund, ABI and ABIS
consider the information actually available to them at the time.


HOW THE PORTFOLIOS VALUE THEIR SHARES

Each Portfolio's NAV is calculated at the close of regular trading on the
Exchange (ordinarily, 4:00 p.m., Eastern time), only on days when the Exchange
is open for business. To calculate NAV, a Portfolio's assets are valued and
totaled, liabilities are subtracted, and the balance, called net assets, is
divided by the number of shares outstanding. If a Portfolio invests in
securities that are primarily traded on foreign exchanges that trade on weekends
or other days when the Portfolio does not price its shares, the NAV of the
Portfolio's shares may change on days when shareholders will not be able to
purchase or redeem their shares in the Portfolio.

The AllianceBernstein Money Market Portfolio's NAV is expected to be constant at
$1.00 share, although this value is not guaranteed. The NAV is calculated at
4:00 p.m., Eastern time, each day the Exchange is open for business. The
Portfolio values its securities at their amortized cost. This method involves
valuing an instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the investment.

The Portfolios value their securities at their current market value determined
on the basis of market quotations or, if market quotations are not readily
available or are unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Fund's Board
of Directors. When a Portfolio uses fair value pricing, it may take into account
any factors it deems appropriate. A Portfolio 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 a Portfolio 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 Portfolios expect 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. Portfolios may use fair value pricing more frequently for
securities primarily traded in foreign markets because, among other things, most
foreign markets close well before a Portfolio values its securities at 4:00
p.m., Eastern time. The earlier close of these foreign markets gives rise to the
possibility that significant events, including broad market moves, may have
occurred in the interim. For example, the Portfolios believe that foreign
security values may be affected by events that occur after the close of foreign
securities markets. To account for this, the Portfolios may frequently value
many of their foreign equity securities using fair value prices based on third
party vendor modeling tools to the extent available.

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

Your order for purchase, sale, or exchange of shares is priced at the
next-determined NAV after your order is received in proper form by the
Portfolio.



MORE INFORMATION ABOUT THE PORTFOLIOS AND THEIR INVESTMENTS
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the
Portfolios' investment practices and risks. Most of these investment practices
are discretionary, which means that the Adviser may or may not decide to use
them. This Prospectus does not describe all of a Portfolio's investment
practices and additional descriptions of each Portfolio's strategies,
investments, and risks can be found in the Fund's SAI.

Derivatives    Each Portfolio may, but is not required to, use derivatives for
               risk management purposes or as part of its investment strategies.
               Derivatives are financial contracts whose value depends on, or is
               derived from, the value of an underlying asset, reference rate or
               index. A Portfolio may use derivatives to earn income and enhance
               returns, to hedge or adjust the risk profile of a portfolio, to
               replace more traditional direct investments and to obtain
               exposure to otherwise inaccessible markets.

               There are four principal types of derivatives, including options,
               futures, forwards and swaps, which are described below.
               Derivatives may be (i) standardized, exchange-traded contracts or
               (ii) customized, privately-negotiated contracts. Exchange-traded
               derivatives tend to be more liquid and subject to less credit
               risk than those that are privately negotiated.

               A Portfolio's use of derivatives may involve risks that are
               different from, or possibly greater than, the risks associated
               with investing directly in securities or other more traditional
               instruments. These risks include the risk that the value of a
               derivative instrument may not correlate perfectly, or at all,
               with the value of the assets, reference rates, or indexes that
               they are designed to track. Other risks include: the possible
               absence of a liquid secondary market for a particular instrument
               and possible exchange-imposed price fluctuation limits, either of
               which may make it difficult or impossible to close out a position
               when desired; the risk that adverse price movements in an
               instrument can result in a loss substantially greater than the
               Portfolio's initial investment in that instrument (in some cases,
               the potential loss is unlimited); and the risk that the
               counterparty will not perform its obligations.

               The Portfolios may use the following types of derivatives.

               o    Forward Contracts. A forward contract is a customized,
                    privately negotiated agreement for one party to buy, and the
                    other party to sell, a specific quantity of an underlying
                    commodity or other tangible asset for an agreed upon price
                    at a future date. A forward contract is either settled by
                    physical delivery of the commodity or tangible asset to an
                    agreed-upon location at a future date, rolled forward into a
                    new forward contract or, in the case of a non-deliverable
                    forward, by a cash payment at maturity. The Portfolios'
                    investments in forward contracts include the following.

                    --Forward Currency Exchange Contracts. A Portfolio may
                    purchase or sell currency exchange contracts to minimize the
                    risk from adverse changes in the relationship between the
                    U.S. Dollar and other currencies. A Portfolio may enter into
                    a forward contract as transaction hedge (to "lock in" the
                    U.S. dollar price of a non-U.S. dollar security), as
                    position hedge (to protect the value of securities the
                    Portfolio owns that are denominated in a foreign currency
                    against substantial changes in the value of the foreign
                    currency) or as cross-hedge (to protect the value of
                    securities the Portfolio owns that are denominated in a
                    foreign currency against substantial changes in the value of
                    that foreign currency by entering into a forward contract
                    for a different foreign currency that is expected to change
                    in the same direction as the currency in which the
                    securities are denominated).

               o    Futures Contracts and Options on Futures Contracts. A
                    futures contract is an agreement that obligates the buyer to
                    buy and the seller to sell a specified quantity of an
                    underlying asset (or settle for cash the value of a contract
                    based on an underlying asset, rate or index) at a specific
                    price on the contract maturity date. Options on futures
                    contracts are options that call for the delivery of futures
                    contracts upon exercise.

               o    Options. An option is an agreement that, for a premium
                    payment or fee, gives the option holder (the buyer) the
                    right but not the obligation to buy or sell the underlying
                    asset (or settle for cash an amount based on an underlying
                    asset, rate or index) at a specified price (the exercise
                    price) during a period of time or on a specified date.
                    Investments in options are considered speculative. A
                    Portfolio may lose the premium paid for them if the price of
                    the underlying security or other asset decreased or remained
                    the same (in the case of a call option) or increased or
                    remained the same (in the case of a put option). If a put or
                    call option purchased by a Portfolio were permitted to
                    expire without being sold or exercised, its premium would
                    represent a loss to the Portfolio. The Portfolios'
                    investments include the following:

                    --Options on Foreign Currencies. A Portfolio invests in
                    options on foreign currencies that are privately negotiated
                    or traded on U.S. or foreign exchanges for the purpose of
                    protecting against declines in the U.S. Dollar value of
                    foreign currency denominated securities held by a Portfolio
                    and against increases in the U.S. Dollar cost of securities
                    to be acquired. The purchase of an option on a foreign
                    currency may constitute an effective hedge against
                    fluctuations in exchange rates, although if rates move
                    adversely, a Portfolio may forfeit the entire amount of the
                    premium plus related transaction costs.

                    --Options on Securities. A Portfolio may purchase or write a
                    put or call option on securities. The Portfolio will only
                    exercise an option it purchased if the price of the security
                    was less (in the case of a put option) or more (in the case
                    of a call option) than the exercise price. If the Portfolio
                    does not exercise an option, the premium it paid for the
                    option will be lost. Normally, a Portfolio will write only
                    "covered" options, which means writing an option for
                    securities the Portfolio owns, but may write an uncovered
                    call option for cross-hedging purposes.

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


               o    Swap Transactions. A swap is a customized, privately
                    negotiated agreement that obligates two parties to exchange
                    a series of cash flows at specified intervals (payment
                    dates) based upon or calculated by reference to changes in
                    specified prices or rates (interest rates in the case of
                    interest rate swaps, currency exchange rates in the case of
                    currency swaps) for a specified amount of an underlying
                    asset (the "notional" principal amount). The Portfolios'
                    investments in swap transactions include the following:

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

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

                    --Currency Swaps. Currency swaps involve the individually
                    negotiated exchange by a Portfolio with another party of a
                    series of payments in specified currencies. A currency swap
                    may involve the delivery at the end of the exchange period
                    of a substantial amount of one designated currency in
                    exchange for the other designated currency. Therefore, the
                    entire principal value of a currency swap is subject to the
                    risk that the other party to the swap will default on its
                    contractual delivery obligations. If there is a default by
                    the counterparty to the transaction, the Portfolio will have
                    contractual remedies under the transaction agreements.

                    --Interest Rate Swaps, Caps, and Floors. Interest rate swaps
                    involve the exchange by a Portfolio with another party of
                    their respective commitments to pay or receive interest
                    (e.g., an exchange of floating rate payments for fixed rate
                    payments). Interest rate swaps are entered into on a net
                    basis (i.e., the two payment streams are netted out, with
                    the Portfolio receiving or paying, as the case may be, only
                    the net amount of the two payments).

                    The purchase of an interest rate cap entitles the purchaser,
                    to the extent that a specified index exceeds a predetermined
                    interest rate, to receive payments of interest on a
                    contractually-based principal amount from the party selling
                    the interest rate cap. The purchase of an interest rate
                    floor entitles the purchaser, to the extent that a specified
                    index falls below a predetermined interest rate, to receive
                    payments of interest on an agreed principal amount from the
                    party selling the interest rate floor. Caps and floors may
                    be less liquid than swaps.

                    Interest rate swap, cap, and floor transactions may be used
                    to preserve a return or spread on a particular investment or
                    a portion of a Portfolio's portfolio or protecting against
                    an increase in the price of securities a Portfolio
                    anticipates purchasing at a later date. A Portfolio may
                    enter into interest rate swaps, caps, and floors on either
                    an asset-based or liability-based basis, depending upon
                    whether it is hedging its assets or liabilities. These
                    transactions do not involve the delivery of securities or
                    other underlying assets or principal.

                    Unless there is a counterparty default, the risk of loss to
                    a Portfolio from interest rate transactions is limited to
                    the net amount of interest payments that the Portfolio is
                    contractually obligated to make. If the counterparty to an
                    interest rate transaction defaults, the Portfolio's risk of
                    loss consists of the net amount of interest payments that
                    the Portfolio contractually is entitled to receive.

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


               o    Other Derivative Investments

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

                    The Portfolios will normally invest in covered warrants,
                    which entitle the holder to purchase from the issuer common
                    stock of an international company or receive a cash payment
                    (generally in U.S. dollars). The cash payment is calculated
                    according to a predetermined formula. The Portfolios may
                    invest in low exercise price warrants, which are warrants
                    with an exercise price that is very low relative to the
                    market price of the underlying instrument at the time of
                    issue (e.g., one cent or less). The buyer of a low exercise
                    price warrant effectively pays the full value of the
                    underlying common stock at the outset. In the case of any
                    exercise of warrants, there may be a time delay between the
                    time a holder of warrants gives instructions to exercise and
                    the time the price of the common stock relating to exercise
                    or the settlement date is determined, during which time the
                    price of the underlying security could change significantly.
                    In addition, the exercise or settlement date of the warrants
                    may be affected by certain market disruption events, such as
                    difficulties relating to the exchange of a local currency
                    into U.S. dollars, the imposition of capital controls by a
                    local jurisdiction or changes in the laws relating to
                    foreign investments. These events could lead to a change in
                    the exercise date or settlement currency of the warrants, or
                    postponement of the settlement date. In some cases, if the
                    market disruption events continue for a certain period of
                    time, the warrants may become worthless resulting in a total
                    loss of the purchase price of the warrants.

                    The Portfolios will acquire covered warrants issued by
                    entities deemed to be creditworthy by the Adviser, who will
                    monitor the credit-worthiness of the issuers on an on-going
                    basis. Investments in these instruments involve the risk
                    that the issuer of the instrument may default on its
                    obligation to deliver the underlying security or cash in
                    lieu thereof. These instruments may also be subject to
                    liquidity risk because there may be a limited secondary
                    market for trading the warrants. They are also subject, like
                    other investments in foreign securities, to foreign risk and
                    currency risk.

                    --Eurodollar Instruments. Eurodollar instruments are
                    essentially U.S. Dollar-denominated futures contracts or
                    options that are linked to London Interbank Offered Rate
                    (LIBOR). Eurodollar futures contracts enable purchasers to
                    obtain a fixed rate for the lending of Portfolios and
                    sellers to obtain a fixed rate for borrowings.

                    --Hybrid Instruments. Hybrid instruments (a type of
                    potentially high-risk derivative) have the characteristics
                    of futures, options, currencies, and securities. These
                    instruments may take a variety of forms. Hybrids can have
                    volatile prices and limited liquidity.


Convertible
Securities     Prior to conversion, convertible securities have the same general
               characteristics as non-convertible debt securities, which
               generally provide a stable stream of income with generally higher
               yields than those of equity securities of the same or similar
               issuers. The price of a convertible security will normally vary
               with changes in the price of the underlying equity security,
               although the higher yield tends to make the convertible security
               less volatile than the underlying equity security. As with debt
               securities, the market value of convertible securities tends to
               decrease as interest rates rise and increase as interest rates
               decline. While convertible securities generally offer lower
               interest or dividend yields than non-convertible debt securities
               of similar quality, they offer investors the potential to benefit
               from increases in the market prices of the underlying common
               stock. Convertible debt securities that are rated Baa3 or lower
               by Moody's or BBB- or lower by S&P or Fitch and comparable
               unrated securities may share some or all of the risks of debt
               securities with those ratings.

Depositary     Depositary receipts may not necessarily be denominated in the
Receipts and   same currency as the underlying securities into which they may be
Securities of  converted. In addition, the issuers of the stock of unsponsored
Supranational  depositary receipts are not obligated to disclose material
Entities       information in the United States and, therefore, there may not be
               a correlation between such information and the market value of
               the depositary receipts. ADRs are depositary receipts typically
               issued by an U.S. bank or trust company that evidence ownership
               of underlying securities issued by a foreign corporation. GDRs
               and 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 a non-U.S.
               company. Generally, depositary receipts in registered form are
               designed for use in the U.S. securities markets, and depositary
               receipts in bearer form are designed for use in securities
               markets outside of the United States. For purposes of determining
               the country of issuance, investments in depositary receipts of
               either type are deemed to be investments in the underlying
               securities.

               A supranational entity is an entity designated or supported by
               the national government of one or more countries to promote
               economic reconstruction or development. Examples of supranational
               entities include the World Bank (International Bank for
               Reconstruction and Development) and the European Investment Bank.
               A European Currency Unit is a basket of specified amounts of the
               currencies of the member states of the European Economic
               Community. "Semi-governmental securities" are securities issued
               by entities owned by either a national, state or equivalent
               government or are obligations of one of such government
               jurisdictions that are not backed by its full faith and credit
               and general taxing powers.

Forward        Forward commitments for the purchase or sale of securities may
Commitments    include purchases on a when-issued basis or purchases or sales on
               a delayed delivery basis. In some cases, a forward commitment may
               be conditioned upon the occurrence of a subsequent event, such as
               approval and consummation of a merger, corporate reorganization
               or debt restructuring or approval of a proposed financing by
               appropriate authorities (i.e., a "when, as and if issued" trade).

               The Portfolios may invest significantly in TBA-mortgage-backed
               securities. A TBA or "To Be Announced" trade represents a
               contract for the purchase or sale of mortgage-backed securities
               to be delivered at a future agreed-upon date; however, the
               specific mortgage pool numbers or the number of pools that will
               be delivered to fulfill the trade obligation or terms of the
               contract are unknown at the time of the trade. Mortgage pools
               (including fixed rate or variable rate mortgages) guaranteed by
               GNMA, FNMA or FHLMC are subsequently allocated to the TBA
               transactions.

               When forward commitments with respect to fixed-income securities
               are negotiated, the price, which is generally expressed in yield
               terms, is fixed at the time the commitment is made, but payment
               for and delivery of the securities take place at a later date.
               Securities purchased or sold under a forward commitment are
               subject to market fluctuation and no interest or dividends accrue
               to the purchaser prior to the settlement date. The use of forward
               commitments helps a Portfolio to protect against anticipated
               changes in interest rates and prices.


Illiquid       Under current SEC Guidelines, the Portfolios limit their
Securities     investments in illiquid securities to 15% of their net assets.
               The term "illiquid securities" for this purpose means securities
               that cannot be disposed of within seven days in the ordinary
               course of business at approximately the amount a Portfolio has
               valued the securities. A Portfolio that invests in illiquid
               securities may not be able to sell such securities and may not be
               able to realize their full value upon sale. Restricted securities
               (securities subject to legal or contractual restrictions on
               resale) may be illiquid. Some restricted securities (such as
               securities issued pursuant to Rule 144A under the Securities Act
               of 1933 or certain commercial paper) may be treated as liquid,
               although they may be less liquid than registered securities
               traded on established secondary markets.

Indexed        Indexed commercial paper may have its principal linked to changes
Commercial     in foreign currency exchange rates whereby its principal amount
Paper          is adjusted upwards or downwards (but not below zero) at maturity
               to reflect changes in the referenced exchange rate. A Portfolio
               will receive interest and principal payments on such commercial
               paper in the currency in which such commercial paper is
               denominated, but the amount of principal payable by the issuer at
               maturity will change in proportion to the change (if any) in the
               exchange rate between the two specified currencies between the
               date the instrument is issued and the date the instrument
               matures. While such commercial paper entails the risk of loss of
               principal, the potential for realizing gains as a result of
               changes in foreign currency exchange rates enables a Portfolio to
               hedge (or cross-hedge) against a decline in the U.S. Dollar value
               of investments denominated in foreign currencies while providing
               an attractive money market rate of return. A Portfolio will
               purchase such commercial paper for hedging purposes only, not for
               speculation.

Investment     Subject to the restrictions and limitations of the 1940 Act, a
in Other       Portfolio may invest in other investment companies whose
Investment     investment objectives and policies are substantially similar to
Companies      those of the Portfolio. If a Portfolio acquires shares in
               investment companies, shareholders would bear indirectly, the
               expenses of such investment companies (including management and
               advisory fees), which are in addition to the Portfolio's
               expenses. A Portfolio may also invest in exchange traded
               Portfolios, subject to the restrictions and limitations of the
               1940 Act.

Loans of       For the purposes of achieving income, a Portfolio may make
Portfolio      secured loans of portfolio securities to brokers, dealers and
Securities     financial institutions, provided a number of conditions are
               satisfied, including that the loan is fully collateralized.
               Securities lending involves the possible loss of rights in the
               collateral or delay in the recovery of collateral if the borrower
               fails to return the securities loaned or becomes insolvent. When
               a Portfolio lends securities, its investment performance will
               continue to reflect changes in the value of the securities
               loaned, and the Portfolio will also receive a fee or interest on
               the collateral. The Portfolio may pay reasonable finders',
               administrative, and custodial fees in connection with a loan.


Loan           The Portfolios may invest in loan participations and assignments
Participa-     of all or a portion of loans from third parties. When a Portfolio
tions and      invests in loan participations, it typically will have a
Assignments    contractual relationship only with the lender and not with the
               borrower. This means that the Portfolio will assume the credit
               risk posed by the lender as well as the credit risk posed by the
               borrower. It will also only be able to enforce its rights through
               the lender. In addition to credit risks, loan participations, and
               assignments involve interest rate risk and liquidity risk. The
               lack of a liquid secondary market for participations and
               assignments also may make it more difficult for the Portfolio to
               assign a value to these investments for purposes of valuing the
               Portfolio's portfolio and calculating its net asset value.

Mortgage-      A Portfolio may invest in mortgage-related or other asset-backed
Related and    securities. Mortgage-related securities include mortgage
Other          pass-through securities, collateralized mortgage obligations
Asset-Backed   ("CMOs"), commercial mortgage-backed securities, mortgage dollar
Securities     rolls, CMO residuals, stripped mortgage-backed securities
               ("SMBSs") and other securities that directly or indirectly
               represent a participation in or are secured by and payable from
               mortgage loans on real property.

               The value of mortgage-related or asset-backed securities may be
               particularly sensitive to changes in prevailing interest rates.
               Early prepayments of principal on some mortgage-related
               securities may occur during periods of falling mortgage interest
               rates and expose a Portfolio to a lower rate of return upon
               reinvestment of principal. Early payments associated with
               mortgage-related securities cause these securities to experience
               significantly greater price and yield volatility than is
               experienced by traditional fixed-income securities. During
               periods of rising interest rates, a reduction in prepayments may
               increase the effective life of mortgage-related securities,
               subjecting them to greater risk of decline in market value in
               response to rising interest rates. If the life of a
               mortgage-related security is inaccurately predicted, a Portfolio
               may not be able to realize the rate of return it expected.

               One type of SMBS has one class receiving all of the interest from
               the mortgage assets (the interest-only, or "IO" class), while the
               other class will receive all of the principal (the
               principal-only, or "PO" class). The yield to maturity on an IO
               class is extremely sensitive to the rate of principal payments
               (including prepayments) on the underlying mortgage assets, and a
               rapid rate of principal payments may have a material adverse
               effect on a Portfolio's yield to maturity from these securities.
               Each Portfolio may invest in collateralized debt obligations
               ("CDOs"), which includes collateralized bond obligations
               ("CBOs"), collateralized loan obligations ("CLOs"), and other
               similarly structured securities. CBOs and CLOs are types of
               asset-backed securities. A CBO is a trust, which is backed by a
               diversified pool of high-risk, below investment grade
               fixed-income securities. A CLO is a trust typically
               collateralized by a pool of loans, which may include, among
               others, domestic and foreign senior secured loans, senior
               unsecured loans, and subordinate corporate loans, including loans
               that may be rated below investment grade or equivalent unrated
               loans. The Portfolios may invest in other asset-backed securities
               that have been offered to investors.


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

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

               Utility companies historically have been subject to the risks of
               increases in fuel and other operating costs, high interest costs,
               costs associated with compliance with environmental and nuclear
               safety regulations, service interruptions, economic slowdowns,
               surplus capacity, competition, and regulatory changes. There also
               can be no assurance that regulatory policies or accounting
               standards changes will not negatively affect utility companies'
               earnings or dividends. Utility companies are subject to
               regulation by various authorities and may be affected by the
               imposition of special tariffs and changes in tax laws. To the
               extent that rates are established or reviewed by governmental
               authorities, utility companies are subject to the risk that such
               authorities will not authorize increased rates. Because of the
               Portfolio's policy of concentrating its investments in utility
               companies, the Portfolio is more susceptible than most other
               mutual Portfolios to economic, political or regulatory
               occurrences affecting the utilities industry.

               Non-U.S. utility companies, like those in the U.S., are generally
               subject to regulation, although the regulation may or may not be
               comparable to domestic regulations. Non-U.S. utility companies in
               certain countries may be more heavily regulated by their
               respective governments than utility companies located in the U.S.
               As in the U.S., non-U.S. utility companies generally are required
               to seek government approval for rate increases. In addition, many
               non-U.S. utility companies use fuels that cause more pollution
               than those used in the U.S. and may yet be required to invest in
               pollution control equipment. Non-U.S. utility regulatory systems
               vary from country to country and may evolve in ways different
               from regulation in the U.S. The percentage of the Portfolio's
               assets invested in issuers of particular countries will vary.

Repurchase     Each Portfolio may enter into repurchase agreements in which a
Agreements     Portfolio purchases a security from a bank or broker-dealer,
               which agrees to repurchase the security from the Portfolio at an
               agreed-upon future date, normally a day or a few days later. The
               resale price is greater than the purchase price, reflecting an
               agreed-upon interest rate for the period the buyer's money is
               invested in the security. Such agreements permit a Portfolio to
               keep all of its assets at work while retaining "overnight"
               flexibility in pursuit of investments of a longer-term nature. If
               the bank or broker-dealer defaults on its repurchase obligation,
               a Portfolio would suffer a loss to the extent that the proceeds
               from the sale of the security were less than the repurchase
               price.

Reverse        Each Portfolio may enter into reverse purchase agreements and
Repurchase     dollar rolls, subject to the Portfolio's limitations on
Agreements,    borrowings. A reverse repurchase agreement or dollar roll
Dollar Rolls   involves the sale of a security by a Portfolio and its agreement
and Other      to repurchase the instrument at a specified time and price, and
Borrowings     may be considered a form of borrowing for some purposes. Reverse
               repurchase agreements, dollar rolls and other forms of borrowings
               may create leveraging risk for a Portfolio. In addition, reverse
               repurchase agreements and dollar rolls involve the risk that the
               market value of the securities a Portfolio is obligated to
               repurchase may decline below the purchase price.

               Dollar rolls involve sales by a Portfolio of securities for
               delivery in the current month and the Portfolio's simultaneously
               contracting to repurchase substantially similar (same type and
               coupon) securities on a specified future date. During the roll
               period, a Portfolio forgoes principal and interest paid on the
               securities. A Portfolio is compensated by the difference between
               the current sales price and the lower forward price for the
               future purchase (often referred to as the "drop") as well as by
               the interest earned on the cash proceeds of the initial sale.

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


Rights and     Rights and warrants are option securities permitting their
Warrants       holders to subscribe for other securities. Rights are similar to
               warrants except that they have a substantially shorter duration.
               Rights and warrants do not carry with them dividend or voting
               rights with respect to the underlying securities, or any rights
               in the assets of the issuer. As a result, an investment in rights
               and warrants may be considered more speculative than certain
               other types of investments. In addition, the value of a right or
               a warrant does not necessarily change with the value of the
               underlying securities, and a right or a warrant ceases to have
               value if it is not exercised prior to its expiration date.

Short Sales    The Portfolios may make short sales a part of overall portfolio
               management or to offset a potential decline in the value of a
               security. A short sale involves the sale of a security that a
               Portfolio does not own, or if the Portfolio owns the security, is
               not to be delivered upon consummation of the sale. When the
               Portfolio makes a short sale of a security that it does not own,
               it must borrow from a broker-dealer the security sold short and
               deliver the security to the broker-dealer upon conclusion of the
               short sale.

               If the price of the security sold short increases between the
               time of the short sale and the time a Portfolio replaces the
               borrowed security, the Portfolio will incur a loss; conversely,
               if the price declines, the Portfolio will realize a short-term
               capital gain. Although a Portfolio's gain is limited to the price
               at which it sold the security short, its potential loss is
               theoretically unlimited.

Standby        Standby commitment agreements are similar to put options that
Commitment     commit a Portfolio, for a stated period of time, to purchase a
Agreements     stated amount of a security that may be issued and sold to the
               Portfolio at the option of the issuer. The price and coupon of
               the security are fixed at the time of the commitment. At the time
               of entering into the agreement, the Portfolio is paid a
               commitment fee regardless of whether the security ultimately is
               issued. The Portfolios will enter into such agreements only for
               the purpose of investing in the security underlying the
               commitment at a yield and price considered advantageous and
               unavailable on a firm commitment basis.

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

Structured     The Portfolios may invest securities issued in structured
Securities     financing transactions, which generally involve aggregating types
               of debt assets in a pool or special purpose entity and then
               issuing new securities. Types of structured financings include
               securities described elsewhere in this Prospectus, such as
               mortgage-related and other asset-backed securities. The
               Portfolios' investments include investments in structured
               securities that represent interests in entities organized and
               operated solely for the purpose of restructuring the investment
               characteristics of sovereign debt obligations. This type of
               restructuring involves the deposit with or purchase by an entity,
               such as a corporation or trust, of specified instruments (such as
               commercial bank loans) and the issuance by that entity of one or
               more classes of structured securities backed by, or representing
               interests in, the underlying instruments. Because these types of
               structured securities typically involve no credit enhancement,
               their credit risk generally will be equivalent to that of the
               underlying instruments.


Variable,      Variable and floating rate securities pay interest at rates that
Floating and   are adjusted periodically, according to a specified formula. A
Inverse        "variable" interest rate adjusts at predetermined intervals
Floating Rate  (e.g., daily, weekly or monthly), while a "floating" interest
Instruments    rate adjusts whenever a specified benchmark rate (such as the
               bank prime lending rate) changes.

               The Portfolios may also invest in inverse floating rate debt
               instruments ("inverse floaters"). The interest rate on an inverse
               floater resets in the opposite direction from the market rate of
               interest to which the inverse floater is indexed. An inverse
               floater may have greater volatility in market value, in that,
               during periods of rising interest rates, the market values of
               inverse floaters will tend to decrease more rapidly than those of
               fixed rate securities.

Zero Coupon    Zero coupon securities and principal-only (PO) securities are
and            debt securities that have been issued without interest coupons or
Principal-     stripped of their unmatured interest coupons, and include
Only           receipts or certificates representing interests in such stripped
Securities     debt obligations and coupons. Such a security pays no interest to
               its holder during its life. Its value to an investor consists of
               the difference between its face value at the time of maturity and
               the price for which it was acquired, which is generally an amount
               significantly less than its face value. Such securities usually
               trade at a deep discount from their face or par value and are
               subject to greater fluctuations in market value in response to
               changing interest rates than debt obligations of comparable
               maturities and credit quality that make current distributions of
               interest. On the other hand, because there are no periodic
               interest payments to be reinvested prior to maturity, these
               securities eliminate reinvestment risk and "lock in" a rate of
               return to maturity.


Foreign        Investing in foreign securities involves special risks and
(Non-U.S.)     considerations not typically associated with investing in U.S.
Securities     securities. The securities markets of many foreign countries are
               relatively small, with the majority of market capitalization and
               trading volume concentrated in a limited number of companies
               representing a small number of industries. A Portfolio that
               invests in foreign fixed-income securities may experience greater
               price volatility and significantly lower liquidity than a
               portfolio invested solely in securities of U.S. companies. These
               markets may be subject to greater influence by adverse events
               generally affecting the market, and by large investors trading
               significant blocks of securities, than is usual in the United
               States.

               Securities registration, custody, and settlements may in some
               instances be subject to delays and legal and administrative
               uncertainties. Foreign investment in the securities markets of
               certain foreign countries is restricted or controlled to varying
               degrees. These restrictions or controls may at times limit or
               preclude investment in certain securities and may increase the
               cost and expenses of a Portfolio. In addition, the repatriation
               of investment income, capital or the proceeds of sales of
               securities from certain of the countries is controlled under
               regulations, including in some cases the need for certain advance
               government notification or authority, and if a deterioration
               occurs in a country's balance of payments, the country could
               impose temporary restrictions on foreign capital remittances.

               A Portfolio also could be adversely affected by delays in, or a
               refusal to grant, any required governmental approval for
               repatriation, as well as by the application to it of other
               restrictions on investment. Investing in local markets may
               require a Portfolio to adopt special procedures or seek local
               governmental approvals or other actions, any of which may involve
               additional costs to a Portfolio. These factors may affect the
               liquidity of a Portfolio's investments in any country and the
               Adviser will monitor the effect of any such factor or factors on
               a Portfolio's investments. Transaction costs including brokerage
               commissions for transactions both on and off the securities
               exchanges in many foreign countries are generally higher than in
               the U.S.

               Issuers of securities in foreign jurisdictions are generally not
               subject to the same degree of regulation as are U.S. issuers with
               respect to such matters as insider trading rules, restrictions on
               market manipulation, shareholder proxy requirements, and timely
               disclosure of information. The reporting, accounting, and
               auditing standards of foreign countries may differ, in some cases
               significantly, from U.S. standards in important respects, and
               less information may be available to investors in foreign
               securities than to investors in U.S. securities. Substantially
               less information is publicly available about certain non-U.S.
               issuers than is available about most U.S. issuers.

               The economies of individual foreign countries may differ
               favorably or unfavorably from the U.S. economy in such respects
               as growth of gross domestic product or gross national product,
               rate of inflation, capital reinvestment, resource
               self-sufficiency, and balance of payments position.
               Nationalization, expropriation or confiscatory taxation, currency
               blockage, political changes, government regulation, political or
               social instability, revolutions, wars or diplomatic developments
               could affect adversely the economy of a foreign country. In the
               event of nationalization, expropriation, or other confiscation, a
               Portfolio could lose its entire investment in securities in the
               country involved. In addition, laws in foreign countries
               governing business organizations, bankruptcy and insolvency may
               provide less protection to security holders such as the Portfolio
               than that provided by U.S. laws.

               The Adviser believes that, except for currency fluctuations
               between the U.S. Dollar and the Canadian Dollar, the matters
               described above are not likely to have a material adverse effect
               on any Portfolio's investments in the securities of Canadian
               issuers or investments denominated in Canadian Dollars. The
               factors described above are more likely to have a material
               adverse effect on the Portfolio's investments in the securities
               of Mexican and other non-Canadian foreign issuers, including
               investments in securities denominated in Mexican Pesos or other
               non-Canadian foreign currencies. If not hedged, however, currency
               fluctuations could affect the unrealized appreciation and
               depreciation of Canadian Government securities as expressed in
               U.S. Dollars.

               Some of the Portfolios may invest substantial amounts of their
               assets in issuers located in the United Kingdom, Japan, Canada,
               Mexico and Brazil. Please refer to Appendix B for a discussion of
               risks associated with investments in these countries.

               Investments in securities of companies in emerging markets
               involve special risks. There are approximately 100 countries
               identified by the World Bank as Low Income, Lower Middle Income
               and Upper Middle Income countries that are generally regarded as
               Emerging Markets. Emerging market countries that the Adviser
               currently considers for investment are listed below. Countries
               may be added to or removed from this list at any time.

                    Algeria                  Hong Kong         Philippines

                    Argentina                Hungary           Poland

                    Belize                   India             Qatar

                    Brazil                   Indonesia         Romania

                    Bulgaria                 Israel            Russia

                    Chile                    Jamaica           Singapore

                    China                    Jordan            Slovakia

                    Colombia                 Kazakhstan        Slovenia

                    Costa Rica               Korea             South Africa

                    Cote D'Ivoire            Lebanon           Thailand

                    Croatia                  Malaysia          Trinidad & Tobago

                    Czech Republic           Mexico            Tunisia

                    Dominican Republic       Morocco           Turkey

                    Ecuador                  Nigeria           Ukraine

                    Egypt                    Pakistan          Uruguay

                    El Salvador              Panama            Venezuela

                    Guatemala                Peru              Vietnam


               Investing in emerging market securities imposes risks different
               from, or greater than, risks of investing in domestic securities
               or in foreign, developed countries. These risks include: smaller
               market capitalization of securities markets, which may suffer
               periods of relative illiquidity; significant price volatility;
               restrictions on foreign investment; and possible repatriation of
               investment income and capital. In addition, foreign investors may
               be required to register the proceeds of sales; future economic or
               political crises could lead to price controls, forced mergers,
               expropriation or confiscatory taxation, seizure, nationalization,
               or creation of government monopolies. The currencies of emerging
               market countries may experience significant declines against the
               U.S. dollar, and devaluation may occur subsequent to investments
               in these currencies by a Portfolio. Inflation and rapid
               fluctuations in inflation rates have had, and may continue to
               have, negative effects on the economies and securities markets of
               certain emerging market countries.

               Additional risks of emerging markets securities may include:
               greater social, economic and political uncertainty and
               instability; more substantial governmental involvement in the
               economy; less governmental supervision and regulation;
               unavailability of currency hedging techniques; companies that are
               newly organized and small; differences in auditing and financial
               reporting standards, which may result in unavailability of
               material information about issuers; and less developed legal
               systems. In addition, emerging securities markets may have
               different clearance and settlement procedures, which may be
               unable to keep pace with the volume of securities transactions or
               otherwise make it difficult to engage in such transactions.
               Settlement problems may cause a Portfolio to miss attractive
               investment opportunities, hold a portion of its assets in cash
               pending investment, or be delayed in disposing of a portfolio
               security. Such a delay could result in possible liability to a
               purchaser of the security.

               Investment in Privatized Enterprises by AllianceBernstein
               International Growth Portfolio. In certain jurisdictions, the
               ability of foreign entities, such as the Portfolio, to
               participate in privatizations may be limited by local law, or the
               price or terms on which the Portfolio may be able to participate
               may be less advantageous than for local investors. Moreover,
               there can be no assurance that governments that have embarked on
               privatization programs will continue to divest their ownership of
               state enterprises, or that proposed privatizations will be
               successful or that governments will not re-nationalize
               enterprises that have been privatized. Furthermore, in the case
               of certain of the enterprises in which the Portfolio may invest,
               large blocks of the stock of those enterprises may be held by a
               small group of stockholders, even after the initial equity
               offerings by those enterprises. The sale of some portion or all
               of those blocks could have an adverse effect on the price of the
               stock of any such enterprise.


Foreign        A Portfolio that invests some portion of its assets in securities
(Non-U.S.)     denominated in, and receives revenues in, foreign currencies will
Currencies     be adversely affected by reductions in the value of those
               currencies relative to the U.S. Dollar. Foreign currency exchange
               rates may fluctuate significantly. They are determined by supply
               and demand in the foreign exchange markets, the relative merits
               of investments in different countries, actual or perceived
               changes in interest rates, and other complex factors. Currency
               exchange rates also can be affected unpredictably by intervention
               (or the failure to intervene) by U.S. or foreign governments or
               central banks or by currency controls or political developments.
               In light of these risks, a Portfolio may engage in certain
               currency hedging transactions, as described above, which involve
               certain special risks.

Fixed-Income   The value of each Portfolio's shares will fluctuate with the
Securities     value of its investments. The value of each Portfolio's
               investments will change as the general level of interest rates
               fluctuates. During periods of falling interest rates, the values
               of a Portfolio's securities will generally rise, although if
               falling interest rates are viewed as a precursor to a recession,
               the values of a Portfolio's securities may fall along with
               interest rates. Conversely, during periods of rising interest
               rates, the values of a Portfolio's securities will generally
               decline. Changes in interest rates have a greater effect on
               fixed-income securities with longer maturities and durations than
               those with shorter maturities and durations.

Effects of     The Portfolios may use borrowings for investment purposes subject
Borrowing      to the limits imposed by the 1940 Act, which is up to 33?% of a
               Portfolio's assets. Borrowings by a Portfolio result in
               leveraging of the Portfolio's shares. Utilization of leverage,
               which is usually considered speculative, involves certain risks
               to a Portfolio's shareholders. These include a higher volatility
               of the net asset value of a Portfolio's shares and the relatively
               greater effect on the net asset value of the shares. So long as a
               Portfolio is able to realize a net return on its investment
               portfolio that is higher than the interest expense paid on
               borrowings, the effect of leverage will be to cause the
               Portfolio's shareholders to realize a higher current net
               investment income than if the Portfolio were not leveraged. If
               the interest expense on borrowings approaches the net return on a
               Portfolio's investment portfolio, the benefit of leverage to the
               Portfolio's shareholders will be reduced. If the interest expense
               on borrowings were to exceed the net return to shareholders, a
               Portfolio's use of leverage would result in a lower rate of
               return. Similarly, the effect of leverage in a declining market
               could be a greater decrease in net asset value per share. In an
               extreme case, if a Portfolio's current investment income were not
               sufficient to meet the interest expense on borrowings, it could
               be necessary for the Portfolio to liquidate certain of its
               investments and reduce the net asset value of a Portfolio's
               shares.

               In the event of an increase in rates on U.S. Government
               securities or other changed market conditions, to the point where
               leverage could adversely affect a Portfolios' shareholders, as
               noted above, or in anticipation of such changes, each Portfolio
               may increase the percentage of its investment portfolio invested
               in U.S. Government securities, which would tend to offset the
               negative impact of leverage on Portfolio shareholders. A
               Portfolio may also reduce the degree to which it is leveraged by
               repaying amounts borrowed.


Investment     Investments in securities rated below investment grade may be
in Below       subject to greater risk of loss of principal and interest than
Investment     higher-rated securities. These securities are also generally
Grade          considered to be subject to greater market risk than higher-rated
Fixed-Income   securities. The capacity of issuers of these securities to pay
Securities     interest and repay principal is more likely to weaken than is
               that of issuers of higher-rated securities in times of
               deteriorating economic conditions or rising interest rates. In
               addition, below investment grade securities may be more
               susceptible to real or perceived adverse economic conditions than
               investment grade securities.

               The market for these securities may be thinner and less active
               than that for higher-rated securities, which can adversely affect
               the prices at which these securities can be sold. To the extent
               that there is no established secondary market for these
               securities, a Portfolio may experience difficulty in valuing such
               securities and, in turn, the Portfolio's assets.

Unrated        A Portfolio may invest in unrated securities when the Adviser
Securities     believes that the financial condition of the issuers of such
               securities, or the protection afforded by the terms of the
               securities themselves, limits the risk to the Portfolio to a
               degree comparable to that of rated securities that are consistent
               with the Portfolio's objective and policies.

Sovereign      No established secondary markets may exist for many of the
Debt           sovereign debt obligations. Reduced secondary market liquidity
Obligations    may have an adverse effect on the market price and a Portfolio's
               ability to dispose of particular instruments when necessary to
               meet its liquidity requirements or in response to specific
               economic events such as a deterioration in the creditworthiness
               of the issuer. Reduced secondary market liquidity for certain
               sovereign debt obligations may also make it more difficult for a
               Portfolio to obtain accurate market quotations for the purpose of
               valuing its portfolio. Market quotations are generally available
               on many sovereign debt obligations only from a limited number of
               dealers and may not necessarily represent firm bids of those
               dealers or prices for actual sales.

               By investing in sovereign debt obligations, the Portfolios will
               be exposed to the direct or indirect consequences of political,
               social, and economic changes in various countries. Political
               changes in a country may affect the willingness of a foreign
               government to make or provide for timely payments of its
               obligations. The country's economic status, as reflected in,
               among other things, its inflation rate, the amount of its
               external debt and its gross domestic product, will also affect
               the government's ability to honor its obligations.

               The Portfolios are permitted to invest in sovereign debt
               obligations that are not current in the payment of interest or
               principal or are in default so long as the Adviser believes it to
               be consistent with the Portfolios' investment objectives. The
               Portfolios may have limited legal recourse in the event of a
               default with respect to certain sovereign debt obligations it
               holds. For example, remedies from defaults on certain sovereign
               debt obligations, unlike those on private debt, must, in some
               cases, be pursued in the courts of the defaulting party itself.
               Legal recourse therefore may be significantly diminished.
               Bankruptcy, moratorium, and other similar laws applicable to
               issuers of sovereign debt obligations may be substantially
               different from those applicable to issuers of private debt
               obligations. The political context, expressed as the willingness
               of an issuer of sovereign debt obligations to meet the terms of
               the debt obligation, for example, is of considerable importance.
               In addition, no assurance can be given that the holders of
               commercial bank debt will not contest payments to the holders of
               securities issued by foreign governments in the event of default
               under commercial bank loan agreements.


U.S. and       A Portfolio's investment in foreign securities may be subject to
Foreign        taxes withheld at the source on dividend or interest payments.
Taxes          Foreign taxes paid by a Portfolio may be creditable or deductible
               by U.S. shareholders for U.S. income tax purposes. No assurance
               can be given that applicable tax laws and interpretations will
               not change in the future. Moreover, non-U.S. investors may not be
               able to credit or deduct such foreign taxes.

Additional     Sustained increases in interest rates can adversely affect the
Risk           availability and cost of funds for a bank's lending activities,
Considera-     and a deterioration in general economic conditions could increase
tions for      the exposure to credit losses. The banking industry is also
Investments    subject to the effects of the concentration of loan portfolios in
in the         particular businesses such as real estate, energy, agriculture or
Banking        high technology-related companies; competition within those
Industry       industries as well as with other types of financial institutions;
               and national and local governmental regulation. In addition, a
               Portfolio's investments in commercial banks located in several
               foreign countries are subject to additional risks due to the
               combination in such banks of commercial banking and diversified
               securities activities. As discussed above, however, a Portfolio
               will seek to minimize their exposure to such risks by investing
               only in debt securities which are determined to be of high
               quality.

U.S.           The U.S. corporate fixed-income securities in which certain
Corporate      Portfolios invest may include securities issued in connection
Fixed          with corporate restructurings such as takeovers or leveraged
Income         buyouts, which may pose particular risks. Securities issued to
               finance corporate restructurings may have special credit risks
               due to the highly leveraged conditions of the issuer. In
               addition, such issuers may lose experienced management as a
               result of the restructuring. Furthermore, the market price of
               such securities may be more volatile to the extent that expected
               benefits from the restructuring do not materialize. The
               Portfolios may also invest in U.S. corporate fixed-income
               securities that are not current in the payment of interest or
               principal or are in default, so long as the Adviser believes such
               investment is consistent with the Portfolio's investment
               objectives. The Portfolios' rights with respect to defaults on
               such securities will be subject to applicable U.S. bankruptcy,
               moratorium and other similar laws.

Future         A Portfolio may take advantage of other investment practices that
Developments   are not currently contemplated for use by the Portfolio, or are
               not available but may yet be developed, to the extent such
               investment practices are consistent with the Portfolio's
               investment objective and legally permissible for the Portfolio.
               Such investment practices, if they arise, may involve risks that
               are different from or exceed those involved in the practices
               described above.

Changes in     The Portfolio's Board of Directors may change a Portfolio's
Investment     investment objective without shareholder approval. The Portfolio
Objectives     will provide shareholders with 60 days' prior written notice of
and Policies   any change to the Portfolio's investment objective. Unless
               otherwise noted, all other investment policies of a Portfolio may
               be changed without shareholder approval.


General        The successful use of the investment practices described above
               draws upon the Adviser's special skills and experience and
               usually depends on the Adviser's ability to forecast price
               movements, interest rates, or currency exchange rate movements
               correctly. Should interest rates, prices or exchange rates move
               unexpectedly, a Portfolio may not achieve the anticipated
               benefits of the transactions or may realize losses and thus be in
               a worse position than if such strategies had not been used.
               Unlike many exchange-traded futures contracts and options on
               futures contracts, there are no daily price fluctuation limits
               for certain options on currencies and forward contracts, and
               adverse market movements could therefore continue to an unlimited
               extent over a period of time. In addition, the correlation
               between movements in the prices of such instruments and movements
               in the prices of the securities and currencies hedged or used for
               cover will not be perfect and could produce unanticipated losses.

Portfolio      The portfolio turnover rate for each Portfolio is included in the
Turnover       Financial Highlights section. Generally, the Portfolios are
               actively managed and a Portfolio's portfolio turnover may exceed
               100%, in some cases in response to market conditions or as
               otherwise discussed with respect to a specific Portfolio. A
               higher rate of portfolio turnover increases brokerage and other
               expenses, which must be borne by the Portfolio and its
               shareholders. High portfolio turnover also may result in the
               realization of net short-term capital gains, which, when
               distributed, are taxable to shareholders.

Temporary      For temporary defensive purposes to attempt to respond to adverse
Defensive      market, economic, political or other conditions, each Portfolio
Position       may invest in certain types of short-term, liquid, investment
               grade or high quality (depending on the Portfolio) debt
               securities. While a Portfolio is investing for temporary
               defensive purposes, it may not meet its investment objectives.

Portfolio      The Adviser publishes a complete schedule of the portfolio
Holdings       holdings for each Portfolio quarterly at
               www.AllianceBernstein.com (click on the U.S. Investor link and
               then on the Pricing & Performance quick line to select the
               Underlying Portfolio). The Adviser posts the schedule on the
               website 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. In
               addition, the Adviser may post information about the number of
               securities a Portfolio holds, a summary of a Portfolio's top ten
               holdings (including name and the percentage of the Portfolio's
               assets invested in each holding), and a percentage breakdown of a
               Portfolio's investments by country, sector and industry, as
               applicable. A Portfolio's SAI includes a description of the
               policies and procedures that apply to disclosure of each
               Portfolio's portfolio holdings.



MANAGEMENT OF THE PORTFOLIOS
--------------------------------------------------------------------------------

INVESTMENT ADVISER

Each Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the Americas,
New York, New York 10105. The Adviser is a leading international investment
adviser managing client accounts with assets as of December 31, 2005, totaling
approximately $579 billion (of which approximately $75 billion represented
assets of investment companies). As of December 31, 2005, the Adviser managed
retirement assets for many of the largest public and private employee benefit
plans (including 37 of the nation's FORTUNE 100 companies), for public employee
retirement Portfolios in 37 states, for investment companies, and for
foundations, endowments, banks and insurance companies world-wide. The 43
registered investment companies, managed by the Adviser, comprising 120 separate
investment portfolios, currently have approximately 4.1 million shareholder
accounts.

The Adviser provides investment advisory services and order placement facilities
for the Portfolios. For these advisory services, for the fiscal year ended
December 31, 2005, the Portfolios paid the Adviser as a percentage of average
daily net assets:

                                                                   Fee as a
                                                                   percentage of
                                                                   average daily
Portfolio                                                          net assets
--------------------------------------------------------------------------------
AllianceBernstein Money Market Portfolio                                  [___]%
AllianceBernstein Large Cap Growth Portfolio                              [___]%
AllianceBernstein Growth and Income Portfolio                             [___]%
AllianceBernstein U.S. Government/High Grade Securities Portfolio         [___]%
AllianceBernstein High Yield Portfolio                                    [___]%
AllianceBernstein Balanced Shares Portfolio                               [___]%
AllianceBernstein International Research Growth Portfolio                 [___]%
AllianceBernstein Global Bond Portfolio                                   [___]%
AllianceBernstein Americas Government Income Portfolio                    [___]%
AllianceBernstein Global Dollar Government Portfolio                      [___]%
AllianceBernstein Utility Income Portfolio                                [___]%
AllianceBernstein Growth Portfolio                                        [___]%
AllianceBernstein International Growth Portfolio                          [___]%
AllianceBernstein Global Technology Portfolio                             [___]%
AllianceBernstein Small Cap Growth Portfolio                              [___]%
AllianceBernstein Real Estate Investment Portfolio                        [___]%
AllianceBernstein International Value Portfolio                           [___]%
AllianceBernstein Small/Mid Cap Value Portfolio                           [___]%
AllianceBernstein Value Portfolio                                         [___]%
AllianceBernstein U.S. Large Cap Blended Style Portfolio(a)               [___]%
AllianceBernstein Wealth Appreciation Strategy Portfolio(b)               [___]%
AllianceBernstein Balanced Wealth Strategy Portfolio(c)                   [___]%
AllianceBernstein Global Research Growth Portfolio[(d)]                   [___]%
--------------------------------------------------------------------------------

(a)  Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of average daily net assets would have been [___]%.

(b)  Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of daily net assets would have been [___]%.

(c)  Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of daily net assets would have been [___]%.

[(d) Fees are stated net of waivers and/or reimbursements in effect during the
     Portfolio's fiscal year ended December 31, 2005. Absent fee waivers and/or
     reimbursements, the fee paid to the Adviser by the Portfolio as a
     percentage of daily net assets would have been [___]%.]


A discussion regarding the basis for the Board of Directors' approval of each
Portfolio's investment advisory agreement is available in a Portfolio's annual
report to shareholders for the fiscal year ended shown in the table above.

The Adviser may act as an investment adviser to other persons, firms, or
corporations, including investment companies, hedge funds, pension funds, and
other institutional investors. The Adviser may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from the Portfolio. Certain other clients of the Adviser may have
investment objectives and policies similar to those of a Portfolio. The Adviser
may, from time to time, make recommendations that result in the purchase or sale
of a particular security by its other clients simultaneously with a Portfolio.
If transactions on behalf of more than one client during the same period
increase the demand for securities being purchased or the supply of securities
being sold, there may be an adverse effect on price or quantity. 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 a Portfolio. When two or more of the clients of the Adviser
(including a Portfolio) are purchasing or selling the same security on a given
day from the same broker-dealer, such transactions may be averaged as to price.

PORTFOLIO MANAGERS

The day-to-day management and investment decisions for the AllianceBernstein
Large Cap Growth Portfolio are made by the Adviser's U.S. Large Cap Growth
Investment Team. The U.S. Large Cap Growth Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff.

The following table lists the senior members of the U.S. Large Cap Growth
Investment Team with the responsibility for the day-to-day management of the
Portfolio's portfolio, the year that each person assumed joint and primary
responsibility for the Portfolio, and each person's principal occupation during
the past five years:

                                              Principal Occupation During The
        Employee; Year; Title                 Past Five (5) Years
        ---------------------                 ----------------------------------

James G. Reilly; since 2006; Executive Vice   Executive Vice President of the
  President of the Adviser                    Adviser with which he has been
                                              associated since prior to 2001.
                                              Mr. Reilly has been a member of
                                              the U.S. Large Cap Growth
                                              Investment Team since 1988.

David P. Handke, Jr.; since 2006; Senior      Senior Vice President of the
  Vice President of the Adviser               Adviser with which he has been
                                              associated since prior to 2001.
                                              Mr. Handke has been a member of
                                              the U.S. Large Cap Growth
                                              Investment Team since 1984.

Scott Wallace; since 2006; Senior Vice        Senior Vice President of the
  President of the Adviser                    Adviser with which he has been
                                              associated since prior to 2001.
                                              Mr. Wallace has been a member of
                                              the U.S. Large Cap Growth
                                              Investment Team since 2001.

Michael J. Reilly; since 2006; Senior Vice    Senior Vice President of the
  President of the Adviser                    Adviser with which he has been
                                              associated since prior to 2001.
                                              Mr. Reilly has been a member of
                                              the U.S. Large Cap Growth
                                              Investment Team since 1992.

Syed J. Hasnain; since 2006; Senior Vice      Senior Vice President of the
  President of the Adviser                    Adviser with which he has been
                                              associated since prior to 2001.
                                              Mr. Hasnain has been a member of
                                              the U.S. Large Cap Growth
                                              Investment Team since 1994.


The management of and investment decisions for the AllianceBernstein Growth and
Income Portfolio's portfolio are made by the Adviser's Relative Value Investment
Team. The Relative Value Investment Team relies heavily on the fundamental
analysis and research of the Adviser's large internal research staff. While the
members of the team work jointly to determine the investment strategy, including
stock selection, for the Portfolio, Mr. Frank Caruso, CIO of the Adviser's
Relative Value Investment Team, is primarily responsible for the day-to-day
management of the Portfolio (since 2001). Mr. Caruso is a Senior Vice President
of the Adviser, with which he has been associated in a substantially similar
capacity to his current position since prior to 2001.

The management of and investment decisions for AllianceBernstein Balanced Shares
Portfolio's portfolio are made by the Balanced Shares Investment Team, comprised
of senior members of the Relative Value Investment Team and senior members of
the Global Credit Research Team. The Relative Value Investment Team relies
heavily on the fundamental analysis and research of the Adviser's large internal
research staff while the Global Credit Research Team relies on its own internal
research staff. While the members of the Balanced Shares Investment Team work
jointly to determine the investment strategy, as of March 1, 2005, Mr. Stephen
Pelensky of the Relative Value Investment Team is responsible for the day-to-day
management of the equity component of the Portfolio's portfolio and Mr. John
Kelley of the Global Credit Research Team is responsible for day-to-day
management of the debt component of the Portfolio's portfolio (since 2002). Mr.
Pelensky is a Senior Vice President of the Adviser with which he has been
associated in a substantially similar capacity to his current position since
prior to 2001. Mr. Kelley is a Senior Vice President of the Adviser with which
he has been associated since prior to 2001.

The management of and investment decisions for the AllianceBernstein Global
Dollar Government Portfolio's portfolio are made by the Adviser's Global Fixed
Income: Emerging Market Investment Team. The Global Fixed Income: Emerging
Market Investment Team relies heavily on the fundamental analysis and research
of the Adviser's large internal research staff. While the members of the team
work jointly to determine the investment strategy, including stock selection,
for the Portfolio, Mr. Paul DeNoon, a member of the Adviser's Global Fixed
Income: Emerging Market Investment Team, is primarily responsible for the
day-to-day management of the Portfolio (since 2002). Mr. DeNoon is a Senior Vice
President of the Adviser, with which he has been associated in a substantially
similar capacity to his current position since prior to 2001.


The day-to-day management and investment decisions for the AllianceBernstein
Utility Income Portfolio are made by Ms. Annie Tsao, Senior Vice President of
the Adviser and Research Analyst. Ms. Tsao has been responsible for the
Portfolio's investments since 2001, and has been associated with the Adviser in
a substantially similar capacity to her current position since prior to 2001.
Ms. Tsao relies heavily on the fundamental analysis and research of the
Adviser's large internal research staff.

The day-to-day management of and investment decisions for the AllianceBernstein
Growth Portfolio's portfolio are made by Mr. Alan Levi, Senior Vice President of
the Adviser. Mr. Levi has been responsible for the Portfolio's investments since
2000, and has been with the firm since prior to 2001. Mr. Levi is a member of
the Adviser's MultiCap Growth Team that collaborates actively on the management
of the Adviser's MultiCap portfolios. In addition, Mr. Levi relies heavily on
the fundamental analysis and research of the Adviser's large internal research
staff.

The day-to-day management of and investment decisions for the AllianceBernstein
Global Technology Portfolio's portfolio are made by Ms. Janet Walsh, Senior Vice
President of the Adviser. Ms. Walsh has been responsible for the Portfolio's
investments since 2003, and has been with the firm since prior to 2001. Ms.
Walsh is a member of the Adviser's Global Technology Research Team that
collaborates actively on the management of the Adviser's technology portfolios.
In addition, Ms. Walsh relies heavily on the fundamental analysis and research
of the Adviser's large internal research staff.

The management of and investment decisions for the AllianceBernstein U.S. Large
Cap Blended Style Portfolio, AllianceBernstein Wealth Appreciation Strategy
Portfolio and AllianceBernstein Balanced Wealth Strategy Portfolio are made by
the Blend Investment Policy Team, comprised of senior Blend portfolio managers.
The Blend Investment Policy Team relies heavily on the Adviser's growth, value
and fixed-income investment teams and, in turn, the fundamental research of the
Adviser's large internal research staff. Day-to-day responsibilities for
coordinating the Portfolios' investments resides with Seth Masters, the Chief
Investment Officer of the Blend Investment Policy Team (since 2003 with respect
to AllianceBernstein U.S. Large Cap Blended Style Portfolio and since 2004 with
respect to each of AllianceBernstein Wealth Appreciation Strategy Portfolio and
AllianceBernstein Balanced Wealth Strategy Portfolio). Mr. Masters is an
Executive Vice President of the Adviser, with which he has been associated in a
substantially similar capacity to his current position since prior to 2001.

The day-to-day management and investment decisions for the AllianceBernstein
Global Research Growth Portfolio are made by the Adviser's Global Research
Growth sector analyst-managers, with oversight by the Adviser's Global Research
Growth Oversight Group.

Stock selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior analyst-manager for that sector. The sector
analyst-managers rely heavily on the fundamental analysis and research of the
Adviser's industry-focused equity analysts in the U.S. and abroad.

The Adviser's Global Research Growth Oversight Group, comprised of senior
investment professionals, in consultation with the Global Research Growth sector
analyst-managers, is responsible for determining the market sectors into which
the Portfolio's assets are invested and the percentage allocation into each
sector.

The following table lists the sector analyst-managers with the responsibility
for the day-to-day management of the Portfolio's portfolio, the year that each
person assumed joint and primary responsibility for the Portfolio, and each
person's principal occupation during the past five years:





Employee; Year; Title                            Principal Occupation During The Past Five (5) Years
---------------------                            ---------------------------------------------------
                                              

Norman M. Fidel; since inception; Senior         Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.

Jane E. Schneirov; since inception; Senior       Senior Vice President of the Adviser with which she
  Vice President of the Adviser                  has been associated since prior to 2001.

Scott E. McElroy; since 2006; Senior Vice        Senior Vice President of the Adviser with which he has
  President of the Adviser                       been associated since prior to 2001.

Janet A. Walsh; since inception; Senior Vice     Senior Vice President of the Adviser with which she
  President of the Adviser                       has been associated since prior to 2001.

Thomas A. Schmitt; since inception; Senior       Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.

Francis X. Suozzo; since inception; Senior       Senior Vice President of the Adviser with which he has
  Vice President of the Adviser                  been associated since prior to 2001.



The day-to-day management and investment decisions for the AllianceBernstein
International Research Growth Portfolio are made by the Adviser's International
Research Growth sector analyst-managers, with oversight by the Adviser's
International Research Growth Oversight Group.

Stock selection within each market sector of the Portfolio's portfolio is the
responsibility of a senior analyst-manager for that sector. The sector
analyst-managers rely heavily on the fundamental analysis and research of the
Adviser's industry-focused equity analysts abroad.

The Adviser's International Research Growth Oversight Group, comprised of senior
investment professionals, in consultation with the International Research Growth
sector analyst-managers, is responsible for determining the market sectors into
which the Portfolio's assets are invested and the percentage allocation into
each sector.

The following table lists the sector analyst-managers with the responsibility
for the day-to-day management of the Portfolio's portfolio, the year that each
person assumed joint and primary responsibility for the Portfolio, and each
person's principal occupation during the past five years:




Employee; Year; Title                               Principal Occupation During The Past Five (5) Years
---------------------                               ---------------------------------------------------
                                                  
Hiromitsu Agata; since 2005; Senior Vice            Senior Vice President of ACAM with which he has been
  President of Alliance Capital Asset               associated since prior to 2001.
  Management ("ACAM")

Isabel Buccellati; since 2005; Vice President       Vice President of ACL with which she has been associated
  of Alliance Capital Limited ("ACL")               since prior to 2001.

William Johnston; since 2005; Senior Vice           Senior Vice President of ACL with which he has been
  President of ACL                                  associated since prior to 2001.

Valli Niththyananthan; since 2005; Vice             Vice President of ACL with which she has been associated
  President of ACL                                  since prior to 2001.

Michele Patri; since 2005;                          Vice President of ACL and a Non-US Developed Analyst
  Vice President of ACL                             since April, 2001. Prior thereto, he was a portfolio
                                                    manager at Citigroup Asset Manager in London since prior
                                                    to 2001.

Thomas A. Schmitt; since 2005; Senior Vice          Senior Vice President of the Adviser with which he has
  President of the Adviser                          been associated since prior to 2001.

Atsushi Yamamoto; since 2005; Senior Vice           Senior Vice President of ACAM with which he has been
  President of ACAM                                 associated since prior to 2001.



The management of and investment decisions for each of the other Portfolios'
portfolios are made by certain Investment Policy Groups or Investment Teams.
Each Investment Policy Group or Investment Team relies heavily on the
fundamental analysis and research of the Adviser's large internal research
staff. No one person is principally responsible for making recommendations for
each Portfolio's portfolio.

The following table lists the Investment Policy Groups or Investment Teams, the
persons within each Investment Policy Group or Investment Team with the most
significant responsibility for the day-to-day management of the Portfolio's
portfolio, the year that each person assumed joint and primary responsibility
for the Portfolio, and each person's principal occupation during the past five
years:




Portfolio and                                                                      Principal Occupation During
Responsible Group                Employee; Year; Title                             The Past Five (5) Years
-----------------                ---------------------                             -----------------------
                                                                             
AllianceBernstein Money          Raymond J. Papera; since 1997; Senior             Senior Vice President of the Adviser with
  Market Portfolio               Vice President of the Adviser                     which he has been associated since prior
                                                                                   to 2001.

  Money Market Investment        Maria Cona; since 2005; Vice President of         Vice President of the Adviser with which
   Team                          the Adviser                                       she has been associated since prior to
                                                                                   2001.

                                 Jason Moshos; since 2005; Assistant               Assistant Portfolio Manager of the Adviser
                                 Portfolio Manager of the Adviser                  since September 2003. Prior thereto, he
                                                                                   was a research assistant in the Adviser's
                                                                                   Municipal Credit Research area since prior
                                                                                   to 2001.

AllianceBernstein U.S            Matthew Bloom; since 1999; Senior Vice            Senior Vice President of the Adviser with
  Government/High Grade          President of the Adviser                          which he has been associated since prior
  Securities Portfolio                                                             to 2001.

 U.S. Investment Grade           Alison Martier; since 2005; Senior Vice           Senior Vice President of the Adviser with
  Fixed Income Team              President of the Adviser                          which she has been associated since prior
                                                                                   to 2001.

                                 Greg Wilensky; since 2005; Vice President         Vice President of the Adviser and Director
                                 of the Adviser                                    of Stable Value Investments, with which he
                                                                                   has been associated since prior to 2001.

AllianceBernstein High           Michael Snyder; since 2002; Senior Vice           Senior Vice President of the Adviser with
  Yield Portfolio                President of the Adviser                          which he as been associated since 2001;
                                                                                   prior thereto, Managing Director in the
                                                                                   high yield asset management group at
                                                                                   Donaldson, Lufkin, & Jenrette Corporation
                                                                                   since prior to 2001.

  U.S. High Yield                Gershon Distenfeld; since 2005; Vice              Vice President of the Adviser with which
   Investment Team               President of the Adviser                          he has been associated since prior to 2001.

                                 Sheryl Rothman; since 2005; Senior Vice           Senior Vice President of the Adviser with
                                 President of the Adviser                          which she has been associated since prior
                                                                                   to 2001.

AllianceBernstein Global         Michael L. Mon; since 2005; Vice                  Vice President of the Adviser with which
  Bond Portfolio                 President of the Adviser                          he has been associated since prior to 2001.

  Global Fixed Income            Douglas J. Peebles; since 2001; Executive         Executive Vice President of the Adviser
   Investment Team               Vice President of the Adviser                     with which he has been associated since
                                                                                   prior to 2001.

                                 Matthew Sheridan; since 2005; Vice                Vice President of the Adviser with which
                                 President of the Adviser                          he has been associated since prior to 2001.

AllianceBernstein                Paul J. DeNoon; since 2002; Senior Vice           Senior Vice President of the Adviser with
  Americas Government            President of the Adviser                          which he has been associated since prior
  Income Portfolio                                                                 to 2001.

  Global Fixed Income            Michael L. Mon; since 2003; (see above)           (see above)
   Investment Team

                                 Douglas J. Peebles; since 2003;                   (see above)
                                 (see above)

                                 Scott DiMaggio; since 2005; Vice                  Vice President of the Adviser with which
                                 President of the Adviser                          he has been associated since prior to 2001.

AllianceBernstein                Edward Baker III; since 2002; Senior Vice         Senior Vice President of the Adviser and
  International Growth           President of the Adviser                          Chief Investment Officer -- Emerging
  Portfolio                                                                        Markets of the Adviser, with which he has
                                                                                   been associated since prior to 2001.

  Global Emerging Growth         Michael Levy; since 2003; Vice President          Vice President of ACL with which he has
   Investment Team               of ACL                                            been associated since prior to 2001.

AllianceBernstein Small          Bruce Aronow; since 2000; Senior Vice             Senior Vice President of the Adviser with
  Cap Growth Portfolio           President of the Adviser                          which he has been associated since prior
                                                                                   to 2001.

  Small Cap Growth               Mark Attalienti; since 2005; Vice                 Vice President of the Adviser with which
   Investment Team               President of the Adviser                          he has been associated since prior to 2001.

                                 Kumar Kirpalani; since 2005; Vice                 Vice President of the Adviser with which
                                 President of the Adviser                          he has been associated since prior to 2001.

                                 Samantha Lau; since 2005; Vice President          Vice President of the Adviser with which
                                 of the Adviser                                    she has been associated since prior to
                                                                                   2001.

AllianceBernstein Real           Joseph G. Paul; since 2004; Senior Vice           Senior Vice President of the Adviser and
  Estate Investment              President of the Adviser and Chief                Chief Investment Officer -- Small and
  Portfolio                      Investment Officer of Small and                   Mid-Capitalization Value Equities since
                                 Mid-Capitalization Value Equity and               2002 and Co-Chief Investment Officer of
                                 Co-Chief Investment Officer of Real               Real Estate Equity Securities since 2004.
                                 Estate Equity Securities since 2004               He is also Chief Investment Officer of
                                                                                   Advanced Value at the Adviser since prior
                                                                                   to 2001 and held the same position at
                                                                                   Sanford C. Bernstein & Co., Inc. ("SCB")
                                                                                   since prior to 2000.

  REIT Investment Policy
   Group

                                 Teresa Marziano; since 2004; Senior Vice          Senior Vice President of the Adviser since
                                 President of the Adviser and Co-Chief             prior to 2001 and Co-Chief Investment
                                 Investment Officer of Real Estate                 Officer of Real Estate Investments since
                                 Investments                                       July 2004.

AllianceBernstein                Sharon E. Fay; since 2005; Executive Vice         Executive Vice President of the Adviser
  International Value            President of the Adviser and Chief                and Chief Investment Officer of UK,
  Portfolio                      Investment Officer of Global Value                European and Global Value Equities since
                                 Equities                                          June 2003. She has continued to serve as
                                                                                   Chief Investment Officer of UK and
                                                                                   European Value Equities at the Adviser
                                                                                   since prior to 2001, and chairs the
                                                                                   Global, European and UK Value Investment
                                                                                   Policy Groups since prior to 2001.

  International Value
   Investment Policy Group

                                 Kevin F. Simms; since inception; Senior           Senior Vice President of the Adviser and
                                 Vice President of the Adviser, Co-Chief           Co-Chief Investment Officer of
                                 Investment Officer of International Value         International Value Equities since 2003.
                                 Equities and Director of Research for             He is also Director of Research for
                                 International Value and Global Value              International Value and Global Value
                                 Equities                                          Equities at the Adviser since prior to
                                                                                   2001.

                                 Henry S. D'Auria; since 2003; Senior Vice         Senior Vice President of the Adviser since
                                 President of the Adviser, Chief                   prior to 2001, Chief Investment Officer of
                                 Investment Officer of Emerging Markets            Emerging Markets Value Equities since 2002
                                 Value Equities and Co-Chief Investment            and Co-Chief Investment Officer of
                                 Officer of International Value Equities           International Value Equities of the
                                                                                   Adviser since June 2003. He is also Chief
                                                                                   Investment Officer of Emerging Markets
                                                                                   Value Equities at the Adviser since 2002.
                                                                                   Prior thereto, he was Director of Research
                                                                                   of Small Cap Value and Emerging Markets
                                                                                   Value Equities at SCB since prior to 2001.

                                 Giulio A. Martini; since 2005; Senior             Senior Vice President of the Adviser with
                                 Vice President of the Adviser                     which he has been associated since prior
                                                                                   to 2001.

AllianceBernstein                Joseph G. Paul; since 2002; (see above)           (see above)
  Small/Mid Cap Value
  Portfolio

  Small/Mid Cap Value            James W. MacGregor; since 2005; Senior            Senior Vice President of the Adviser since
   Investment Policy Group       Vice President of the Adviser and                 prior to 2001. He is also currently
                                 Director of Research -- Small and Mid Cap          Director of Research -- Small and Mid Cap
                                 Value Equities                                    Value Equities.

                                 David Pasquale; since 2005; Vice                  Vice President of the Adviser since prior
                                 President of the Adviser                          to 2001.

                                 Andrew J. Weiner; since 2005; Senior Vice         Senior Vice President of the Adviser since
                                 President of the Adviser                          prior to 2001.

AllianceBernstein Value          Marilyn G. Fedak; since inception;                Executive Vice President of the Adviser
  Portfolio                      Executive Vice President of the Adviser           since prior to 2001. She is Head of SCB
                                 and Head of SCB Value Equities Business           Value Equities Business and Co-Chief
                                 and Co-Chief Investment Officer -- U.S.            Investment Officer of U.S. Value Equities.
                                 Value Equities

  U.S. Value Investment
   Policy Group

                                 John Mahedy; since 2005; Senior Vice              Senior Vice President of the Adviser since
                                 President of the Adviser and Co-Chief             prior to 2001, Co-Chief Investment Officer
                                 Investment Officer of U.S. Value Equities         of U.S. Value Equities since 2003 and
                                                                                   Director of Research -- U.S. Value Equities
                                                                                   since 2001. Prior thereto, he was a Senior
                                                                                   Research Analyst for SCB since prior to
                                                                                   2001.

                                 Christopher Marx; since 2005; Senior Vice         Senior Vice President of the Adviser with
                                 President of the Adviser                          which he has been associated since prior
                                                                                   to 2001.

                                 John D. Philips; since 2005; Senior Vice          Senior Vice President of the Adviser with
                                 President of the Adviser                          which he has been associated since prior
                                                                                   to 2001.



Additional information about the Portfolio Managers may be found in the Fund's
SAI.

Performance of a Similarly Managed Portfolio to the AllianceBernstein Global
Research Growth Portfolio

In addition to its support in managing the AllianceBernstein Global Research
Growth Portfolio's assets, the global growth research team currently has
ultimate responsibility over investment decisions of ACM Global Investments --
Global Growth Trends Portfolio, a mutual investment fund organized under the
laws of the Grand Duchy of Luxembourg of which the Adviser is the investment
adviser and which is available to non-U.S. investors (the "Historical
Portfolio"). The Historical Portfolio has substantially the same investment
objective and policies and has been managed in accordance with substantially
similar investment strategies and techniques as those contemplated for the
AllianceBernstein Global Research Growth Portfolio. The Historical Portfolio is
not subject to the same types of expenses as the AllianceBernstein Global
Research Growth Portfolio. In addition, it is not subject to the same
diversification requirements, tax restrictions and other investment limitations
imposed on the AllianceBernstein Global Research Growth Portfolio by the U.S.
laws and regulations applicable to U.S. mutual funds. The performance results of
the Historical Portfolio could have been negatively affected if it had been
regulated as a U.S. mutual fund.

Set forth below is performance data provided by the Adviser relating to the
Historical Portfolio for the period since its inception. As of December 31,
2005, the assets in the Historical Portfolio totaled approximately $[___]
billion.

The performance data is for the Historical Portfolio's Class AX shares and net
of all fees charged to the Historical Portfolio. The data has not been adjusted
to reflect any fees that are payable by the AllianceBernstein Global Research
Growth Portfolio, which may be higher than the fees imposed on the Historical
Portfolio. The performance data also has not been adjusted for taxes, if any,
payable by the shareholders of the Historical Portfolio.

As reflected below, the Historical Portfolio has over time performed favorably
when compared with the performance of the MSCI World Index. The unmanaged Morgan
Stanley Capital International (MSCI) World Index is a market
capitalization-weighted index and it does not reflect fees and expenses; it
measures the performance of stock markets in 23 countries.

The following performance data is provided solely to illustrate the past
performance of the global growth research team in managing the Historical
Portfolio. Investors should not rely on the following performance data of the
Historical Portfolio as an indication of future performance of the
AllianceBernstein Global Research Growth Portfolio. The investment performance
for the periods presented may not be indicative of future rates of return. Other
methods of computing investment performance may produce different results, and
the results for different periods may vary.


           Schedule of Investment Performance -- Historical Portfolio*

                                                                    MSCI
                                        Historical Portfolio     World Index
                                          Total Return**        Total Return***
                                          --------------        ---------------
Year Ended December 31:
2005..................................        [____]%              [____]%
2004..................................         12.89%               15.25%
2003..................................         32.95%               33.76%
2002..................................        (18.69)%             (19.54)%
2001..................................        (14.44)%             (16.52)%
2000..................................         (0.13)%             (12.92)%
1999..................................         44.57%               25.34%
1998..................................         26.15%               24.80%
1997..................................          8.67%               16.23%
1996..................................         14.43%               14.00%
1995..................................         42.85%               21.32%
1994..................................          5.43%                5.58%
1993..................................         19.47%               23.13%
1992..................................          9.34%               (4.66)%
Cumulative total return for the
  period October 25, 1991 (inception
  of the Historical Portfolio)
  to December 31, 2005................         [___]%                [___]%

------------
*    Total return is for the Historical Portfolio's Class AX shares. Total
     return is a measure of investment performance that is based upon the change
     in value of an investment from the beginning to the end of a specified
     period and assumes reinvestment of all dividends and other distributions.
     The basis of preparation of this data is described in the preceding
     discussion.

**   Not of all fees charged on the Class AX shares.

***  Since Inception cumulative Index returns are from October 31, 1991.


The average annual total returns presented below are based upon the cumulative
total return as of December 31, 2005, and, for more than one year, assume a
steady compounded rate of return and are not year-by-year results, which
fluctuated over the periods as shown.

Legal Proceedings

As has been previously reported in the press, the Staff of the Securities and
Exchange Commission (the "Commission") and the Office of the New York Attorney
General ("NYAG") have been investigating practices in the mutual fund industry
identified as "market timing" and "late trading" of mutual fund shares. Certain
other regulatory authorities have also been conducting investigations into these
practices within the industry and have requested that the Adviser provide
information to them. The Adviser has been cooperating and will continue to
cooperate with all of these authorities.

On December 18, 2003, the Adviser confirmed that it had reached terms with the
Commission and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the Commission is reflected in an Order of the
Commission ("Commission Order"). The agreement with the NYAG is memorialized in
an Assurance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the
key provisions of these agreements are the following:

(i)  The Adviser agreed to establish a $250 million fund (the "Reimbursement
     Fund") to compensate mutual fund shareholders for the adverse effects of
     market timing attributable to market timing relationships described in the
     Commission Order. According to the Commission Order, the Reimbursement Fund
     is to be paid, in order of priority, to fund investors based on (a) their
     aliquot share of losses suffered by the fund due to market timing, and (b)
     a proportionate share of advisory fees paid by such fund during the period
     of such market timing;

(ii) The Adviser agreed to reduce the advisory fees it receives from some of the
     AllianceBernstein long-term, open-end retail funds until December 31, 2008;
     and

(iii) The Adviser agreed to implement changes to its governance and compliance
      procedures. Additionally, the Commission Order and the NYAG Order
      contemplate that the Adviser's registered investment company clients,
      including the Funds, will introduce governance and compliance changes.


A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of the
Board, is continuing to direct and oversee an internal investigation and a
comprehensive review of the facts and circumstances relevant to the Commission's
and the NYAG's investigations.

In addition, the Independent Directors of the Fund (the "Independent Directors")
have initiated an investigation of the above-mentioned matters with the advice
of an independent economic consultant and independent counsel. The Independent
Directors have formed a special committee to supervise the investigation.

On October 2, 2003, a putative class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Adviser; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation ("AB Corp."); AXA Financial, Inc.; the
AllianceBernstein Mutual Funds; certain officers of the Adviser ("Alliance
defendants"); and certain other defendants not affiliated with the Adviser, as
well as unnamed Doe defendants. The Hindo Complaint was filed in the United
States District Court for the Southern District of New York by alleged
shareholders of two of the AllianceBernstein Mutual Funds. The Hindo Complaint
alleges that certain of the Alliance defendants failed to disclose that they
improperly allowed certain hedge funds and other unidentified parties to engage
in "late trading" and "market timing" of AllianceBernstein Mutual Fund
securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934, and Sections 206 and 215 of
the Investment Advisers Act of 1940. Plaintiffs seek an unspecified amount of
compensatory damages and rescission of their contracts with the Adviser,
including recovery of all fees paid to the Adviser pursuant to such contracts.

Since October 2, 2003, numerous additional lawsuits making factual allegations
similar to those in the Hindo Complaint were filed in various federal and state
courts against the Adviser and certain other defendants, and others may be
filed. On February 20, 2004, the Judicial Panel on Multidistrict Litigation
transferred all federal actions and all removed state court actions, to the
United States District Court for the District of Maryland. The plaintiffs in the
removed actions have since moved for a remand, and that motion is pending.

On September 29, 2004, plaintiffs filed consolidated amended complaints with
respect to four claim types: mutual fund shareholder claims; mutual fund
derivative claims; derivative claims brought on behalf of Holding; and claims
brought under ERISA by participants in the Profit Sharing Plan for Employees of
the Adviser. All four complaints include substantially identical factual
allegations, which appear to be based in large part on the Commission Order and
the NYAG Order. The claims in the mutual fund derivative consolidated amended
complaint are generally based on the theory that all fund advisory agreements,
distribution agreements and 12b-1 plans between the Adviser and the
AllianceBernstein Funds should be invalidated, regardless of whether market
timing occurred in each individual fund, because each was approved by fund
trustees on the basis of materially misleading information with respect to the
level of market timing permitted in funds managed by the Adviser. The claims
asserted in the other three consolidated amended complaints are similar to those
that the respective plaintiffs asserted in their previous federal lawsuits. All
of these lawsuits seek an unspecified amount of damages. The Alliance defendants
have moved to dismiss the complaints, and those motions are pending.


On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the
Office of the Attorney General of the State of West Virginia and (ii) a request
for information from West Virginia's Office of the State Auditor, Securities
Commission (the "West Virginia Securities Commission") (together, the
"Information Requests"). Both Information Requests require the Adviser to
produce documents concerning, among other things, any market timing or late
trading in mutual funds sponsored by the Adviser. The Adviser responded to the
Information Requests and has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney General of the State of
West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed against
the Adviser, Holding, and various other defendants not affiliated with the
Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County,
West Virginia by the Attorney General of the State of West Virginia. The WVAG
Complaint makes factual allegations generally similar to those in the Hindo
Complaint. On May 31, 2005, defendants removed the WVAG Complaint to the United
States District Court for the Northern District of West Virginia. On July 12,
2005, plaintiff moved to remand. That motion is pending.

On August 30, 2005, the deputy commissioner of securities of the West Virginia
Securities Commission signed a "Summary Order to Cease and Desist, and Notice of
Right to Hearing" addressed to the Adviser and Holding. The Summary Order claims
that the Adviser and Holding violated the West Virginia Uniform Securities Act,
and makes factual allegations generally similar to those in the Hindo Complaint.
The time for the Adviser and Holding to respond to the Summary Order has been
extended. The Adviser intends to vigorously defend against the allegations in
the WVAG Complaint and the Summary Order.

As a result of the matters described above, investors in the AllianceBernstein
Mutual Funds may choose to redeem their investments. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds to
provide for sufficient liquidity and could also have an adverse effect on the
investment performance of the AllianceBernstein Mutual Funds.

On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v.
Alliance Capital Management L.P., et al. (the "Aucoin Complaint") was filed
against the Adviser, Holding, AB Corp., AXA Financial, Inc., ABI, certain
current and former directors of the AllianceBernstein Mutual Funds, and unnamed
Doe defendants. The Aucoin Compliant names certain of the AllianceBernstein
Mutual Funds as nominal defendants. The Aucoin Complaint was filed in the United
States District Court for the Southern District of New York by an alleged
shareholder of an AllianceBernstein mutual fund. The Aucoin Complaint alleges,
among other things, (i) that certain of the defendants improperly authorized the
payment of excessive commissions and other fees from AllianceBernstein Fund
assets to broker-dealers in exchange for preferential marketing services, (ii)
that certain of the defendants misrepresented and omitted from registration
statements and other reports material facts concerning such payments, and (iii)
that certain defendants caused such conduct as control persons of other
defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b),
36(b) and 48(a) of the 1940 Act, Sections 206 and 215 of the Advisers Act,
breach of common law fiduciary duties, and aiding and abetting breaches of
common law fiduciary duties. Plaintiffs seek an unspecified amount of
compensatory damages and punitive damages, rescission of their contracts with
the Adviser, including recovery of all fees paid to the Adviser pursuant to such
contracts, an accounting of all AllianceBernstein Fund-related fees, commissions
and soft dollar payments, and restitution of all unlawfully or discriminatorily
obtained fees and expenses.

Since June 22, 2004, numerous additional lawsuits making factual allegations
substantially similar to those in the Aucoin Complaint were filed against the
Adviser and certain other defendants, and others may be filed. It is possible
that these matters and/or other developments resulting from these matters could
result in increased redemptions of a Portfolio's shares or other adverse
consequences to that Portfolio. However, the Adviser believes that these matters
are not likely to have a material adverse effect on its ability to perform
advisory services relating to the Portfolios.



DIVIDENDS, DISTRIBUTIONS AND TAXES
--------------------------------------------------------------------------------

The AllianceBernstein Money Market Portfolio declares income dividends each
business day at 4:00 p.m., Eastern time. The dividends are paid monthly via
automatic investment in additional full and fractional shares. As these
additional shares are entitled to income, a compounding of income occurs.

The other Portfolios declare dividends on their shares at least annually. The
income and capital gains distribution will be made in shares of each Portfolio.

See the prospectus of the separate account of the participating insurance
company for federal income tax information.

Investment income received by a Portfolio from sources within foreign countries
may be subject to foreign income taxes withheld at the source. Provided that
certain code requirements are met, a Portfolio may "pass-through" to its
shareholders credits or deductions to foreign income taxes paid.



GLOSSARY OF INVESTMENT TERMS
--------------------------------------------------------------------------------

Bonds are interest-bearing or discounted government or corporate securities that
obligate the issuer to pay the bond holder a specified sum of money, usually at
specified intervals, and to repay the principal amount of the loan at maturity.

Duration As a technical matter, duration is a measure that relates the price
volatility of a fixed-income security to changes in interest rates. The duration
of a fixed-income security is the weighted average term to maturity, expressed
in years, of the present value of all future cash flows, including coupon
payments and principal payments. Duration is always less than or equal to full
maturity. As a practical matter, duration may be used to determine the
sensitivity of a security's price to changes in interest rates. The longer a
security's duration, the more sensitive it will be to changes in interest rates.
Similarly, a Portfolio with a longer average portfolio duration will be more
sensitive to changes in interest rates, and may have more risk, than a Portfolio
with a shorter average portfolio duration. By way of example, the price of a
bond fund with a duration of five years would be expected to fall approximately
5% if interest rates rose by one percentage point.

Fixed-income securities are investments, such as bonds or other debt securities
or preferred stocks that pay a fixed rate of return.

Mortgage-related securities are pools of mortgage loans that are assembled for
sale to investors (such as mutual funds) by various governmental,
government-related, and private organizations.

Sovereign debt obligations are foreign government debt securities, loan
participations between foreign governments and financial institutions, and
interests in entities organized and operated for the purpose of restructuring
the investment characteristics of foreign government securities.

Supranational entities are international organizations formed by two or more
governments. Examples of supranational entities include the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the International Finance
Corporation and the European Bank for Reconstruction and Development.

U.S. Government securities are securities issued or guaranteed by the United
States Government, its agencies or instrumentalities of by certain
government-sponsored entities (entities chartered by or sponsored by Act of
Congress). These securities include securities backed by the full faith and
credit of the United States, those supported by the right of the issuer to
borrow from the U.S. Treasury, and those backed only by the credit of the
issuing agency or entity itself. The first category includes U.S. Treasury
securities (which are U.S. Treasury bills, notes, and bonds) and certificates
issued by the Government National Mortgage Association, or GNMA. U.S. Government
securities not backed by the full faith and credit of the United States or a
right to borrow from the U.S. Treasury include certificates issued by the
Federal National Mortgage Association, or FNMA and the Federal Home Loan
Mortgage Corporation, or FHLMC.



FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand each
Portfolio's financial performance for the past 5 years (or, if shorter, the
period of the Portfolio's operations). Certain information reflects financial
results for a single share of a class of each Portfolio. The total returns in
the table represent the rate that an investor would have earned (or lost) on an
investment in the Portfolio (assuming reinvestment of all dividends and
distributions). This information has been audited by Ernst & Young LLP, the
independent registered public accounting firm for all Portfolios, whose reports,
along with each Portfolio's financial statements, are included in each
Portfolio's Annual Report, which is available upon request.





                                                              AllianceBernstein Money Market Portfolio

                                                                     Year Ended December 31,
                                             2005             2004             2003          2002            2001
                                          ----------       ----------       ----------    ----------      -----------
                                                                                           
Net asset value, beginning of period..    $     1.00       $     1.00       $     1.00    $     1.00      $      1.00
                                          ----------       ----------       ----------    ----------      -----------

Income From Investment Operations
Net investment income (loss)..........         [___]              .01(a)           .01           .01              .04
                                          ----------       ----------       ----------    ----------      -----------

Less: Dividends
Dividends from net investment income..         [___]             (.01)            (.01)         (.01)            (.04)
                                          ----------       ----------       ----------    ----------      -----------
Net asset value, end of period........    $     1.00       $     1.00       $     1.00    $     1.00      $      1.00
                                          ==========       ==========       ==========    ==========      ===========

Total Return
Total investment return based on net
  asset value(b)......................         [___]%             .71%             .53%         1.10%            3.57%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $  [_____]       $   36,740       $   54,847    $   97,216      $   128,700
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................         [___]%             .69%             .66%          .68%             .63%
   Expenses, before waivers and
    reimbursements....................         [___]%             .73%             .66%          .68%             .63%
   Net investment income (loss).......         [___]%             .68%(a)          .55%         1.10%            3.55%






                                                            AllianceBernstein Large Cap Growth Portfolio

                                                                     Year Ended December 31,
                                                2005             2004           2003              2002         2001
                                          ----------       ----------       ----------      ----------      -----------
                                                                                             
Net asset value, beginning of period..    $    23.44       $    21.58       $    17.45      $    25.16      $     32.05
                                          ----------       ----------       ----------      ----------      -----------

Income From Investment Operations
Net investment income (loss)(c).......         [___]             (.03)(a)         (.05)(a)        (.08)            (.06)
Net realized and unrealized gain
  (loss) on investment transactions...         [___]             1.89             4.18           (7.63)           (5.31)
                                          ----------       ----------       ----------      ----------      -----------

Net increase (decrease) in net asset
  value from operations...............         [___]             1.86             4.13           (7.71)           (5.37)
                                          ----------       ----------       ----------      ----------      -----------

Less: Dividends
Distributions from net realized gain
  on investment transactions..........         [___]               -0-              -0-             -0-           (1.38)
Distributions in excess of net
  realized gain on investment
  transactions........................         [___]               -0-              -0-             -0-            (.14)
                                          ----------       ----------       ----------      ----------      -----------

Total distributions...................         [___]               -0-              -0-             -0-           (1.52)
                                          ----------       ----------       ----------      ----------      -----------

Net asset value, end of period........    $    [___]       $    23.44       $    21.58      $    17.45      $     25.16
                                          ==========       ==========       ==========      ==========      ===========

Total Return
Total investment return based on net
  asset value(b)......................         [___]%            8.62%           23.67%         (30.64)%         (17.21)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [____]       $  656,544       $  917,935      $  869,130      $ 1,586,575
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................         [___]%             .81%            1.04%           1.05%            1.04%
   Expenses, before waivers and
    reimbursements....................         [___]%             .98%            1.05%           1.05%            1.04%
   Net investment income (loss).......         [___]%            (.13)%(a)       (.24)%(a)        (.41)%           (.21)%
Portfolio turnover rate...............         [___]%              73%             79%             109%              49%

See footnotes on pages [___] and [___].







                                                           AllianceBernstein Growth and Income Portfolio

                                                                     Year Ended December 31,
                                             2005             2004             2003          2002            2001
                                          ----------       ----------       ----------    ----------      -----------

                                                                                           
Net asset value, beginning of period      $    24.08       $    21.80       $    16.62    $    22.16      $     23.15
                                          ----------       ----------       ----------    ----------      -----------

Income From Investment Operations
Net investment income (loss)(c).....           [___]              .36(a)           .23           .22              .21
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions.............           [___]             2.12             5.15         (5.01)            (.05)
                                          ----------       ----------       ----------    ----------      -----------

Net increase (decrease) in net asset
  value from operations.............           [___]             2.48             5.38         (4.79)             .16
                                          ----------       ----------       ----------    ----------      -----------

Less: Dividends and Distributions
Dividends from net investment income           [___]             (.20)            (.20)         (.12)            (.14)
Distributions from net realized gain
  on investment transactions........           [___]               -0-              -0-         (.63)           (1.01)
                                          ----------       ----------       ----------    ----------      -----------

Total dividends and distributions...           [___]             (.20)            (.20)         (.75)           (1.15)
                                          ----------       ----------       ----------    ----------      -----------

Net asset value, end of period......      $    [___]       $    24.08       $    21.80    $    16.62      $     22.16
                                          ==========       ==========       ==========    ==========      ===========

Total Return
Total investment return based on net
  asset value(b)....................           [___]%          11.46%            32.50%       (22.05)%           0.36%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)..........................      $   [____]       $  627,689       $  603,673    $  456,402      $   673,722
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements..................           [___]%            .60%              .66%          .68%             .67%
   Expenses, before waivers and
    reimbursements..................           [___]%            .65%              .66%          .68%             .67%
   Net investment income (loss).....           [___]%             1.62%(a)        1.25%         1.15%             .95%
Portfolio turnover rate.............           [___]%             50%              57%            69%              80%






                                              AllianceBernstein U.S. Government/High Grade Securities Portfolio

                                                                      Year Ended December 31,
                                              2005             2004            2003          2002            2001(d)
                                          ----------       ----------       ----------    ----------      -----------
                                                                                           
Net asset value, beginning of period..    $    12.28       $    12.56       $    12.54    $    12.00      $     11.68
                                          ----------       ----------       ----------    ----------      -----------

Income From Investment Operations
Net investment income (loss)(c).......         [___]              .32(a)           .26           .42              .57
Net realized and unrealized gain
  (loss) on investment transactions...         [___]              .12              .23           .49              .33
                                          ----------       ----------       ----------    ----------      -----------

Net increase in net asset value from
  operations..........................         [___]              .44              .49           .91              .90
                                          ----------       ----------       ----------    ----------      -----------

Less: Dividends and Distributions
Dividends from net investment income..         [___]             (.36)            (.37)         (.37)            (.58)
Distributions from net realized gain
  on investment transactions..........         [___]             (.36)            (.10)          -0-               -0-
                                          ----------       ----------       ----------    ----------      -----------

Total dividends and distributions.....         [___]             (.72)            (.47)         (.37)            (.58)
                                          ----------       ----------       ----------    ----------      -----------

Net asset value, end of period........    $    [___]       $    12.28       $    12.56    $    12.54      $     12.00
                                          ==========       ==========       ==========    ==========      ===========

Total Return
Total investment return based on net
  asset value(b)......................         [___]%            3.77%            3.88%         7.79%            7.88%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $  [_____]       $  102,543       $  129,194    $  164,265      $   104,635
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................         [___]%             .68%             .77%          .82%             .89%
   Expenses, before waivers and
    reimbursements....................         [___]%             .78%             .77%          .82%             .89%
   Net investment income (loss).......         [___]%            2.46%(a)         2.10%         3.49%            4.86%
Portfolio turnover rate...............         [___]%             662%             748%          551%             259%

------------
See footnotes on pages [___] and [___].







                                                             AllianceBernstein High Yield Portfolio

                                                                      Year Ended December 31,
                                              2005              2004           2003          2002           2001(d)
                                          ----------       ----------       ----------    ----------      -----------
                                                                                           
Net asset value, beginning of period..    $     7.97       $     7.91       $     6.83    $     7.51      $      7.91
                                          ----------       ----------       ----------    ----------      -----------

Income From Investment Operations
Net investment income (loss)(c).......         [___]              .60(a)           .55           .54(a)           .63(a)
Net realized and unrealized gain
  (loss) on investment transactions...         [___]             (.01)             .95          (.76)            (.38)
                                          ----------       ----------       ----------    ----------      -----------

Net increase (decrease) in net asset
  value from operations...............         [___]              .59             1.50          (.22)             .25
                                          ----------       ----------       ----------    ----------      -----------

Less: Dividends
Dividends from net investment income..         [___]             (.53)            (.42)         (.46)            (.65)
                                          ----------       ----------       ----------    ----------      -----------

Net asset value, end of period........    $    [___]       $     7.97       $     7.91    $     6.83       $     7.51
                                          ==========       ==========       ==========    ==========      ===========

Total Return
Total investment return based on net
  asset value(b)......................        [___]%             7.98%           22.44%        (3.03)%           3.04%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $  [_____]       $   42,842       $   48,076    $   34,765      $    31,283
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................         [___]%            1.04%            1.46%         1.18%             .95%
   Expenses, before waivers and
    reimbursements....................         [___]%            1.21%            1.46%         1.45%            1.51%
   Net investment income (loss).......         [___]%            7.74%(a)         7.48%         7.78%(a)         8.08%(a)
Portfolio turnover rate...............         [___]%              80%             105%           83%              95%






                                                               AllianceBernstein Balanced Shares Portfolio

                                                                      Year Ended December 31,
                                             2005             2004             2003          2002        2001(d)
                                          ----------       ----------       ----------    ----------   -----------
                                                                                        
Net asset value, beginning of period.     $     18.94      $     17.76      $    15.30    $    17.65   $     18.01
                                          ----------       ----------       ----------    ----------   -----------

Income From Investment Operations
Net investment income (loss)(c)......           [___]              .46(a)          .42           .45           .44
Net realized and unrealized gain
  (loss) on investment transactions..           [___]             1.12            2.47         (2.29)         (.01)
                                          -----------      -----------      ----------    ----------   -----------
Net increase (decrease) in net asset
  value from operations..............           [___]             1.58            2.89         (1.84)          .43
                                          -----------      -----------      ----------    ----------   -----------

Less: Dividends and Distributions
Dividends from net investment income.           [___]             (.40)           (.43)         (.32)         (.28)
Distributions from net realized gain
  on investment transactions.........           [___]              -0-             -0-          (.19)         (.42)
Distributions in excess of net
  realized gain on investment
  transactions.......................           [___]              -0-             -0-           -0-          (.09)
                                          -----------      -----------      ----------    ----------   -----------
Total dividends and distributions....           [___]             (.40)           (.43)         (.51)         (.79)
                                          -----------      -----------      ----------    ----------   -----------
Net asset value, end of period.......     $     [___]      $     18.94      $    17.76    $    15.30   $     17.65
                                          ===========      ===========      ==========    ==========   ===========

Total Return
Total investment return based on net
  asset value(b).....................           [___]%            9.07%          19.05%       (10.58)%        2.27%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [_____]      $   193,600      $  197,334    $  171,670   $   183,098
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements...................           [___]%             .71%             .79%         .79%          .78%
   Expenses, before waivers and
    reimbursements...................           [___]%             .76%             .79%         .79%          .78%
   Net investment income (loss)......           [___]%            2.57%(a)         2.60%        2.76%         2.50%
Portfolio turnover rate..............           [___]%              60%              81%          57%           71%

-----------
See footnotes on pages [___] and [___].







                                                     AllianceBernstein International Research Growth Portfolio

                                                                         Year Ended December 31,
                                                 2005            2004         2003           2002            2001
                                          -----------      -----------      ----------    ----------   -----------
                                                                                        
Net asset value, beginning of period..    $     15.26      $    13.01    $     9.90     $    11.69     $    16.01
                                          -----------      ----------    ----------     ----------     ----------

Income From Investment Operations
Net investment income (loss)(c).......        [___][(a)]          .08(a)        .02             -0-(a)        .03(a)
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............        [___]              2.20          3.11          (1.78)         (3.55)
Contribution from Adviser.............        [___]               .01            -0-            -0-            -0-
                                          -----------      ----------    ----------     ----------     ----------

Net increase (decrease) in net
  asset value from operations.........        [___]              2.29          3.13          (1.78)         (3.52)
                                          -----------      ----------    ----------     ----------     ----------

Less: Dividends and Distributions
Dividends from net investment income..        [___]              (.04)         (.02)          (.01)           -0-
Distributions from net realized
  gain on investment transactions.....        [___]                -0-           -0-            -0-          (.78)
Distributions in excess of net
  realized gain on investment
  transactions........................        [___]                -0-          -0-             -0-          (.02)
                                          -----------      ----------    ----------     ----------     ----------

Total dividends and distributions.....        [___]              (.04)         (.02)          (.01)          (.80)
                                          -----------      ----------    ----------     ----------     ----------

Net asset value, end of period........    $   [___]        $    15.26    $    13.01     $     9.90     $    11.69
                                          ===========      ==========    ==========     ==========     ==========

Total Return
Total investment return based on
  net asset value(b)..................        [___]%           17.62%         31.59%        (15.28)%       (22.35)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [___]        $   58,341    $   53,425     $   46,478     $   64,036
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................        [___]%            1.33%          1.80%          1.36%           .95%
   Expenses, before waivers and
    reimbursements....................        [___]%            1.50%          1.80%          1.66%          1.44%
   Net investment income (loss).......        [___]%              .63%(a)       .22%           .04%(a)        .23%(a)
Portfolio turnover rate...............        [___]%             128%            96%            70%            56%







                                                               AllianceBernstein Global Bond Portfolio

                                                                  Year Ended December 31,
                                             2005             2004          2003           2002          2001(d)
                                          -----------      ----------    ----------     ----------     ----------
                                                                                        
Net asset value, beginning of period..    $     13.63      $    13.50    $    12.63     $    10.93     $    10.96
                                          -----------      ----------    ----------     ----------     ----------

Income From Investment Operations
Net investment income (loss)(c).......        [___]               .25(a)        .25            .25            .35
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............        [___]               .93          1.40           1.58           (.38)
                                          -----------      ----------    ----------     ----------     ----------

Net increase (decrease) in net
  asset value from operations.........        [___]              1.18          1.65           1.83           (.03)
                                          -----------      ----------    ----------     ----------     ----------

Less: Dividends and Distributions
Dividends from net investment income..        [___]              (.78)         (.78)          (.13)            -0-
Distributions from net realized
  gain on investment transactions.....        [___]              (.27)           -0-            -0-            -0-
                                          -----------      ----------    ----------     ----------     ----------

Total dividends and distributions.....        [___]             (1.05)         (.78)          (.13)            -0-
                                          -----------      ----------    ----------     ----------     ----------

Net asset value, end of period........    $     [___]      $    13.63    $    13.50     $    12.63     $    10.93
                                          ===========      ==========    ==========     ==========     ==========

Total Return
Total investment return based on
  net asset value(b)..................        [___]%             9.63%        13.26%        16.91%           (.27)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]      $   56,043    $   58,658     $   56,137     $   48,221
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................        [___]%              .88%         1.15%          1.17%          1.07%
   Expenses, before waivers and
    reimbursements....................        [___]%             1.02%         1.15%          1.17%          1.07%
   Net investment income (loss).......        [___]%             1.93%(a)      1.93%          2.18%          3.28%
Portfolio turnover rate...............        [___]%              107%          197%           220%           101%

------------
See footnotes on pages [___] and [___].







                                                  AllianceBernstein Americas Government Income Portfolio

                                                                    Year Ended December 31,
                                              2005             2004           2003             2002         2001(d)
                                          -----------      ----------      ----------      ----------     ----------
                                                                                           
Net asset value, beginning of period.     $     12.91      $    13.01      $    12.65      $   12.17      $    12.72
                                          -----------      ----------      ----------      ----------     ----------

Income From Investment Operations
Net investment income (loss)(c)......         [___]               .65(a)          .61            .67(a)          .92(a)
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions..............         [___]              (.06)            .34            .61            (.43)
                                          -----------      ----------      ----------      ----------     ----------

Net increase in net asset value
  from operations....................         [___]               .59             .95           1.28             .49
                                          -----------      ----------      ----------      ----------     ----------

Less: Dividends and Distributions
Dividends from net investment income.         [___]              (.69)           (.59)          (.73)           (.91)
Distributions from net realized
  gain on investment transactions....         [___]               -0-             -0-           (.07)           (.13)
                                          -----------      ----------      ----------      ----------     ----------

Total dividends and distributions....         [___]              (.69)           (.59)          (.80)          (1.04)
                                          -----------      ----------      ----------      ----------     ----------

Net asset value, end of period.......     $   [___]        $    12.91      $    13.01     $    12.65      $    12.17
                                          ===========      ==========      ==========     ==========      ==========

Total Return
Total investment return based on
  net asset value(b).................         [___]%             4.89%           7.35%         10.99%           3.59%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $  [_____]       $   47,776      $   60,550    $    72,307      $   51,146
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements...................         [___]%             1.00%           1.04%           .93%            .95%
   Expenses, before waivers and
    reimbursements...................         [___]%             1.11%           1.04%          1.05%           1.15%
   Expenses, excluding interest
    expense..........................         [___]%              .98%           1.04%           .93%            .95%
   Net investment income (loss)......         [___]%             5.07%(a)        4.75%          5.45%(a)        7.35%(a)
Portfolio turnover rate..............         [___]%               69%             73%            60%             57%






                                                           AllianceBernstein Global Dollar Government Portfolio

                                                                         Year Ended December 31,
                                               2005            2004(e)      2003            2002          2001(d)
                                          ----------       ----------    ----------    ----------      ----------
                                                                                        
Net asset value, beginning of period.     $    14.79       $    14.53    $    11.43    $    10.63      $    10.76
                                          ----------       ----------    ----------    ----------      ----------

Income From Investment Operations
Net investment income loss(c)........           [___]             .86(a)        .95           .94(a)         1.11(a)
Net realized and unrealized gain
  (loss) on investment transactions..           [___]             .45          2.83           .70            (.10)
                                          ----------       ----------    ----------    ----------      ----------

Net increase in net asset value from
  operations.........................           [___]            1.31          3.78          1.64            1.01
                                          ----------       ----------    ----------    ----------      ----------

Less: Dividends
Dividends from net investment income.           [___]           (1.05)         (.68)         (.84)          (1.14)
                                          ----------       ----------    ----------    ----------      ----------

Net asset value, end of period.......     $     [__]       $    14.79    $    14.53    $    11.43      $    10.63
                                          ==========       ==========    ==========    ==========      ==========
Total Return
Total investment return based on net
  asset value(b).....................          [___]%           10.12%        33.41%        16.14%           9.37%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [____]       $   22,932    $   26,433    $   22,198      $   11,249
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements...................          [___]%            1.76%         1.90%         1.40%            .95%
   Expenses, before waivers and
    reimbursements...................          [___]%            1.93%         1.90%         2.00%           2.37%
   Expenses, before waivers and
    reimbursements excluding
    interest expense.................          [___]%            1.92%         1.88%         2.00%           2.37%
   Net investment income (loss)......          [___]%            6.07%(a)      7.20%         8.83%(a)       10.63%(a)
Portfolio turnover rate..............          [___]%            188%           150%          142%            176%

------------
See footnotes on pages [___] and [___].








                                                               AllianceBernstein Utility Income Portfolio

                                                                        Year Ended December 31,
                                              2005            2004           2003           2002            2001
                                          ----------       ----------      ----------     ----------      ----------
                                                                                           
Net asset value, beginning of period..    $    18.17       $    14.95      $    12.86    $    16.82      $    22.65
                                          ----------       ----------      ----------    ----------      ----------

Income From Investment Operations
Net investment income (loss)(c).......        [___]               .43(a)          .35           .36             .29
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............        [___]              3.13            2.18         (4.06)          (5.23)
                                          ----------       ----------      ----------    ----------      ----------

Net increase (decrease) in net
  asset value from operations.........        [___]              3.56            2.53         (3.70)          (4.94)
                                          ----------       ----------      ----------    ----------      ----------

Less: Dividends and Distributions
Dividends from net investment income..        [___]              (.34)           (.44)         (.26)           (.76)
Distributions from net realized
  gain on investment transactions.....        [___]                -0-             -0-           -0-           (.13)
                                          ----------       ----------      ----------    ----------      ----------

Total dividends and distributions.....        [___]              (.34)           (.44)         (.26)           (.89)
                                          ----------       ----------      ----------    ----------      ----------

Net asset value, end of period........    $   [___]        $    18.17      $    14.95    $    12.86      $    16.82
                                          ==========       ==========      ==========    ==========      ==========

Total Return
Total investment return based on
  net asset value(b)..................        [___]%            24.33%          19.88%       (22.12)%        (22.50)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................  $   [_____]        $   52,391      $   43,323    $   40,140      $   62,684
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................        [___]%             1.08%           1.48%         1.22%           1.02%
   Expenses, before waivers and
    reimbursements....................        [___]%             1.21%           1.48%         1.22%           1.02%
   Net investment income (loss).......        [___]%             2.69%(a)        2.60%         2.60%           1.49%
Portfolio turnover rate...............        [___]%               48%             76%           90%             25%






                                                           AllianceBernstein Growth Portfolio

                                                                     Year Ended December 31,
                                                 2005          2004          2003          2002           2001
                                          -----------      -----------   -----------   -----------     -----------
                                                                                        
Net asset value, beginning of period.     $     18.30      $     15.95   $     11.81   $     16.42     $     25.10
                                          -----------      -----------   -----------   -----------     -----------

Income From Investment Operations
Net investment income (loss)(c)......           [___]             (.07)         (.06)         (.06)           (.06)
Net realized and unrealized gain
  (loss) on investment transactions..           [___]             2.42          4.20         (4.55)          (5.47)
                                          -----------      -----------   -----------   -----------     -----------

Net increase (decrease) in net asset
  value from operations..............           [___]             2.35          4.14         (4.61)          (5.53)
                                          -----------      -----------   -----------   -----------     -----------

Less: Dividends and Distributions
Dividends from net investment income.           [___]               -0-           -0-           -0-           (.06)
Distributions from net realized gain
  on investment transactions.........           [___]               -0-           -0-           -0-          (1.85)
Distributions in excess of net
  realized gain on investment
  transactions.......................           [___]               -0-           -0-           -0-          (1.23)
Return of capital....................           [___]               -0-           -0-           -0-           (.01)
                                          -----------      -----------   -----------   -----------     -----------
Total dividends and distributions....           [___]               -0-           -0-           -0-          (3.15)
                                          -----------      -----------   -----------   -----------     -----------
Net asset value, end of period.......     $     [___]      $     18.30   $     15.95   $     11.81     $     16.42
                                          ============     ===========   ===========   ===========     ===========

Total Return
Total investment return based on net
  asset value(b).....................           [___]%           14.73%        35.06%       (28.08)%        (23.47)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)...........................     $   [_____]      $   137,345   $   141,809   $   121,439     $   226,237
Ratio to average net assets of:
   Expenses..........................           [___]%             .88%          .89%          .88%            .85%
   Net investment income (loss)......           [___]%            (.43)%         (.43)%       (.44)%          (.31)%
Portfolio turnover rate..............           [___]%              56%           49%           38%            104%

------------
See footnotes on pages [___] and [___].







                                                         AllianceBernstein International Growth Portfolio

                                                                        Year Ended December 31,
                                                2005             2004        2003         2002             2001
                                          -----------      ----------    ----------    ----------      ----------

                                                                                        
Net asset value, beginning of period..    $     20.18      $    16.28    $    11.48    $    12.18      $    15.64
                                          -----------      ----------    ----------    ----------      ----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]             .11(a)        .04           .07(a)          .20(a)
Net realized and unrealized gain
  (loss) on investment and foreign
  currency transactions...............          [___]            3.83          4.91          (.56)          (2.82)
                                          -----------      ----------    ----------    ----------      ----------
Net increase (decrease) in net asset
  value from operations...............          [___]            3.94          4.95          (.49)          (2.62)
                                          -----------      ----------    ----------    ----------      ----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]            (.04)         (.15)         (.21)           (.03)
Distributions from net realized gain
  on investment transactions..........          [___]             -0-            -0-           -0-            (.81)
                                          -----------      ----------    ----------    ----------      ----------

Total dividends and distributions.....          [___]            (.04)         (.15)         (.21)           (.84)

                                          -----------      ----------    ----------    ----------      ----------
Net asset value, end of period........    $     [___]      $    20.18    $    16.28    $    11.48      $    12.18
                                          ============     ==========    ==========    ==========      ==========

Total Return
Total investment return based on net
  asset value(b)......................          [___]%          24.27%        43.46%        (4.19)%        (17.29)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [_____]      $   41,198    $   34,302    $   27,136      $   37,411
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%           1.65%         2.17%         1.54%            .95%
   Expenses, before waivers and
    reimbursements....................          [___]%           1.81%         2.17%         1.98%           1.65%
   Net investment income (loss).......          [___]%            .65%(a)       .34%          .61%(a)        1.50%(a)
Portfolio turnover rate...............          [___]%             60%           44%           46%             35%






                                                        AllianceBernstein Global Technology Portfolio

                                                                      Year Ended December 31,
                                              2005              2004           2003            2002            2001
                                          -----------       ----------      -----------     ----------     -----------

                                                                                          
Net asset value, beginning of period..    $     15.27       $    14.49      $     10.05    $    17.24    $     24.95
                                          -----------       ----------      -----------     ----------     -----------

Income From Investment Operations
Net investment income (loss)(c).......        [___]               (.03)(a)         (.11)         (.13)          (.12)
Net realized and unrealized gain
  (loss) on investment transactions...        [___]                .81             4.55         (7.06)         (5.92)
                                          -----------      ----------      -----------     ----------     -----------
Net increase (decrease) in net
  asset value from operations.........        [___]                .78             4.44         (7.19)         (6.04)
                                          -----------      ----------      -----------     ----------     -----------

Less: Distributions
Distribution from net realized gain
  on investment transactions..........        [___]                -0-              -0-           -0-           (.11)
Distributions in excess of net
  realized gain on investment
  transactions........................        [___]                -0-              -0-           -0-          (1.56)
                                          -----------      ----------      -----------     ----------     -----------

Total distributions...................        [___]                -0-              -0-           -0-          (1.67)
                                          -----------      ----------      -----------     ----------     -----------

Net asset value, end of period........    $    [___]       $     15.27      $     14.49    $    10.05    $     17.24
                                          ===========      ===========      ===========    ==========    ===========

Total Return
Total investment return based on
  net asset value(b)..................        [___]%              5.38%           44.18%       (41.71)%       (25.23)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $  [____]        $   117,145      $   130,127    $   93,369    $   235,252
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................        [___]%               .88%            1.11%         1.20%          1.08%
   Expenses, before waivers and
    reimbursements....................        [___]%              1.06%            1.11%         1.20%          1.08%
   Net investment income (loss).......        [___]%              (.22)%(a)        (.86)%       (1.01)%         (.64)%
Portfolio turnover rate...............        [___]%                86%              90%           68%            40%

------------
See footnotes on pages [___] and [___].








                                                           AllianceBernstein Small Cap Growth Portfolio

                                                                      Year Ended December 31,
                                             2005               2004           2003          2002           2001
                                          ----------         ----------     ----------    ----------     -----------
                                                                                          
Net asset value, beginning of period..    $    11.65         $    10.17     $     6.83    $    10.01     $     11.84
                                          ----------         ----------     ----------    ----------     -----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]              (.10)(a)       (.09)         (.07)(a)        (.07)(a)
Net realized and unrealized gain
  (loss) on investment transactions...          [___]              1.58           3.43         (3.11)          (1.41)
                                          -----------        ----------     ----------    ----------     -----------
Net increase (decrease) in net
  asset value from operations.........          [___]              1.48           3.34         (3.18)          (1.48)
                                          -----------        ----------     ----------    ----------     -----------

Less: Dividends and Distributions
Dividends from net investment income..          [___]                -0-            -0-           -0-             -0-
Distributions from net realized
  gain on investment transactions.....          [___]                -0-            -0-           -0-           (.26)
Dividends in excess of net realized
  gain on investment transactions.....          [___]                -0-            -0-           -0-           (.09)
                                          -----------        ----------     ----------    ----------     -----------
Total dividends and distributions.....          [___]                -0-            -0-           -0-           (.35)
                                          -----------        ----------     ----------    ----------     -----------
Net asset value, end of period........    $     [___]        $    11.65     $    10.17    $     6.83     $     10.01
                                          ============       ==========     ==========    ==========     ===========

Total Return
Total investment return based on
  net asset value(b)..................          [___]%            14.55%         48.90%       (31.77)%        (12.75)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $   [____]         $   61,661     $   61,079    $   86,093     $   184,223
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%             1.14%          1.36%         1.11%            .95%
   Expenses, before waivers and
    reimbursements....................          [___]%             1.30%          1.36%         1.25%           1.16%
   Net investment income (loss).......          [___]%             (.93)%(a)     (1.10)%        (.86)%(a)       (.70)%(a)
Portfolio turnover rate...............          [___]%               92%           129%          111%            113%






                                                   AllianceBernstein Real Estate Investment Portfolio

                                                                        Year Ended December 31,
                                             2005               2004          2003          2002           2001
                                          ----------         ----------    ----------     ----------     ----------
                                                                                          
Net asset value, beginning of period..    $    20.66         $    15.62    $    11.52     $    11.50     $    10.75
                                          ----------         ----------    ----------     ----------     ----------

Income From Investment Operations
Net investment income (loss)(c).......          [___]               .39(a)        .46            .44(a)         .47(a)
Net realized and unrealized gain
  (loss) on investment transactions...          [___]              5.05          3.99           (.12)           .67
                                          -----------        ----------    ----------     ----------     ----------
Net increase in net asset value
  from operations.....................          [___]              5.44          4.45            .32           1.14
                                          -----------        ----------    ----------     ----------     ----------

Less: Dividends
Dividends from net investment income..          [___]              (.40)         (.35)          (.30)          (.39)
                                          -----------        ----------    ----------     ----------     ----------
Net asset value, end of period........    $     [___]        $    20.66    $    15.62     $    11.52     $    11.50
                                          ============       ==========    ==========     ==========     ==========

Total Return
Total investment return based on
  net asset value(b)..................          [___]%            35.63%        39.30%          2.60%         10.79%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted)............................    $    [____]        $   88,441     $  68,717     $   50,062     $   39,417
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements....................          [___]%              .77%         1.24%          1.06%           .95%
   Expenses, before waivers and
    reimbursements....................          [___]%              .99%         1.24%          1.29%          1.39%
   Net investment income (loss).......          [___]%             2.26%(a)      3.50%          3.70%(a)       4.32%(a)
Portfolio turnover rate...............          [___]%               35%           23%            31%            33%

------------
See footnotes on pages [___] and [___].









                                                             AllianceBernstein International Value Portfolio

                                                                                                    May 10,
                                                            Year Ended December 31,               2001(f) To
                                                                                                  December 31,
                                                2005           2004       2003         2002          2001
                                            ----------    ----------   ---------    ----------    ----------
                                                                                   
Net asset value, beginning of period...     $    16.70    $    13.45   $   9.35     $   9.87      $   10.00
                                            ----------    ----------   ---------    ----------    ----------

Income From Investment Operations
Net investment income (loss)(a)(c).....          [___]           .20        .13          .13            .04
Net realized and unrealized gain (loss)
  on investment and foreign currency
  transactions.........................          [___]          3.16       4.01         (.64)          (.17)
                                            ----------    ----------   ---------    ----------    ----------

Net increase (decrease) in net asset
  value from operations................          [___]          3.36       4.14         (.51)          (.13)
                                            ----------    ----------   ---------    ----------    ----------

Less: Dividends and Distributions
Dividends from net investment income...          [___]          (.08)      (.04)        (.01)            -0-
Distributions from net realized gain
  on investment transactions...........          [___]          (.03)        -0-          -0-            -0-
                                            ----------    ----------   ---------    ----------    ----------

Total dividends and distributions......          [___]          (.11)       (.04)       (.01)            -0-
                                            ----------    ----------   ---------    ----------    ----------

Net asset value, end of period.........     $    [___]     $   16.70   $   13.45    $   9.35      $    9.87
                                            ==========    ==========   =========    ==========    ==========

Total Return
Total investment return based on net
  asset value(b).......................          [___]%        25.12%     44.36%       (5.15)%        (1.30)%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted).............................     $   [____]     $  47,095   $   31,628   $ 14,391      $   3,913

Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements......................         [___]%          .95%       1.20%       1.17%           .95%(g)
   Expenses, before waivers and
    reimbursements.....................          [___]%         1.13%       1.49%       2.20%          8.41%(g)
   Net investment income (loss)(a).....          [___]%         1.42%       1.16%       1.30%           .59%(g)
Portfolio turnover rate................          [___]%           23%         14%         19%            22%






                                                 AllianceBernstein Small/Mid Cap Value Portfolio


                                                                                                    May 2,
                                                            Year Ended December 31,               2001(h) To
                                                                                                  December 31,
                                                2005           2004       2003         2002          2001
                                            ----------    ----------   ---------    ----------    ----------
                                                                                   
Net asset value, beginning of period....    $    16.84    $    14.49   $   10.46    $    11.18    $   10.00
                                            ----------    ----------   ---------    ----------    ----------

Income From Investment Operations
Net investment income (loss)(a)(c).....          [___]           .14         .04           .12          .14
Net realized and unrealized gain (loss)
  on investment transactions............         [___]          2.60        4.23          (.81)        1.04
                                            ----------    ----------   ---------    ----------    ----------

Net increase (decrease) in net asset
  value from operations................          [___]          2.74        4.27          (.69)        1.18
                                            ----------    ----------   ---------    ----------    ----------

Less: Dividends and Distributions
Dividends from net investment income...          [___]          (.03)       (.07)         (.02)          -0-
Distributions from net realized gain
  on investment transactions...........          [___]          (.36)       (.17)         (.01)          -0-
                                            ----------    ----------   ---------    ----------    ----------

Total dividends and distributions......          [___]          (.39)       (.24)         (.03)          -0-
                                            ----------    ----------   ---------    ----------    ----------

Net asset value, end of period.........     $    [___]    $    16.84   $   14.49    $    10.46    $   11.18
                                            ==========    ==========   =========    ==========    ==========

Total Return
Total investment return based on net
  asset value(b).......................          [___]%        19.30%      41.26%        (6.20)%      11.80%

Ratios/Supplemental Data
Net assets, end of period (000's
  omitted).............................     $   [____]    $  118,981   $  90,949    $   55,592    $  21,076
Ratio to average net assets of:
   Expenses, net of waivers and
    reimbursements.....................          [___]%          .86%       1.20%         1.13%         .95%(g)
   Expenses, before waivers and
    reimbursements.....................          [___]%         1.09%       1.28%         1.41%        2.65%(g)
   Net investment income (loss)(a).....          [___]%          .96%        .34%         1.04%        1.99%(g)
Portfolio turnover rate................          [___]%           30%         21%           28%          12%

------------
See footnotes on pages [___] and [___].









                                                              AllianceBernstein Value Portfolio


                                                                                                     July 22,
                                                                                                    2002(h) To
                                                                Year Ended December 31,              December 31
                                                          2005           2004(i)          2003           2002
                                                     -----------     -----------    -----------     -----------

                                                                                          
Net asset value, beginning of period.............    $     12.63      $   11.20      $    8.76        $  8.00
                                                     -----------     -----------    -----------     -----------

Income From Investment Operations
Net investment income (loss)(a)(c)...............          [___]            .25            .16            .07
Net realized and unrealized gain on investment
  transactions...................................          [___]           1.18           2.36            .69
                                                     -----------     -----------    -----------     -----------

Net increase in net asset value from operations..          [___]           1.43           2.52            .76
                                                     -----------     -----------    -----------     -----------

Less: Dividends and Distributions
Dividends from net investment income.............          [___]            -0-           (.08)            -0-
                                                     -----------     -----------    -----------     -----------

Net asset value, end of period...................    $     [___]      $   12.63      $   11.20        $  8.76
                                                     ===========     ==========     ===========     ============

Total Return
Total investment return based on net asset
  value(b).......................................          [___]%         12.77%         28.94%          9.50%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)........    $   [_____]      $   5,699      $     239        $   187
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements...          [___]%           .79%(g)        .99%          1.20%(g)
   Expenses, before waivers and reimbursements...          [___]%           .98%(g)       1.06%          2.28%(g)
   Net investment income(a)......................          [___]%          2.02%(g)       1.51%          4.22%(g)
Portfolio turnover rate..........................          [___]%            27%            27%            12%







                                                    AllianceBernstein U.S. Large Cap Blended Style Portfolio

                                                                                                          June 6,
                                                                             Year Ended December 31,     2002(h) to
                                                                                                        December 31,
                                                                                2005           2004        2003
                                                                           ---------       ---------     -------
                                                                                               
Net asset value, beginning of period...................................    $   11.98       $   10.96    $  10.00
                                                                           ---------       ---------     -------

Income From Investment Operations
Net investment income (loss)(a)(c).....................................        [___]             .06         .03
Net realized and unrealized gain on investment transactions............        [___]             .97         .93
                                                                           ---------       ---------     -------
Net increase in net asset value from operations........................        [___]            1.03         .96
                                                                           ---------       ---------     -------

Less: Dividends
Dividends from net investment income...................................        [___]            (.01)         -0-
                                                                           ---------       ---------     -------
Net asset value, end of period.........................................    $   [___]       $   11.98    $  10.96
                                                                           ==========      =========     =======

Total Return
Total investment return based on net asset value(b)....................       [____]%           9.43%       9.60%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)..............................    $  [____]       $   1,200    $  1,090
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements.........................        [____]%          1.20%       1.20%(g)
   Expenses, before waivers and reimbursements.........................        [____]%          2.67%       6.65%(g)
   Net investment income(a)............................................        [____]%           .55%        .45%(g)
Portfolio turnover rate................................................        [____]%            42%         13%

------------
See footnotes on pages [___] and [___].








            AllianceBernstein Wealth Appreciation Strategy Portfolio

                                                                                                         July 1,
                                                                                        Year Ended      2004(f) to
                                                                                       December 31,     December 31,
                                                                                           2005           2004
                                                                                      -------------     ---------

                                                                                                  
Net asset value, beginning of period................................................  $    10.69        $   10.00

Income From Investment Operations
Net investment income (loss)(a)(c)..................................................      [___ ]              .01
Net realized and unrealized loss on investment transactions and foreign
  currency transactions.............................................................      [___]               .68
                                                                                      ---------         ---------
Net increase in net asset value from operations.....................................      [___]               .69
                                                                                      ---------         ---------

Less: Dividends
Dividends from net investment income                                                      [___]                -0-
                                                                                      ---------         ----------
Net asset value, end of period                                                        $   [___]         $   10.69
                                                                                      ==========        =========

Total Return
Total investment return based on net asset value(b).................................      [____]%            6.90%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)...........................................  $   [_____]       $   5,877
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements......................................       [____]%           1.20%(g)
   Expenses, before waivers and reimbursements......................................       [____]%           4.33%(g)
   Net investment income (loss)(a)..................................................       [____]%            .25%(g)
Portfolio turnover rate.............................................................       [____]%             14%







              AllianceBernstein Balanced Wealth Strategy Portfolio

                                                                                                          July 1,
                                                                                        Year Ended       2004(f) to
                                                                                       December 31,      December 31,
                                                                                           2005            2004
                                                                                      -------------     ---------

                                                                                                  
Net asset value, beginning of period................................................  $    10.69        $   10.00

Income From Investment Operations
Net investment income (loss)(a)(c)..................................................      [___]               .07
Net realized and unrealized loss on investment transactions and foreign
  currency transactions.............................................................      [___]               .62
                                                                                      ---------         ---------
Net increase in net asset value from operations.....................................      [___]               .69
                                                                                      ---------         ---------

Less: Dividends
Dividends from net investment income                                                      [___]                -0-
                                                                                      ---------         ----------
Net asset value, end of period                                                        $   [___]         $   10.69
                                                                                      ==========        =========

Total Return
Total investment return based on net asset value(b).................................       [____]%            6.90%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)...........................................  $   [_____]       $   9,089
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements......................................       [____]%           1.20%(g)
   Expenses, before waivers and reimbursements......................................       [____]%           2.87%(g)
   Net investment income (loss)(a)..................................................       [____]%           1.36%(g)
Portfolio turnover rate.............................................................       [____]%             44%








                                   AllianceBernstein Global Research Growth Portfolio

                                                                                                           [________],
                                                                                        Year Ended      2004[(f)][(h)] to
                                                                                       December 31,      December 31,
                                                                                           2005              2004
                                                                                      -------------     -------------

                                                                                                  
Net asset value, beginning of period................................................  $   [_____]       $   [_____]

Income From Investment Operations
Net investment income (loss)(a)(c)..................................................      [___]             [___]
Net realized and unrealized loss on investment transactions and foreign
  currency transactions.............................................................      [___]             [___]
                                                                                      ---------         ---------
Net increase in net asset value from operations.....................................      [___]             [___]
                                                                                      ---------         ---------

Less: Dividends
Dividends from net investment income                                                      [___]             [___]
                                                                                      ---------         ---------
Net asset value, end of period                                                        $   [___]         $   [___]
                                                                                      ==========        ==========

Total Return
Total investment return based on net asset value(b).................................     [____]%           [____]%

Ratios/Supplemental Data
Net assets, end of period (000's omitted)...........................................  $   [_____]       $   [_____]
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements......................................       [____]%           [____]%
   Expenses, before waivers and reimbursements......................................       [____]%           [____]%
   Net investment income (loss)(a)..................................................       [____]%           [____]%
Portfolio turnover rate.............................................................       [____]%           [____]%



----------
Footnotes:
(a)  Net of expenses reimbursed or waived by the Adviser.

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

(c)  Based on average shares outstanding.

(d)  As required, effective January 1, 2001, the Portfolio has adopted the
     provisions of the AICPA Audit and Accounting Guide, Audits of Investment
     Companies, and began amortizing premium on debt securities for financial
     statement reporting purposes only. For the year ended December 31, 2001,
     the effect of this change to Class A shares was as follows for the
     Portfolios included below:




                                                                       Increase (Decrease)
                                                                      in Net Realized
                                                     Decrease in       and Unrealized          Decrease in Ratio of Net Investment
                                                   Net Investment       Gain (Loss) on           Income to Average Net Assets:
                                                 Income per Share    Investments per Share          from:               to:
                                               -------------------   ----------------------    ----------------   -----------------
                                                                                                           
AllianceBernstein Total Return.................             ($0.02)     $              0.02          2.61%              2.50%
AllianceBernstein Globa Bond...................             ($0.04)     $              0.04          3.67%              3.28%
AllianceBernstein High Yield...................   (less than $0.01)        (less than $0.01)         8.14%              8.08%
AllianceBernstein Global Dollar................             ($0.01)                  ($0.01)        10.65%             10.63%
AllianceBernstein Americas Government Income...             ($0.04)     $              0.04          7.61%              7.35%
AllianceBernstein U.S. Government/High Grade...             ($0.03)     $              0.03          5.11%              4.86%


(e)  As of November 1, 2003, the Portfolio has adopted the method of accounting
     for interim payments on swap contracts in accordance with Financial
     Accounting Standards Board Statement No. 133. These interim payments are
     reflected within net realized and unrealized gain (loss) on swap contracts;
     however, prior to November 1, 2003, these interim payments were reflected
     within interest income/expense on the statement of operations. The effect
     of this change for the year ended December 31, 2004, was to decrease net
     investment income per share by $.02 and increase net realized and
     unrealized gain (loss) on investment transactions per share by $.02.
     Consequently, the ratios of net investment income to average net assets
     were decreased by 0.17%.

(f)  Commencement of operations.

(g)  Annualized.

(h)  Commencement of distribution.

(i)  There were no shares outstanding for the period May 11, 2004 through
     October 3, 2004.



APPENDIX A

BOND RATINGS

Moody's Investors Service, Inc.

Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues. Aa--Bonds which are rated Aa
are judged to be of high quality by all standards. Together with the Aaa group
they comprise what are generally known as high grade bonds. They are rated lower
than the best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks appear
somewhat larger than the Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

Baa--Bonds which are rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well-assured. Often
the protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Absence of Rating--When no rating has been assigned or where a rating has been
suspended or withdrawn, it may be for reasons unrelated to the quality of the
issue. Should no rating be assigned, the reason may be one of the following:

1.   An application for rating was not received or accepted.

2.   The issue or issuer belongs to a group of securities or companies that are
     unrated as a matter of policy.

3.   There is a lack of essential data pertaining to the issue or issuer.

4.   The issue was privately placed, in which case the rating is not published
     in Moody's publications. Suspension or withdrawal may occur if new and
     material circumstances arise, the effects of which preclude satisfactory
     analysis; if there is no longer available reasonable up-to-date data to
     permit a judgment to be formed; if a bond is called for redemption; or for
     other reasons.

Note--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

Standard & Poor's Ratings Services

AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB normally exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

BB, B, CCC, CC, C--Debt rated BB, B, CCC, CC or C is regarded as having
significant speculative characteristics. BB indicates the lowest degree of
speculation and C the highest. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
exposures to adverse conditions.

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt.
However, it faces major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to an inadequate capacity to
pay interest and repay principal.

B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there
is capacity to pay interest and repay principal. Adverse business, financial or
economic conditions will likely impair the capacity or willingness to pay
principal or repay interest.

CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent upon
favorable business, financial and economic conditions to pay interest and repay
principal. In the event of adverse business, financial or economic conditions,
there is not likely to be capacity to pay interest or repay principal.

CC--Debt rated CC is currently highly vulnerable to nonpayment.

C--The C rating may be used to cover a situation where a bankruptcy petition
has been filed or similar action has been taken, but payments are being
continued.

D--The D rating, unlike other ratings, is not prospective; rather, it is used
only where a default has actually occurred.

Plus (+) or Minus (-) -- The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

NR--Not rated.

Fitch Ratings

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C -- Bonds are in imminent default in payment of interest or principal.

DDD, DD, D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA, DDD, DD or D categories.

NR--Indicates that Fitch does not rate the specific issue.



APPENDIX B

GENERAL INFORMATION ABOUT THE UNITED KINGDOM, JAPAN, CANADA, MEXICO AND BRAZIL

General Information About the United Kingdom

     Investment in securities of United Kingdom issuers involves certain
considerations not present with investment in securities of U.S. issuers. As
with any investment not denominated in the U.S. Dollar, the U.S. Dollar value of
the Portfolio's investment denominated in the British pound sterling will
fluctuate with pound sterling-dollar exchange rate movements. Between 1972, when
the pound sterling was allowed to float against other currencies, and the end of
1992, the pound sterling generally depreciated against most major currencies,
including the U.S. Dollar. Between September and December 1992, after the United
Kingdom's exit from the Exchange Rate Mechanism of the European Monetary System,
the value of the pound sterling fell by almost 20% against the U.S. Dollar. The
pound sterling has since recovered due to interest rate cuts throughout Europe
and an upturn in the economy of the United Kingdom. The average exchange rate of
the U.S. Dollar to the pound sterling was 1.50 in 1993 and 1.83 in 2004.

     The United Kingdom's largest stock exchange is the London Stock Exchange,
which is the third largest exchange in the world. As measured by the FT-SE 100
index, the performance of the 100 largest companies in the United Kingdom
reached a record high of 6930.2 at the end of 1999. The FT-SE 100 index closed
at 4814.3 at the end of 2004.

     The Economic and Monetary Union ("EMU") became fully implemented on
February 28, 2002, when a common currency (the Euro) became the exclusive
currency for European countries that meet the eligibility criteria and choose to
participate. Although the United Kingdom meets the eligibility criteria, the
government has not taken any action to join the EMU.

     From 1979 until 1997 the Conservative Party controlled Parliament. In the
May 1, 1997 general elections, however, the Labour Party, led by Tony Blair, won
a majority in Parliament, gaining 418 of 659 seats in the House of Commons. Mr.
Blair, who was appointed Prime Minister, launched a number of reform
initiatives, including an overhaul of the monetary policy framework intended to
protect monetary policy from political forces by vesting responsibility for
setting interest rates in a new Monetary Policy Committee headed by the Governor
of the Bank of England, as opposed to the Treasury. Prime Minister Blair also
undertook a comprehensive restructuring of the regulation of the financial
services industry. The Labour Party was re-elected on June 7, 2001 and now holds
408 of the 659 seats in the House of Commons.

General Information About Japan

     Investment in securities of Japanese issuers involves certain
considerations not present with investment in securities of U.S. issuers. As
with any investment not denominated in the U.S. Dollar, the U.S. Dollar value of
each Portfolio's investments denominated in the Japanese Yen will fluctuate with
Yen-Dollar exchange rate movements. Between 1985 and 1995, the Japanese Yen
generally appreciated against the U.S. Dollar. Since 1995, there have been
periods during which the Japanese Yen has generally depreciated, and periods
during which it has generally appreciated, against the U.S. Dollar. The Japanese
government has in the past intervened in the currency markets to moderate the
Yen's appreciation during periods of high volatility. There is no assurance that
the government will do so in the future.

     Japan's largest stock exchange is the Tokyo Stock Exchange, the First
Section of which is reserved for larger, established companies. As measured by
the TOPIX, a capitalization-weighted composite index of all common stocks listed
in the First Section, the performance of the First Section reached a peak in
1989. The TOPIX continued to decline each year thereafter, with the exception of
1999, until 2003, when it closed at 1043.69 at year-end, up approximately 25%
from the end of 2002. The TOPIX closed at 1149.63 at the end of 2004.

     Since the early 1980s, Japan has consistently recorded large current
account trade surpluses with the U.S. that have caused difficulties in the
relations between the two countries. On October 1, 1994, the U.S. and Japan
reached an agreement that was expected to lead to more open Japanese markets
with respect to trade in certain goods and services. Since then, the two
countries have agreed in principle to increase Japanese imports of American
automobiles and automotive parts, as well as other goods and services.
Nevertheless, the surpluses have persisted and it is expected that continuing
friction between the U.S. and Japan with respect to trade issues will continue
for the foreseeable future.

     Each Portfolio's investments in Japanese issuers will be subject to
uncertainty resulting from the instability of recent Japanese ruling coalitions.
From 1955 to 1993, Japan's government was controlled by a single political
party, the conservative Liberal Democratic party (the "LDP"). Since 1993, Japan
has been ruled by six different governments and ten prime ministers. While the
LDP remains Japan's largest party and continues to dominate Japanese politics,
the LDP has not always been able to gain the majority of either house of the
parliament and has had to form coalitions with other parties. The current Prime
Minister is Junichiro Koizumi, who was elected by the LDP in April 2001 to
replace Yoshiro Mori. Since the early 1990s, Japan's banking industry has been
weakened by a significant amount of problem loans. Following the insolvency of
one of Japan's largest banks in November 1997, the government proposed several
plans designed to strengthen the weakened banking sector. In October 1998, the
Japanese parliament approved several new laws that made $508 billion in public
funds available to increase the capital of Japanese banks, to guarantee
depositors' accounts and to nationalize the weakest banks. Although problems
remain, the condition of Japan's banking sector has begun to improve.

General Information About Canada

     Canada consists of a federation of ten Provinces and three federal
territories (which generally fall under federal authority) with a constitutional
division of powers between the federal and Provincial governments. The
Parliament of Canada has jurisdiction over all areas not assigned exclusively to
the Provincial legislatures, and has jurisdiction over such matters as the
federal public debt and property, the regulation of trade and commerce, currency
and coinage, banks and banking, national defense, the postal services,
navigation and shipping and unemployment insurance.

     The Canadian economy is based on the free enterprise system, with business
organizations ranging from small owner-operated businesses to large
multinational corporations. Manufacturing and resource industries are large
contributors to the country's economic output, but as in many other highly
developed countries, there has been a gradual shift from a largely
goods-producing economy to a predominantly service-based one. Agriculture and
other primary production play a small but key role in the economy. Canada is
also an exporter of energy to the United States in the form of natural gas (of
which Canada has substantial reserves) and hydroelectric power, and has
significant mineral resources.

     Canadian Dollars are fully exchangeable into U.S. Dollars without foreign
exchange controls or other legal restriction. Since the major developed-country
currencies were permitted to float freely against one another, the range of
fluctuation in the Canadian Dollar-U.S. Dollar exchange rate generally has been
narrower than the range of fluctuation between the U.S. Dollar and most other
major currencies. Since 1991, Canada generally has experienced a weakening of
its currency. The Canadian Dollar reached an all-time low of 1.6128 Canadian
Dollars per U.S. Dollar on January 18, 2002. On March 16, 2005, the Canadian
Dollar-U.S. Dollar exchange rate was 1.2038:1. The range of fluctuation that has
occurred in the past is not necessarily indicative of the range of fluctuation
that will occur in the future. Future rates of exchange cannot be accurately
predicted.

General Information About The United Mexican States

     The United Mexican States ("Mexico") is a nation formed by 31 states and a
Federal District (Mexico City). The Political Constitution of Mexico, which took
effect on May 1, 1917, established Mexico as a Federal Republic and provides for
the separation of executive, legislative and judicial branches. The President
and the members of the General Congress are elected by popular vote.

     Prior to 1994, when Mexico experienced an economic crisis that led to the
devaluation of the Peso in December 1994, the Mexican economy experienced
improvement in a number of areas, including growth in gross domestic product and
a substantial reduction in the rate of inflation and in the public sector
financial deficit. Much of the past improvement in the Mexican economy was due
to a series of economic policy initiatives intended to modernize and reform the
Mexican economy, control inflation, reduce the financial deficit, increase
public revenues through the reform of the tax system, establish a competitive
and stable currency exchange rate, liberalize trade restrictions and increase
investment and productivity, while reducing the government's role in the
economy. In this regard, the Mexican government launched a program for
privatizing certain state owned enterprises, developing and modernizing the
securities markets, increasing investment in the private sector and permitting
increased levels of foreign investment.

     In 1994, Mexico faced internal and external conditions that resulted in an
economic crisis that continues to affect the Mexican economy adversely. Growing
trade and current account deficits, which could no longer be financed by inflows
of foreign capital, were factors contributing to the crisis. A weakening economy
and unsettling political and social developments caused investors to lose
confidence in the Mexican economy. This resulted in a large decline in foreign
reserves followed by a sharp and rapid devaluation of the Mexican Peso. The
ensuing economic and financial crisis resulted in higher inflation and domestic
interest rates, a contraction in real gross domestic product and a liquidity
crisis.

     In response to the adverse economic conditions that developed at the end of
1994, the Mexican government instituted a new economic program; and the
government and the business and labor sectors of the economy entered into a new
accord in an effort to stabilize the economy and the financial markets. To help
relieve Mexico's liquidity crisis and restore financial stability to Mexico's
economy, the Mexican government also obtained financial assistance from the
United States, other countries and certain international agencies conditioned
upon the implementation and continuation of the economic reform program.

     In October 1995, and again in October 1996, the Mexican government
announced new accords designed to encourage economic growth and reduce
inflation. While it cannot be accurately predicted whether these accords will
continue to achieve their objectives, the Mexican economy has stabilized since
the economic crisis of 1994, and the high inflation and high interest rates that
continued to be a factor after 1994 have subsided as well. After declining for
five consecutive quarters beginning with the first quarter of 1995, Mexico's
gross domestic product began to grow in the second quarter of 1996. That growth
was sustained through 2000, resulting in increases of 5.1%, 6.8%, 4.9%, 3.8% and
6.9% in 1996, 1997, 1998, 1999, and 2000, respectively. After contracting by
0.3% in 2001, Mexico's gross domestic product grew by 0.7% in 2002 and 1.3% in
2003. In addition, inflation dropped from a 52% annual rate in 1995 to a 4.0%
annual rate in 2003. Mexico's economy is influenced by international economic
conditions, particularly those in the United States, and by world prices for oil
and other commodities. Reflecting Mexico's strengthened economy, S&P upgraded
Mexico's sovereign debt rating on February 7, 2002 to investment grade. Fitch
and Moody's took similar actions on January 22, 2002 and March 4, 2000,
respectively. The continuing recovery of the economy will require economic and
fiscal discipline as well as stable political and social conditions. In
addition, there is no assurance that Mexico's economic policy initiatives will
be successful or that the new President, who took office on December 1, 2000,
and succeeding administrations will continue these initiatives.

     Under economic policy initiatives implemented on and after December 1987,
the Mexican government introduced a series of schedules allowing for the gradual
devaluation of the Mexican Peso against the U.S. Dollar. These gradual
devaluations continued until December 1994. On December 22, 1994, the Mexican
government announced that it would permit the Peso to float freely against other
currencies, resulting in a precipitous decline against the U.S. Dollar. By
December 31, 1996, the Peso-Dollar exchange rate had decreased approximately 40%
from that on December 22, 1994. After dropping approximately 55% from 1994
through 1996, from 1997 through 1999 the Peso-Dollar exchange rate decreased
approximately 20%. There was relatively little change in the Peso-Dollar
exchange rate between 1999 and 2001, but beginning in 2002, the Peso-Dollar
exchange rate began to decrease. The average Peso-Dollar exchange rate in 2004
was approximately 20% lower than the average Peso-Dollar exchange rate in 2002.

     Mexico has in the past imposed strict foreign exchange controls. There is
no assurance that future regulatory actions in Mexico would not affect a
Portfolio's ability to obtain U.S. Dollars in exchange for Mexican Pesos. During
2000, there was relatively little change in the Peso-Dollar exchange rate.

General Information About Brazil

     The Federative Republic of Brazil ("Brazil") is a federal republic with 26
states and a federal district. Brazil's 1988 constitution grants broad powers to
the federal government, which consists of the executive, legislative and
judicial branches. Fifteen political parties are currently represented in
Congress. Because of mandatory revenue allocation to states and municipalities
provided for in the 1988 constitution, the governors and mayors of Brazil have
considerable powers.

     Brazil has vast agricultural resources, which are well diversified.
Agriculture accounts for 9% of Brazil's gross domestic product and about 40% of
Brazil's exports, and employs about 20% of the labor force. Brazil also has one
of the most advanced industrial sectors in Latin America, accounting for
one-third of Brazil's gross domestic product. Brazil's major industries include
automobiles and parts, other machinery and equipment, steel, textiles, shoes,
cement, lumber, iron ore, tin and petrochemicals. Brazil also has a diverse and
sophisticated services industry, with mail and telecommunications the largest,
followed by banking, energy, commerce and computing.

     Brazil's economy, which is Latin America's largest, is highly diversified,
with wide variations in levels of development. Most large industry is
concentrated in the south, with the northeast being the poorest region. In 2002,
the economy was under stress due to election uncertainties, a decrease in direct
foreign investment and the depreciation of Brazil's currency. Brazil has also
experienced a large level of public debt, but has benefited from a $30 billion
International Monetary Fund program. In addition, President Luiz Inacio Lula da
Silva, who was elected in 2002, has instituted strong fiscal and monetary
policies. Brazil recorded real gross domestic product growth of 1.7% in 2001 and
1.5% in 2002. Brazil's gross domestic product contracted by 0.2% in 2003. In the
first and second quarters of 2004, Brazil's gross domestic product grew by 2.7%
and 5.7%, respectively, compared to the same quarters of 2003.

     In the mid-1990s, Brazil embarked on a series of successful programs to
stabilize its economy and to address historically high inflation rates. Among
other things, these programs opened up the economy to greater private sector
participation, including foreign investors. Market opening and economic
stabilization have significantly enhanced Brazil's growth prospects.

     Brazil successfully shifted from an essentially fixed exchange rate regime
to a floating exchange rate regime in January 1999. Following the float in 1999,
Brazil's currency, the Real, fell approximately 50% but subsequently stabilized.
The Brazilian Real/U.S. Dollar exchange rate at the end of 2004 was R2.93,
compared to R3.08 at the end of 2003 and R2.92 at the end of 2002.



APPENDIX C

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between the Adviser and the NYAG requires the Fund to
include the following supplemental hypothetical investment information that
provides additional information calculated and presented in a manner different
from expense information found under "Fees and Expenses of the Portfolios" in
this Prospectus about the effect of a Portfolio's expenses, including investment
advisory fees and other Portfolio costs, on the Portfolio's returns over a
10-year period. Except as otherwise indicated, the chart shows the estimated
expenses that would be charged on a hypothetical investment of $10,000 in Class
A shares of the Portfolio assuming a 5% return each year. The chart also assumes
that the current annual expense ratio stays the same throughout the 10-year
period. The current annual expense ratio for each Portfolio is the same as
stated under "Fees and Expenses of the Portfolios." There are additional fees
and expenses associated with variable products. These fees can include mortality
and expense risk charges, administrative charges, and other charges that can
significantly affect expenses. These fees and expenses are not reflected in the
following expense information. Your actual expenses may be higher or lower.




                                            AllianceBernstein Money Market Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                                       AllianceBernstein Large Cap Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                                          AllianceBernstein Growth and Income Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                          AllianceBernstein U.S. Government/High Grade Securities Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                              AllianceBernstein High Yield Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                   AllianceBernstein Balanced Shares Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]







                              AllianceBernstein International Research Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                     AllianceBernstein Global Bond Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






             AllianceBernstein Americas Government Income Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






              AllianceBernstein Global Dollar Government Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                   AllianceBernstein Utility Income Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                       AllianceBernstein Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                AllianceBernstein International Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                  AllianceBernstein Global Technology Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                  AllianceBernstein Small Cap Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






               AllianceBernstein Real Estate Investment Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                 AllianceBernstein International Value Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                 AllianceBernstein Small/Mid Cap Value Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






                        AllianceBernstein Value Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






            AllianceBernstein U.S. Large Cap Blended Style Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]






            AllianceBernstein Wealth Appreciation Strategy Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]







              AllianceBernstein Balanced Wealth Strategy Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]







               AllianceBernstein Global Research Growth Portfolio
----------------------------------------------------------------------------------------------------------------------

                                     Hypothetical
                    Hypothetical      Performance       Investment                                   Hypothetical
Year                Investment         Earnings        After Returns     Hypothetical Expenses     Ending Investment
                                                                                      
1                 $ 10,000.00          $ 500.00       $ 10,500.00             $[_______]             $[_______]
2                   [_______]         [_______]         [_______]              [_______]              [_______]
3                   [_______]         [_______]         [_______]              [_______]              [_______]
4                   [_______]         [_______]         [_______]              [_______]              [_______]
5                   [_______]         [_______]         [_______]              [_______]              [_______]
6                   [_______]         [_______]         [_______]              [_______]              [_______]
7                   [_______]         [_______]         [_______]              [_______]              [_______]
8                   [_______]         [_______]         [_______]              [_______]              [_______]
9                   [_______]         [_______]         [_______]              [_______]              [_______]
10                  [_______]         [_______]         [_______]              [_______]              [_______]

Cumulative                           $[_______]                               $[_______]





For more information about the Portfolios, the following documents are available
upon request:

o        ANNUAL/SEMI-ANNUAL REPORTS TO CONTRACTHOLDERS

The Portfolios' annual and semi-annual reports to Contractholders contain
additional information on the Portfolios' investments. In the annual report, you
will find a discussion of the market conditions and investment strategies that
significantly affected a Portfolio's performance during its last fiscal year.

o        STATEMENT OF ADDITONAL INFORMATION (SAI)

The Fund has an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Fund's SAI
and the independent registered public accounting firm's report and financial
statements in each Portfolio's most recent annual report to Contractholders are
incorporated by reference into (and are legally part of) this Prospectus.

You may request a free copy of the current annual/semi-annual report or the SAI,
or make inquiries concerning the Portfolios, by contacting your broker or other
financial intermediary, or by contacting the Adviser:

By Mail:                             AllianceBernstein Investor Services, Inc.
                                     P.O. Box 786003
                                     San Antonio, TX 78278-6003

By Phone:                            For Information: (800) 221-5672
                                     For Literature: (800) 227-4618

Or you may view or obtain these documents from the Commission:

o Call the Commission at 1-202-942-8090 for information on the operation of the
Public Reference Room.

o        Reports and other information about the Fund are available on the EDGAR
         Database on the Commission's Internet site at http://www.sec.gov

o        Copies of the information may be obtained, after paying a duplicating
         fee, by electronic request at publicinfo@sec.gov, or by writing the
         Commission's Public Reference Section, Washington DC 20549-0102

On the Internet: www.sec.gov

You also may find these documents and more information about the Adviser and the
Portfolios on the Internet at: www.alliancebernstein.com.

Portfolio                                                           SEC File No.
                                                                    811-05398
AllianceBernstein Money Market Portfolio                            811-05398
AllianceBernstein Large Cap Growth Portfolio                        811-05398
AllianceBernstein Growth and Income Portfolio                       811-05398
AllianceBernstein U.S. Government/High Grade Securities Portfolio   811-05398
AllianceBernstein High Yield Portfolio                              811-05398
AllianceBernstein Balanced Shares Portfolio                         811-05398
AllianceBernstein International Research Growth Portfolio           811-05398
AllianceBernstein Global Bond Portfolio                             811-05398
AllianceBernstein Americas Government Income Portfolio              811-05398
AllianceBernstein Global Dollar Government Portfolio                811-05398
AllianceBernstein Utility Income Portfolio                          811-05398
AllianceBernstein Growth Portfolio                                  811-05398
AllianceBernstein International Growth Portfolio                    811-05398
AllianceBernstein Global Technology Portfolio                       811-05398
AllianceBernstein Small Cap Growth Portfolio                        811-05398
AllianceBernstein Real Estate Investment Portfolio                  811-05398
AllianceBernstein International Value Portfolio                     811-05398
AllianceBernstein Small/Mid Cap Value Portfolio                     811-05398
AllianceBernstein Value Portfolio                                   811-05398
AllianceBernstein U.S. Large Cap Blended Style Portfolio            811-05398
AllianceBernstein Wealth Appreciation Strategy Portfolio            811-05398
AllianceBernstein Balanced Wealth Strategy Portfolio                811-05398
AllianceBernstein Global Research Growth Portfolio                  811-05398





       ------------------------------------------------------------------
        Privacy Notice (This information is not part of the Prospectus.)

        AllianceBernstein L.P., the AllianceBernstein Family of Funds and
        AllianceBernstein Investments, Inc. (collectively, "AllianceBernstein"
        or "we") understand the importance of maintaining the confidentiality
        of our customers' nonpublic personal information. In order to provide
        financial products and services to our customers efficiently and
        accurately, we may collect nonpublic personal information about our
        customers from the following sources: (1) information we receive from
        account documentation, including applications or other forms (which
        may include information such as a customer's name, address, social
        security number, assets and income) and (2) information about our
        customers' transactions with us, our affiliates and others (including
        information such as a customer's account balances and account
        activity).

        It is our policy not to disclose nonpublic personal information
        about our customers (or former customers) except to our
        affiliates, or to others as permitted or required by law. From
        time to time, AllianceBernstein may disclose nonpublic personal
        information that we collect about our customers (or former
        customers), as described above, to non-affiliated third party
        providers, including those that perform processing or servicing
        functions and those that provide marketing services for us or on
        our behalf pursuant to a joint marketing agreement that requires
        the third party provider to adhere to AllianceBernstein's privacy
        policy. We have policies and procedures to safeguard nonpublic
        personal information about our customers (or former customers)
        which include: (1) restricting access to such nonpublic personal
        information and (2) maintaining physical, electronic and
        procedural safeguards that comply with federal standards to
        safeguard such nonpublic personal information.

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

00250.0292.647536v3





[LOGO]                                       ALLIANCEBERNSTEIN VARIABLE PRODUCTS
                                                  SERIES FUND, INC.

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

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

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

                       STATEMENT OF ADDITIONAL INFORMATION
                                   May 1, 2006

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

          This Statement of Additional Information ("SAI") is not a prospectus
but supplements and should be read in conjunction with the current prospectuses
dated May 2, 2005 for AllianceBernstein Variable Products Series Fund, Inc. (the
"Fund") that offer Class A shares and Class B shares of the Fund (each a
"Prospectus," and together, the "Prospectuses"). Financial statements for each
Portfolio of the Fund for the year ended December 31, 2005 are included in the
Portfolio's annual report to shareholders and are incorporated into this SAI by
reference. Copies of the Prospectuses of the Portfolios and the annual reports
for the Portfolios of the Fund may be obtained by contacting AllianceBernstein
Investor Services, Inc. ("ABIS") at the address or telephone number shown above.

                                TABLE OF CONTENTS

                                                                            PAGE

Introduction.................................................................
Investment Policies and Restrictions.........................................
AllianceBernstein Money Market Portfolio.....................................
AllianceBernstein Large Cap Growth Portfolio.................................
AllianceBernstein Growth and Income Portfolio................................
AllianceBernstein U.S. Government/High Grade
     Securities Portfolio....................................................
AllianceBernstein High Yield Portfolio.......................................
AllianceBernstein Balanced Shares Portfolio..................................
AllianceBernstein International Research Growth Portfolio....................
AllianceBernstein Global Bond Portfolio......................................
AllianceBernstein Americas Government Income Portfolio.......................
AllianceBernstein Global Dollar Government Portfolio.........................
AllianceBernstein Utility Income Portfolio...................................
AllianceBernstein Growth Portfolio...........................................
AllianceBernstein International Growth Portfolio.............................
AllianceBernstein Global Technology Portfolio................................
AllianceBernstein Small Cap Growth Portfolio.................................
AllianceBernstein Real Estate Investment Portfolio...........................
AllianceBernstein International Value Portfolio..............................
AllianceBernstein Small/Mid Cap Value Portfolio..............................
AllianceBernstein Value Portfolio............................................
AllianceBernstein U.S. Large Cap Blended Style Portfolio.....................
AllianceBernstein Wealth Appreciation Strategy Portfolio.....................
AllianceBernstein Balanced Wealth Strategy Portfolio.........................
AllianceBernstein Global Research Growth Portfolio...........................
Description of Investment Practices and
     Other Investment Policies...............................................
Management of the Fund.......................................................
Purchase and Redemption of Shares............................................
Net Asset Value..............................................................
Portfolio Transactions.......................................................
Dividends, Distributions and Taxes...........................................
General Information..........................................................
Financial Statements and Report of Independent Registered
     Public Accounting Firm..................................................
Appendix A - Description of Obligations Issued
     or Guaranteed by U.S. Government Agencies
     or Instrumentalities....................................................A-1
Appendix B - Additional Information About the United Kingdom,
     Japan, Canada, Mexico and Brazil........................................B-1
Appendix C - Statement of Policies and Procedures............................
     For Voting Proxies......................................................C-1





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

                                  INTRODUCTION

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

          The Fund is an open-end series investment company designed to fund
variable annuity contracts and variable life insurance policies offered by the
separate accounts of certain life insurance companies. The Fund currently offers
an opportunity to choose among the separately managed pools of assets (the
"Portfolios") described in the Portfolios' Prospectuses, which have differing
investment objectives and policies. The Fund currently has twenty-three
Portfolios, all of which are described in this SAI.

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

                      INVESTMENT POLICIES AND RESTRICTIONS

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          The following investment policies and restrictions supplement, and
should be read in conjunction with, the information regarding the investment
objectives, policies and restrictions of each Portfolio set forth in the
Prospectuses. Except as noted below, the investment policies described below are
not fundamental and may be changed by the Board of Directors of the Fund without
shareholder approval for the affected Portfolio; however, shareholders will be
notified prior to a material change in such policies. The term "shareholder
approval" generally means (1) the vote of 67% or more of the shares of that
Portfolio represented at a meeting at which more than 50% of the outstanding
shares are represented or (2) more than 50% of the outstanding shares of that
Portfolio, whichever is less.

          Whenever any investment policy or restriction states a minimum or
maximum percentage of a Portfolio's assets which may be invested in any security
or other asset, it is intended that such minimum or maximum percentage
limitation be determined immediately after and as a result of such Portfolio's
acquisition of such security or other asset. Accordingly, any later increase or
decrease in percentage beyond the specified limitations resulting from a change
in value or net assets will not be considered a violation.

          For a general description of each Portfolio's investment policies, see
the Portfolio's Prospectuses.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO

          General. The Portfolio may make the following investments diversified
by maturities and issuers:

          1. Marketable obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities. These include issues of the U.S.
Treasury, such as bills, certificates of indebtedness, notes and bonds, and
issues of agencies and instrumentalities established under the authority of an
act of Congress. The latter issues include, but are not limited to, obligations
of the Bank for Cooperatives, Federal Financing Bank, Federal Home Loan Bank,
Federal Intermediate Credit Banks, Federal Land Banks, Federal National Mortgage
Association and Tennessee Valley Authority. Some of the securities are supported
by the full faith and credit of the U.S. Treasury, others are supported by the
right of the issuer to borrow from the U.S. Treasury, and still others are
supported only by the credit of the agency or instrumentality.

          2. Certificates of deposit, bankers' acceptances and interest-bearing
savings deposits issued or guaranteed by banks or savings and loan associations
having total assets of more than $1 billion and which are members of the Federal
Deposit Insurance Corporation.

          3. Commercial paper, including variable amount master demand notes, of
prime quality rated A-1+ or A-1 by Standard & Poor's Corporation ("S&P"),
Prime-1 by Moody's Investors Service, Inc. ("Moody's") or F1 by Fitch Ratings
("Fitch") or, if not rated, issued by domestic and foreign companies which have
an outstanding debt issue rated AAA or AA (including AA+ and AA-) by S&P or
Fitch, or Aaa or Aa (including Aa1, Aa2 and Aa3) by Moody's. For a description
of such ratings see Appendix A to the Portfolio's Prospectuses.


          4. Repurchase agreements are collateralized fully as that term is
defined in Rule 2a-7 under the Investment Company Act of 1940, as amended (the
"1940 Act"). Repurchase agreements may be entered into with member banks of the
Federal Reserve System or primary dealers (as designated by the Federal Reserve
Bank of New York) in U.S. Government securities or the Fund's custodian. It is
the Portfolio's current practice, which may be changed at any time without
shareholder approval, to enter into repurchase agreements only with such primary
dealers or the Fund's custodian. While the maturities of the underlying
collateral may exceed one year, the term of the repurchase agreement is always
less than one year.

          For additional information regarding certificates of deposit, bankers'
acceptances, bank time deposits, commercial paper, variable notes and repurchase
agreements, see "Description of Investment Practices and Other Investment
Policies," below.

          Reverse Repurchase Agreements. The Portfolio may enter into reverse
repurchase agreements, which involve the sale of money market securities held by
the Portfolio with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment. The Fund's custodian will place cash not
available for investment or securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities ("U.S. Government Securities") or
other liquid high-quality debt securities in a separate account of the Fund
having a value equal to the aggregate amount of the Portfolio's commitments in
reverse repurchase agreements.

          Liquid Restricted Securities. The Portfolio may purchase restricted
securities eligible for resale under Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act") that are determined by AllianceBernstein L.P.
(the "Adviser") to be liquid in accordance with procedures adopted by the
Directors. Restricted securities are securities subject to contractual or legal
restrictions on resale, such as those arising from an issuer's reliance upon
certain exemptions from registration under the Securities Act. See "Description
of Investment Practices and Other Investment Policies - Illiquid Securities,"
below, for additional information on restricted securities.

          Money Market Requirements. While there are many kinds of short-term
securities used by money market investors, the Portfolio, in keeping with its
primary investment objective of safety of principal, restricts its portfolio to
the types of investments listed above. The Portfolio does not invest in issues
of savings and loan associations, letters of credit, or issues of foreign banks.
The Portfolio may make investments in certificates of deposit issued by, and
time deposits maintained at, foreign branches of domestic banks specified above,
prime quality dollar-denominated commercial paper issued by foreign companies
meeting the rating criteria specified above, and in certificates of deposit and
bankers' acceptances denominated in U.S. dollars that are issued by U.S.
branches of foreign banks having total assets of at least $1 billion that are
believed by the Adviser to be of quality equivalent to that of other such
investments in which the Portfolio may invest. To the extent that the Portfolio
invests in such instruments, consideration is given to their domestic
marketability, the lower reserve requirements generally mandated for overseas
banking operations, the possible impact of interruptions in the flow of
international currency transactions, potential political and social instability
or expropriation, imposition of foreign taxes, less government supervision of
issuers, difficulty in enforcing contractual obligations and lack of uniform
accounting standards. As even the safest of securities involve some risk, there
can be no assurance, as is true with all investment companies, that the
Portfolio's objective will be achieved. The market value of the Portfolio's
investments tends to decrease during periods of rising interest rates and to
increase during intervals of falling rates.

          The Portfolio intends to comply with Rule 2a-7 as amended from time to
time, including the diversification, quality and maturity conditions imposed by
the Rule. Accordingly, in any case in which there is a variation between the
conditions imposed by the Rule and the Portfolio's investment policies and
restrictions, the Portfolio will be governed by the more restrictive of the two
requirements.

          Currently, pursuant to Rule 2a-7, the Portfolio may invest only in
U.S. denominated "Eligible Securities," (as that term is defined in the Rule)
that have been determined by the Adviser to present minimal credit risks
pursuant to procedures approved by the Board of Directors. Generally, an
eligible security is a security that (i) has a remaining maturity of 397 days or
less and (ii) is rated, or is issued by an issuer with short-term debt
outstanding that is rated, in one of the two highest rating categories by two
nationally recognized statistical rating organizations ("NRSROs") or, if only
one NRSRO has issued a rating, by that NRSRO. A security that originally had a
maturity of greater than 397 days is an eligible security if the issuer has
outstanding short-term debt that would be an eligible security. Unrated
securities may also be eligible securities if the Adviser determines that they
are of comparable quality to a rated eligible security pursuant to guidelines
approved by the Board of Directors. A description of the ratings of some NRSROs
appears in Appendix A to the Portfolio's Prospectuses.

          Under Rule 2a-7, the Portfolio may not invest more than 5% of its
assets in the first tier securities of any one issuer other than the United
States Government, its agencies and instrumentalities. Generally, a first tier
security is an Eligible Security that has received a short-term rating from the
requisite NRSROs in the highest short-term rating category for debt obligations,
or is an unrated security deemed to be of comparable quality. U.S. Government
Securities are also considered to be first tier securities. In addition, the
Portfolio may not invest in a security that has received, or is deemed
comparable in quality to a security that has received, the second highest rating
by the requisite number of NRSROs (a second tier security) if immediately after
the acquisition thereof that Portfolio would have invested more than (A) the
greater of 1% of its total assets or one million dollars in securities issued by
that issuer which are second tier securities, or (B) 5% of its total assets in
second tier securities.

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO

          Special Situations. The Portfolio may invest in special situations
from time to time. For a general discussion on special situations, see
"Description of Investment Practices and Other Investment Policies," below.

          Short Sales. The Portfolio may not sell securities short, except that
it may make short sales against the box. For a general discussion of short
sales, see "Description of Investment Practices and Other Investment Policies,"
below.

          Convertible Securities. The Portfolio may invest in convertible
securities of issuers whose common stocks are eligible for purchase by the
Portfolio under the investment policies described above. For a general
discussion on convertible securities, see "Description of Investment Practices
and Other Investment Policies," below.


          Options. The Portfolio may write call options and may purchase and
sell put and call options written by others, combinations thereof, or similar
options.



          For further information about options, see "Description of Investment
Practices and Other Investment Policies," below.


          Foreign Securities. The Portfolio may invest in foreign securities.
See "Description of Investment Practices and Other Investment Policies," below,
for a general discussion on investments in foreign securities, including risks.


          Options on Foreign Currencies. The Portfolio may invest in options on
foreign currencies. For a general discussion on options on foreign currencies,
see "Description of Investment Practices and Other Investment Policies," below.
For additional information on the use, risks and costs of options on foreign
currencies.


          Rights and Warrants. The Portfolio may invest in warrants. For a
general discussion on warrants, see "Description of Investment Practices and
Other Investment Policies -- Rights and Warrants," below.


ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO

          General. The Portfolio may invest whenever the economic outlook is
unfavorable for common stock investments in other types of securities, such as
bonds, convertible bonds, preferred stocks and convertible preferred stocks. The
Portfolio engages primarily in holding securities for investment and not for
trading purposes. Purchases and sales of portfolio securities are made at such
times and in such amounts as are deemed advisable in the light of market,
economic and other conditions, irrespective of the volume of portfolio turnover.

          The Portfolio may invest in foreign securities.



          Options. The Portfolio may write covered call options, provided that
the option is listed on a domestic securities exchange. The Portfolio will
purchase call options only to close out a position in an option written by it.
In order to close out a position, the Portfolio will make a closing purchase
transaction if such is available. For a discussion of options, see "Description
of Investment Practices and Other Investment Policies," below.


ALLIANCEBERNSTEIN U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO

          U.S. Government Securities. The Portfolio may invest in U.S. Treasury
obligations, U.S. Treasury bills, U.S. Treasury bonds, and obligations issued or
guaranteed by U.S. Government agencies or instrumentalities, including U.S.
Government guaranteed mortgage-related securities, such as GNMA Certificates,
FHML securities, FNMA securities and zero coupon Treasury securities. For a
general discussion on these types of U.S. Government Securities, see
"Description of Investment Practices and Other Investment Policies," below.

          Repurchase Agreements. The Portfolio may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the
Federal Reserve System or primary dealers (as designated by the Federal Reserve
Bank of New York) in such securities. Currently the Portfolio plans to enter
into repurchase agreements only with the Fund's custodian and such primary
dealers. For a general discussion of repurchase agreements, see "Description of
Investment Practices and Other Investment Policies," below.

          General. U.S. Government Securities do not generally involve the
credit risks associated with other types of interest bearing securities. As a
result, the yields available from U.S. Government Securities are generally lower
than the yields available from other interest-bearing securities. Like other
fixed-income securities, however, the values of U.S. Government Securities
change as interest rates fluctuate. When interest rates decline, the values of
U.S. Government Securities can be expected to increase and when interest rates
rise, the values of U.S. Government Securities can be expected to decrease.

          High Grade Debt Securities. High grade debt securities include:

          1. debt securities which are rated AAA, AA (including AA+ and AA-), or
A (including A+ and A-) by S&P or Fitch or Aaa, Aa (including Aa1, Aa2 and Aa3)
or A (including A1, A2 and A3) by Moody's;

          2. obligations of, or guaranteed by, national or state bank holding
companies, which obligations, although not rated as a matter of policy by either
S&P or Moody's, are rated AAA, AA (including AA+ and AA-) or A (including A+ and
A-) by Fitch;

          3. commercial paper rated A-1+, A-1, A-2 or A-3 by S&P, F1, F2 or F3
by Fitch or Prime-1, Prime-2 or Prime-3 by Moody's; and

          4. bankers' acceptances or negotiable certificates of deposit issued
by banks rated AAA, AA (including AA+ and AA-) or A (including A+ and A-) by
Fitch.

          Investment in High Grade Debt Securities. With respect to the
Portfolio's investment in high grade debt securities, the Portfolio does not
acquire common stocks or equities exchangeable for or convertible into common
stock or rights or warrants to subscribe for or purchase common stock, except
that with respect to convertible debt securities, the Portfolio may acquire
common stock through the exercise of conversion rights in situations where it
believes such exercise is in the best interest of the Portfolio and its
shareholders. In such event, the Portfolio will sell the common stock resulting
from such conversion as soon as practical. The relative size of the Portfolio's
investments in any grade or type of security will vary from time to time.
Critical factors that are considered in the selection of securities relate to
other investment alternatives as well as trends in the determinants of interest
rates, corporate profits and management capabilities and practices.


          Other Securities. While the Portfolio's investment strategy emphasizes
U.S. Government Securities and high grade debt securities, the Portfolio may,
consistent with its investment objectives, invest up to 20% of its net assets in
securities other than U.S. Government Securities and high grade debt securities,
including (i) investment grade corporate debt securities of a type other than
the high grade debt securities described above (including collateralized
mortgage obligations), (ii) certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of banks having total assets of more than $1
billion and which are members of the Federal Deposit Insurance Corporation and
(iii) put and call options, futures contracts and options thereon. Investment
grade debt securities are those rated Baa or higher by Moody's or BBB or higher
by S&P or Fitch or, if not so rated, of equivalent investment quality in the
opinion of the Adviser. Securities rated Baa by Moody's or BBB by S&P or Fitch
normally provide higher yields but are considered to have speculative
characteristics. Sustained periods of deteriorating economic conditions or
rising interest rates are more likely to lead to a weakening in the issuers
capacity to pay interest and repay principal than in the case of higher-rated
securities. See Appendix A in the Portfolio's Prospectuses for a description of
corporate debt ratings.

          Collateralized Mortgage Obligations. Collateralized mortgage
obligations ("CMOs") are debt obligations issued generally by finance
subsidiaries or trusts that are secured by mortgage-backed certificates,
including, in many cases, GNMA Certificates, FHLMC Certificates and FNMA
Certificates, together with certain funds and other collateral. For additional
information about CMOs, see "Description of Investment Practices and Other
Investment Policies -- Mortgage-Related Securities," below.

          Options on U.S. Government Securities. In an effort to increase
current income and to reduce fluctuations in net asset value ("NAV"), the
Portfolio intends to write covered put and call options and purchase put and
call options on U.S. Government Securities that are traded on United States
securities exchanges and over the counter. The Portfolio may also write such
call options that are not covered for cross-hedging purposes. The Portfolio
intends to write call options for cross-hedging purposes. There are no specific
percentage limitations on the Portfolio's investments in options.

          For a general discussion of put and call options, see "Description of
Investment Practices and Other Investment Policies - Options," below.

          Futures Contracts and Options on Futures Contracts. The Portfolio may
enter into contracts for the purchase or sale for future delivery of
fixed-income securities or contracts based on financial indices including any
index of U.S. Government Securities (futures contracts) and may purchase and
write options to buy or sell futures contracts (options on futures contracts).
Options on futures contracts to be written or purchased by the Portfolio will be
traded on U.S. exchanges or over the counter. These investment techniques will
be used only to hedge against anticipated future changes in interest or exchange
rates which otherwise might either adversely affect the value of the Portfolio's
securities or adversely affect the prices of securities which the Portfolio
intends to purchase at a later date.


          For a general discussion of futures contracts and options on futures
contracts, including their risks, see "Description of Investment Practices and
Other Investment Policies," below.



          Forward Commitments and When-Issued Securities. The Portfolio may
enter into forward commitments for the purchase or sale of securities. Such
transactions may include purchases on a when-issued basis or purchases or sales
on a delayed delivery basisSee "Description of Investment Practices and Other
Investment Policies," below, for a general discussion on when-issued securities
and forward commitments.

          Interest Rate Transactions (Swaps, Caps and Floors). The Portfolio may
enter into interest rate swap, cap or floor transactions for hedging purposes.
The Portfolio will enter into interest rate swap, cap or floor transactions only
with counterparties who have credit ratings of at least A (or the equivalent)
from any one NRSRO or counterparties with guarantors with debt securities having
such a rating. The Adviser does not intend to use these transactions in a
speculative manner. For a general discussion on interest rate transactions,
including their risks, see "Description of Investment Practices and Other
Investment Policies," below.

ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

          General. As of December 31, 2005, the Portfolio's investments were
rated (or equivalent quality):


          o AAA      [___]%
          o A-1+     [___]%
          o BBB      [___]%
          o Ba or BB [___]%
          o B        [___]%
          o CCC      [___]%
          o CC       [___]%
          o C        [___]%
          o D        [___]%


          When the spreads between the yields derived from lower-rated
securities and those derived from higher-rated issues are relatively narrow, the
Portfolio may invest in the higher-rated issues since they may provide similar
yields with somewhat less risk. Fixed-income securities appropriate for the
Portfolio may include both convertible and non-convertible debt securities and
preferred stock.


          Fixed-Income Securities. The Portfolio may invest in fixed-income
securities. See "Description of Investment Practices and Other Investment
Policies," below, for a general discussion on fixed-income securities.

          Public Utilities. The Portfolio's investments in public utilities, if
any, may be subject to certain risks. Such utilities may have difficulty meeting
environmental standards and obtaining satisfactory fuel supplies at reasonable
costs. During an inflationary period, public utilities also face increasing
fuel, construction and other costs and may have difficulty realizing an adequate
return on invested capital. There is no assurance that regulatory authorities
will grant sufficient rate increases to cover expenses associated with the
foregoing difficulties as well as debt service requirements. In addition, with
respect to utilities engaged in nuclear power generation, there is the
possibility that federal, state or municipal governmental authorities may from
time to time impose additional regulations or take other governmental action
which might cause delays in the licensing, construction, or operation of nuclear
power plants, or suspension of operation of such plants which have been or are
being financed by proceeds of the fixed-income securities in the Portfolio.

          Mortgage-Related Securities. The Portfolio may invest in
mortgage-related securities. See "Description of Investment Practices and Other
Investment Policies," below, for a general discussion on mortgage-related
securities.


          Forward Commitments and When-Issued Securities. The Portfolio may
purchase or sell securities on a forward commitment basis and may purchase
securities offered on a when-issued basis. For a general description of forward
commitments and when-issued securities, see "Description of Investment Practices
and Other Investment Policies," below.

          The value of the Portfolio's commitments to purchase the securities of
any one issuer, together with the value of all securities of such issuer owned
by the Portfolio, may not exceed 5% of the value of the Portfolio's total assets
at the time the initial commitment to purchase such securities is made. Subject
to the foregoing restrictions, the Portfolio may purchase securities on such
basis without limit. An increase in the percentage of the Portfolio's assets
committed to the purchase of securities on a when, as and if issued basis may
increase the volatility of its NAV. The Adviser and the Directors of the Fund do
not believe that the NAV of the Portfolio will be adversely affected by its
purchase of securities on such basis.

          Futures Contracts and Options on Futures Contracts. The Portfolio may
invest in futures contracts and related options thereon. The Portfolio may sell
a futures contract or a call option thereon or purchase a put option on such
futures contract if the Adviser anticipates that interest rates will rise, as a
hedge against a decrease in the value of the Portfolio's securities. If the
Adviser anticipates that interest rates will decline, the Portfolio may purchase
a futures contract or a call option thereon to protect against an increase in
the price of the securities the Portfolio intends to purchase. These futures
contracts and related options thereon will be used only as a hedge against
anticipated interest rate changes. For a general discussion of futures contracts
and options on future contracts, including their risks, see "Description of
Investment Practices and Other Investment Policies," below.

          Currently, futures contracts can be purchased on debt securities such
as U.S. Treasury bills and bonds, U.S. Treasury notes with maturities between 6
l/2 years and 10 years, GNMA Certificates and bank certificates of deposit. The
Portfolio may invest in futures contracts covering these types of financial
instruments as well as in new types of such contracts that may become available.

          Put and Call Options. The Portfolio may purchase put and call options
written by others and write put and call options covering the types of
securities in which the Portfolio may invest. For a description of put and call
options, including their risks, see "Description of Investment Practices and
Other Investment Policies -- Options," below.

          Foreign Securities. The Portfolio may purchase foreign securities
provided the value of issues denominated in foreign currency shall not exceed
20% of the Portfolio's total assets and the value of issues denominated in
United States currency shall not exceed 25% of the Portfolio's total assets. For
a general discussion of foreign securities and the risks associated with
investments in foreign debt securities, see "Description of Investment Practices
and Other Investment Policies," below.

          Foreign Currency Transactions. The Portfolio conducts its foreign
currency exchange transactions either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market, or through entering
into forward currency exchange contracts to purchase or sell foreign currencies.
For a general discussion of investments in foreign securities and forward
currency exchange contracts, including the risks involved, see "Description of
Investment Practices and Other Investment Policies," below.

          Repurchase Agreements. The Portfolio may invest in repurchase
agreements terminable within seven days and pertaining to issues of the United
States Treasury with member banks of the Federal Reserve System or primary
dealers in U.S. Government Securities, so long as such investments do not in the
aggregate exceed the Investment Restrictions as set forth in the Portfolio's
Prospectuses. For a discussion of repurchase agreements, see "Description of
Investment Practices and Other Investment Policies," below.

          Credit Default Swap Agreements. The Portfolio will not enter into a
credit default swap if the swap provides for settlement by physical delivery and
such delivery would result in the Portfolio investing less than 80% of its net
assets in high yield fixed-income securities. For a discussion of credit default
swap agreements, see "Description of Investment Practices and Other Investment
Policies," below.


ALLIANCEBERNSTEIN BALANCED SHARES PORTFOLIO



          Derivatives. The Portfolio may enter into derivatives transactions.
Derivatives that the Portfolio may enter into include options on securities,
options on foreign currencies, futures contracts and options thereon, forward
currency exchange contract, credit default swap agreements and synthetic foreign
equity securities. For a general discussion on derivatives see, "Description of
Investment Practices and Other Investment Policies," below.


          Options on Securities. Subject to market conditions, the Portfolio may
try to realize income by writing covered call option contracts provided that the
option is listed on a domestic securities exchange and that no option will be
written, if, as a result, more than 25% of the Portfolio's assets are subject to
call options.


          The Portfolio may write a call option in return for a premium, which
is retained by the Portfolio whether or not the option is exercised. The
Portfolio will not write uncovered call options on securities.


          The Portfolio may write options on securities of the types in which it
is permitted to invest in privately negotiated (i.e., over-the-counter)
transactions. The Portfolio will effect such transactions only with investment
dealers and other financial institutions (such as commercial banks or savings
and loans institutions) deemed creditworthy by the Adviser, and the Adviser has
adopted procedures for monitoring the creditworthiness of such entities.


          Except as stated above, the Portfolio may not purchase or sell put or
call options on securities or combinations of put and call options on
securities.


          Repurchase Agreements. The Portfolio may enter into repurchase
agreements pertaining to the types of securities in which it invests with member
banks of the Federal Reserve System or "primary dealers" (as designated by the
Federal Reserve Bank of New York) in such securities. There is no percentage
restriction on the Portfolio's ability to enter into repurchase agreements.
Currently, the Portfolio intends to enter into repurchase agreements only with
its custodian and such primary dealers. For a general discussion of repurchase
agreements, see "Description of Investment Practices and Other Investment
Policies," below.


          Foreign Securities. The Portfolio may invest in foreign securities.
See "Description of Investment Practices and Other Investment Policies," below,
for a general discussion on investments in foreign securities, including risks.


          Forward Commitments. The Portfolio may enter into forward commitments
for the purchase or sale of securities. For a general discussion on forward
commitments, see "Description of Investment Practices and Other Investment
Policies," below.



ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH PORTFOLIO


          Derivatives. The Portfolio may enter into derivatives transactions.
Derivatives that the Portfolio may enter into include options on securities,
options on foreign currencies, futures contracts and options thereon, forward
currency exchange contract, credit default swap agreements and synthetic foreign
equity securities. For a general discussion on derivatives see, "Description of
Investment Practices and Other Investment Policies," below.


          Short Sales. The Portfolio may enter into short sales or maintain a
short position. For a general discussion of short sales, see "Description of
Investment Practices and Other Investment Policies," below.



          Convertible Securities. The Portfolio may invest in convertible
securities. For a general discussion on convertible securities, see "Description
of Investment Practices and Other Investment Policies," below.


          Forward Commitments. The Portfolio may invest in forward commitments.
For a general discussion on forward commitments, see "Description of Investment
Practices and Other Investment Policies," below.


          Rights and Warrants. The Portfolio may invest in rights and warrants.
For a general discussion on rights and warrants, see "Description of Investment
Practices and Other Investment Policies," below.


ALLIANCEBERNSTEIN GLOBAL BOND PORTFOLIO

          General. The Portfolio invests only in securities of issuers in
countries whose governments are deemed stable by the Adviser. Its determination
that a particular country should be considered stable depends on its evaluation
of political and economic developments affecting the country as well as recent
experience in the markets for foreign government securities of the country. The
Adviser does not believe that the credit risk inherent in the obligations of
stable foreign governments is significantly greater than that of U.S. government
debt securities.

          U.S. Government Securities. The Portfolio may invest in U.S.
Government Securities. See "Description of Investment Practices and Other
Investment Policies," below, and Appendix A, for a general discussion of U.S.
Government Securities.

          Futures Contracts and Options on Futures Contracts. The Portfolio
adheres to two percentage restrictions on the use of futures contracts. See
"Description of Investment Practices and Other Investment Policies," below, for
a general discussion on futures contracts and options on futures contracts. For
additional information on the use, risks and costs of futures contracts and
options on futures contracts.


          Options on Foreign Currencies. The Portfolio may invest in options on
foreign currencies. For a general discussion on options on foreign currencies,
see "Description of Investment Practices and Other Investment Policies," below.

          Forward Currency Exchange Contracts. The Portfolio may purchase or
sell forward currency exchange contracts. For a general discussion of forward
currency exchange contracts, see "Description of Investment Practices and Other
Investment Policies," below.

          Credit Default Swap Agreements. The Portfolio will not enter into a
credit default swap if the swap provides for settlement by physical delivery and
such delivery would result in the Portfolio investing inconsistently with its
policy of investing in high-quality debt securities. For a general discussion of
credit default swap agreements, see "Description of Investment Practices and
Other Investment Policies," below.

          Warrants. The Portfolio may invest in warrants. For a general
discussion on warrants, see "Description of Investment Practices and Other
Investment Policies," below.


ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME PORTFOLIO

          General. The Portfolio is permitted to invest up to 25% of its total
assets in debt securities issued by governmental entities of Argentina
("Argentine Government securities").


          The Portfolio invests at least 65%, and normally substantially more,
of its assets in Government securities and income-producing securities. The
average weighted maturity of the Portfolio's fixed-income securities is expected
to vary between one year or less and 30 years.


          The Portfolio invests in investment grade securities. The Portfolio
expects that it will not retain a debt security that is downgraded below BBB- or
Baa3, or, if unrated, determined by the Adviser to have undergone similar credit
quality deterioration. The Portfolio may conclude, under certain circumstances,
such as the downgrading to below investment grade of all of the securities of a
governmental issuer in one of the countries in which the Portfolio has
substantial investments, that it is in the best interests of the shareholders to
retain its holdings in securities of that issuer.


          The Adviser believes that the increasingly integrated economic
relationship among the United States, Canada and Mexico, characterized by the
reduction and projected elimination of most barriers to free trade among the
three nations and the growing coordination of their fiscal and monetary
policies, will over the long term benefit the economic performance of all three
countries and promote greater correlation of currency fluctuation among the U.S.
and Canadian Dollars and the Mexican Peso. The Adviser anticipates that, over
time, Central and South America will tend to benefit as well from such
broadening economic convergence.

          U.S. Government Securities. The Portfolio may invest in U.S.
Government Securities. For a general description of U.S. Government Securities,
see "Description of Investment Practices and Other Investment Policies," below,
and Appendix A.

          U.S. Government Guaranteed Mortgage-Related Securities. The Portfolio
may invest in U.S. Government guaranteed mortgage-related securities, including
GNMA certificates, FHLMC securities, FNMA securities and zero coupon Treasury
securities. For information regarding U.S. Government guaranteed
mortgage-related securities, see "Description of Investment Practices and Other
Investment Policies," below.

          Canadian Government Guaranteed Mortgage-Related Securities. The
Portfolio may invest in Canadian Government Guaranteed Mortgage-Related
Securities. See "Description of Investment Practices and Other Investment
Policies -- Mortgage-Related Securities," below, for a general discussion on
these types of securities.


          Futures Contracts and Options on Futures Contracts. The Portfolio may
enter into futures contracts and options on futures contracts. For a general
discussion of futures contracts and options on futures contracts, see
"Description of Investment Practices and Other Investment Policies," below.



          Options on Foreign Currencies. The Portfolio may invest in options on
foreign currencies. For additional information on the use, risks and costs of
options on foreign currencies, see "Description of Investment Practices and
Other Investment Policies," below.

          Forward Currency Exchange Contracts. The Portfolio may purchase or
sell forward currency exchange contracts. For a general discussion of forward
currency exchange contracts, see "Description of Investment Practices and Other
Investment Policies," below.

          Options on U.S. Government Securities and Foreign Government
Securities. The Portfolio may invest in options on U.S. Government Securities,
as well as foreign government securities. For information on the use, risks and
costs of options in U.S. Government Securities and foreign government
securities, see "Description of Investment Practices and Other Investment
Policies," below, and Appendix A.

          Repurchase Agreements. The Portfolio may invest in repurchase
agreements pertaining to the types of securities in which it invests. For
additional information regarding repurchase agreements, see "Description of
Investment Practices and Other Investment Policies," below.

          Credit Default Swap Agreements. The Portfolio will not enter into a
credit default swap if the swap provides for settlement by physical delivery and
such delivery would result in the Portfolio investing (i) less than 80% of its
net assets in investment grade securities, or (ii) more than 20% of its net
assets in non-investment grade securities rated, at the time of investment, at
least B- or B3. For a general discussion on credit default swap agreements, see
"Description of Investment Practices and Other Investment Policies," below.

          Warrants. The Portfolio may invest in warrants. For a general
discussion on warrants, see "Description of Investment Practices and Other
Investment Policies," below.



          For additional information about Canada, Mexico and Brazil, see
Appendix B.

ALLIANCEBERNSTEIN GLOBAL DOLLAR GOVERNMENT PORTFOLIO

          General. In selecting and allocating assets among countries, the
Adviser develops a long-term view of those countries and analyzes sovereign risk
by focusing on factors such as a country's public finances, monetary policy,
external accounts, financial markets, stability of exchange rate policy and
labor conditions. In selecting and allocating assets among corporate issuers
within a given country, the Adviser considers the relative financial strength of
issuers and expects to emphasize investments in securities of issuers that, in
the Adviser's opinion, are undervalued within each market sector. The Portfolio
is not required to invest any specified minimum amount of its total assets in
the securities or obligations of issuers located in any particular country.

          The Portfolio invests significantly in lower-rated securities, which
may include securities having the lowest rating for non-subordinated debt
instruments (i.e., rated C by Moody's or CCC or lower by S&P and Fitch) and
unrated securities of equivalent investment quality. These securities may have
extremely poor prospects of ever attaining any real investment standing and a
current identifiable vulnerability to default, be unlikely to have the capacity
to pay interest and repay principal when due in the event of adverse business,
financial or economic conditions, and be in default or not current in the
payment of interest or principal.


          A substantial part of the Portfolio's investment focus is in
obligations of or securities of issuers in Brazil, Mexico, the Philippines,
Russia, Turkey and Venezuela.


          As of December 31, 2005, the Portfolio's investments were rated (or
equivalent quality):


          o AAA      [___]%
          o A-1+     [___]%
          o BBB      [___]%
          o Ba or BB [___]%
          o B        [___]%
          o CCC      [___]%
          o CC       [___]%
          o C        [___]%
          o D        [___]%


          Structured Securities and Sovereign Debt Obligations. The Portfolio
may invest up to 25% of its total assets in interests in entities organized and
operated solely for the purpose of restructuring the investment characteristics
of Sovereign Debt Obligations. Sovereign Debt Obligations held by the Portfolio
generally are not traded on a securities exchange. The U.S. and non-U.S.
corporate fixed-income securities held by the Portfolio include debt securities,
convertible securities and preferred stocks of corporate issuers. The Portfolio
is permitted to invest in a class of Structured Securities that is either
subordinated or unsubordinated to the right of payment of another class.
Subordinated Structured Securities typically have higher yields and present
greater risks than unsubordinated Structured Securities.

          For a discussion of Structured Securities and Sovereign Debt
Obligations, see "Description of Investment Practices and Other Investment
Policies," below.

          Loan Participations and Assignments. The Portfolio may invest in fixed
and floating rate loans ("Loans") arranged through private negotiations between
an issuer of Sovereign Debt Obligations and one or more financial institutions
("Lenders"). The Portfolio's investments in Loans are expected in most instances
to be in the form of participations in Loans ("Participations") and assignments
of all or a portion of Loans ("Assignments") from third parties. The Portfolio
may invest up to 25% of its total assets in Participations and Assignments. The
government that is the borrower on the Loan will be considered by the Portfolio
to be the Issuer of a Participation or Assignment for purposes of the
Portfolio's fundamental investment policy that it will not invest 25% or more of
its total assets in securities of issuers conducting their principal business
activities in the same industry (i.e., foreign government). The Portfolio's
investment in Participations typically will result in the Portfolio having a
contractual relationship only with the Lender and not with the borrower. The
Portfolio will have the right to receive payments of principal, interest and any
fees to which it is entitled only from the Lender selling the Participation and
only upon receipt by the Lender of the payments from the borrower.

          In connection with purchasing Participations, the Portfolio generally
will have no right to enforce compliance by the borrower with the terms of the
loan agreement relating to the Loan, nor any rights of set-off against the
borrower, and the Portfolio may not directly benefit from any collateral
supporting the Loan in which it has purchased the Participation. As a result,
the Portfolio may be subject to the credit risk of both the borrower and the
Lender that is selling the Participation. In the event of the insolvency of the
Lender selling a Participation, the Portfolio may be treated as a general
creditor of the Lender and may not benefit from any set-off between the Lender
and the borrower. Certain Participations may be structured in a manner designed
to avoid purchasers of Participations being subject to the credit risk of the
Lender with respect to the Participation, but even under such a structure, in
the event of the Lender's insolvency, the Lender's servicing of the
Participation may be delayed and the assignability of the Participation
impaired. The Portfolio will acquire Participations only if the Lender is
interpositioned between the Portfolio and the borrower is a Lender having total
assets of more than $25 billion and whose senior unsecured debt is rated
investment grade or higher (i.e. Baa3 or higher by Moody's or BBB- or higher by
S&P, or Fitch).

          When the Portfolio purchases Assignments from Lenders it will acquire
direct rights against the borrower on the Loan. Because Assignments are arranged
through private negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the Portfolio as the
purchaser of an assignment may differ from, and be more limited than, those held
by the assigning Lender. The assignability of certain Sovereign Debt Obligations
is restricted by the governing documentation as to the nature of the assignee
such that the only way in which the Portfolio may acquire an interest in a Loan
is through a Participation and not an Assignment. The Portfolio may have
difficulty disposing of Assignments and Participations because to do so it will
have to assign such securities to a third party. Because there is no liquid
market for such securities, the Portfolio anticipates that such securities could
be sold only to a limited number of institutional investors. The lack of a
liquid secondary market may have an adverse impact on the value of such
securities and the Portfolio's ability to dispose of particular Assignments or
Participations when necessary to meet the Portfolio's liquidity needs in
response to a specific economic event such as a deterioration in the
creditworthiness of the borrower. The lack of a liquid secondary market for
Assignments and Participations also may make it more difficult for the Portfolio
to assign a value to these securities for purposes of valuing the Portfolio's
portfolio and calculating its asset value.

          U.S. and Non-U.S. Corporate Fixed Income Securities. U.S. and non-U.S.
corporate fixed-income securities include debt securities, convertible
securities and preferred stocks of corporate issuers. Differing yields on
fixed-income securities of the same maturity are a function of several factors,
including the relative financial strength of the issuers. Higher yields are
generally available from securities in the lower rating categories. When the
spread between the yields of lower rated obligations and those of more highly
rated issues is relatively narrow, the Portfolio may invest in the latter since
they may provide attractive returns with somewhat less risk. The Portfolio
expects to invest in investment grade securities (i.e. securities rated Baa3 or
better by Moody's or BBB- or better by S&P, or Fitch), in high yield, high risk
lower rated securities (i.e., securities rated lower than Baa3 by Moody's or
BBB- by S&P, or Fitch) and in unrated securities of comparable credit quality.
Unrated securities are considered for investment by the Portfolio when the
Adviser believes that the financial condition of the issuers of such obligations
and the protection afforded by the terms of the obligations themselves limit the
risk to the Portfolio to a degree comparable to that of rated securities which
are consistent with the Portfolio's investment objectives and policies. See
"Description of Investment Practices and Other Investment Policies - Securities
Ratings," below, for a general discussion on securities ratings.


          Interest Rate Transactions (Swaps, Caps and Floors). The Portfolio may
enter into interest rate swaps and may purchase or sell interest rate caps and
floors. The Portfolio may purchase and sell (i.e., write) caps and floors
without limitation. See "Description of Investment Practices and Other
Investment Policies," below, for additional information on interest rate
transactions.

          Forward Commitments and When-Issued Securities. The Portfolio may
enter into forward commitments for the purchase or sale of securities. Such
transactions may include purchases on a when-issued basis or purchases or sales
on a delayed delivery basis. In some cases, a forward commitment may be
conditioned upon the occurrence of a subsequent event, such as approval and
consummation of a merger, corporate reorganization or debt restructuring (i.e.,
a when, as and if issued trade). For a general discussion of forward
commitments, see "Description of Investment Practices and Other Investment
Policies," below.

          Options. The Portfolio may write covered put and call options and
purchase put and call options on securities of the types in which it is
permitted to invest that are traded on U.S. and foreign securities exchanges.
The Portfolio may also write call options for cross-hedging purposes. There are
no specific limitations on the Portfolio's writing and purchasing of options.
See "Description of Investment Practices and Other Investment Policies," below,
for a general discussion on options. For additional information on the use,
risks and costs of options.

          The Portfolio may purchase or write options on securities of the types
in which it is permitted to invest in privately negotiated (i.e.,
over-the-counter) transactions. See "Description of the Portfolios --
Description of Additional Investment Practices -- Illiquid Securities" in the
Portfolio's Prospectuses and "Description of Investment Practices and Other
Investment Policies," below, for additional information on privately negotiated
options transactions.

          Options on Securities Indices. The Portfolio may purchase and sell
exchange-traded index options on any securities index composed of the types of
securities in which it may invest. There are no specific limitations on the
Portfolio's purchasing and selling of options on securities indices. For a
general discussion on options on securities indices, see "Description of
Investment Practices and Other Investment Policies," below.

          Warrants. The Portfolio may invest in warrants for debt securities or
warrants for equity securities that are acquired in connection with debt
instruments. The Portfolio does not intend to retain in its investment portfolio
any warrant for equity securities acquired as a unit with a debt instrument, if
the warrant begins to trade separately from the related debt instrument. For a
general discussion on warrants, see "Description of Investment Practices and
Other Investment Policies," below.

          Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For information regarding repurchase agreements, see "Description of
Investment Practices and Other Investment Policies," below.

          Sovereign Debt Obligations. The Portfolio may invest in Sovereign Debt
Obligations. For a general discussion of investing in Sovereign Debt Obligations
and their investment risks, see "Description of Investment Practices and Other
Investment Policies," below.

          U.S. Corporate Fixed Income Securities. The U.S. corporate
fixed-income securities in which the Portfolio invests may include securities
issued in connection with corporate restructurings such as takeovers or
leveraged buyouts, which may pose particular risks. Securities issued to finance
corporate restructuring may have special credit risks due to the highly
leveraged conditions of the issuer. In addition, such issuers may lose
experienced management as a result of the restructuring. Finally, the market
price of such securities may be more volatile to the extent that expected
benefits from the restructuring do not materialize. The Portfolio may also
invest in U.S. corporate fixed-income securities that are not current in the
payment of interest or principal or are in default, so long as the Adviser
believes such investment is consistent with the Portfolio's investment
objectives. The Portfolio's rights with respect to defaults on such securities
will be subject to applicable U.S. bankruptcy, moratorium and other similar
laws.

          Credit Default Swap Agreements. The Portfolio will not enter into a
credit default swap if the swap provides for settlement by physical delivery and
such delivery would result in the Portfolio investing less than 65% of its total
assets in sovereign debt obligations or in investments inconsistent with its
restrictions on investing in specific countries. For further discussion on
credit default swap agreements, see "Description of Investment Practices and
Other Investment Policies," below.

ALLIANCEBERNSTEIN UTILITY INCOME PORTFOLIO

          General. The utilities industry consists of companies engaged in (i)
the manufacture, production, generation, provision, transmission, sale and
distribution of gas and electric energy, and communications equipment and
services, including telephone, telegraph, satellite, microwave and other
companies providing communication facilities for the public, or (ii) the
provision of other utility or utility related goods and services, including, but
not limited to, entities engaged in water provision, cogeneration, waste
disposal system provision, solid waste electric generation, independent power
producers and non-utility generators. In evaluating particular issuers, the
Adviser considers a number of factors, including historical growth rates and
rates of return on capital, financial condition and resources, management skills
and such industry factors as regulatory environment and energy sources. With
respect to investments in equity securities, the Adviser considers the
prospective growth in earnings and dividends in relation to price/earnings
ratios, yield and risk. The Adviser believes that above-average dividend returns
and below-average price/earnings ratios are factors that not only provide
current income but also generally tend to moderate risk and to afford
opportunity for appreciation of securities owned by the Portfolio.

          The Portfolio invests in equity securities, such as common stocks,
securities convertible into common stocks and rights and warrants to subscribe
for the purchase of common stocks and in fixed-income securities, such as bonds
and preferred stocks. The Portfolio may vary the percentage of assets invested
in any one type of security based upon the Adviser's evaluation as to the
appropriate portfolio structure for achieving the Portfolio's investment
objective under prevailing market, economic and financial conditions. Certain
securities (such as fixed-income securities) will be selected on the basis of
their current yield, while other securities may be purchased for their growth
potential.

          Convertible Securities. The Portfolio may invest up to 30% of its net
assets in the convertible securities of companies whose common stocks are
eligible for purchase by the Portfolio under the investment policies described
above and in the Portfolio's Prospectuses. For a general discussion of
convertible securities, see "Description of Investment Practices and Other
Investment Policies," below.

          Rights and Warrants. The Portfolio may invest up to 5% of its net
assets in rights or warrants. For a general discussion of rights and warrants,
see "Description of Investment Practices and Other Investment Policies," below.

          U.S. Government Securities. The Portfolio may invest in U.S.
Government Securities. For a general description of U.S. Government Securities,
see "Description of Investment Practices and Other Investment Policies," below,
and Appendix A.

          Options. For a general discussion on options, see "Description of
Investment Practices and Other Investment Policies," below.

          Options on Securities Indices. The Portfolio may purchase and sell
exchange-traded index options on any securities index composed of the types of
securities in which it may invest. For a general discussion on options on
securities indices, see "Description of Investment Practices and Other
Investment Policies," below.

          Futures Contracts and Options on Futures Contracts. The Portfolio may
invest in futures contracts and options thereon. For a discussion regarding
futures contracts and options on futures contracts, see "Description of
Investment Practices and Other Investment Policies," below.


          Options on Foreign Currencies. The Portfolio may invest in options on
foreign currencies. See "Description of Investment Practices and Other
Investment Policies," below, for a general discussion on options on foreign
currencies.

          Forward Currency Exchange Contracts. The Portfolio may purchase or
sell forward currency exchange contracts. For a discussion regarding forward
currency exchange contracts, see "Description of Investment Practices and Other
Investment Policies," below.

          Repurchase Agreements. The Portfolio may invest in repurchase
agreements pertaining to the types of securities in which it invests. For
additional information regarding repurchase agreements, see "Description of
Investment Practices and Other Investment Policies," below.

CERTAIN RISK CONSIDERATIONS

          Utility Company Risks. Utility companies may be subject to a variety
of risks depending, in part, on such factors as the type of utility involved and
its geographic location. The revenues of domestic and foreign utilities
companies generally reflect the economic growth and development in the
geographic areas in which they do business. The Adviser takes into account
anticipated economic growth rates and other economic developments when selecting
securities of utility companies. Some of the risks involved in investing in the
principal sectors of the utilities industry are discussed below.

          Telecommunications regulation typically limits rates charged, returns
earned, providers of services, types of services, ownership, areas served and
terms for dealing with competitors and customers. Telecommunications regulation
generally has tended to be less stringent for newer services, such as mobile
services, than for traditional telephone service, although there can be no
assurances that such newer services will not be heavily regulated in the future.
Regulation may limit rates based on an authorized level of earnings, a price
index, or some other formula. Telephone rate regulation may include
government-mandated cross-subsidies that limit the flexibility of existing
service providers to respond to competition. Telephone utilities are still
experiencing the effect of the break-up of American Telephone & Telegraph
Company, including increased competition and rapidly developing technologies
with which traditional telephone companies now compete. Regulation may also
limit the use of new technologies and hamper efficient depreciation of existing
assets. If regulation limits the use of new technologies by established carriers
or forces cross-subsidies, large private networks may emerge.

          Declines in the price of alternative fuels have adversely affected gas
utilities. Many gas utilities generally have been adversely affected by
oversupply conditions, and by increased competition from other providers of
utility services. In addition, some gas utilities entered into long-term
contracts with respect to the purchase or sale of gas at fixed prices, which
prices have since changed significantly in the open market. In many cases, such
price changes have been to the disadvantage of the gas utility. Gas utilities
are particularly susceptible to supply and demand imbalances due to
unpredictable climate conditions and other factors and are subject to regulatory
risks as well.

          Although there can be no assurance that increased competition and
other structural changes will not adversely affect the profitability of gas and
telephone utilities, or that other negative factors will not develop in the
future, in the Adviser's opinion, increased competition and change may provide
better positioned utility companies with opportunities for enhanced
profitability.

          Electric utilities that utilize coal in connection with the production
of electric power are particularly susceptible to environmental regulation,
including the requirements of the federal Clean Air Act and of similar state
laws. Such regulation may necessitate large capital expenditures in order for
the utility to achieve compliance. Due to the public, regulatory and
governmental concern with the cost and safety of nuclear power facilities in
general, certain electric utilities with uncompleted nuclear power facilities
may have problems completing and licensing such facilities. Regulatory changes
with respect to nuclear and conventionally fueled generating facilities could
increase costs or impair the ability of such electric utilities to operate such
facilities, thus reducing their ability to service dividend payments with
respect to the securities they issue. Furthermore, rates of return of utility
companies generally are subject to review and limitation by state public
utilities commissions and tend to fluctuate with marginal financing costs.
Electric utilities that utilize nuclear power facilities must apply for
recommissioning from the Nuclear Regulatory Commission after 40 years. Failure
to obtain recommissioning could result in an interruption of service or the need
to purchase more expensive power from other entities and could subject the
utility to significant capital construction costs in connection with building
new nuclear or alternative-fuel power facilities, upgrading existing facilities
or converting such facilities to alternative fuels.

          Foreign utility companies, like those in the U.S., are generally
subject to regulation, although the regulation may or may not be comparable to
domestic regulations. Foreign utility companies in certain countries may be more
heavily regulated by their respective governments than utility companies located
in the U.S. As in the U.S., foreign utility companies generally are required to
seek government approval for rate increases. In addition, many foreign utility
companies use fuels that cause more pollution than those used in the U.S. and
may yet be required to invest in pollution control equipment. Foreign utility
regulatory systems vary from country to country and may evolve in ways different
from regulation in the U.S. The percentage of the Portfolio's assets invested in
issuers of particular countries will vary.

          Investments in Lower-Rated Fixed-Income Securities. The Portfolio may
invest in lower-rated fixed-income securities. For a general discussion on
lower-rated fixed-income securities, see "Description of Investment Practices
and Other Investment Policies," below.

ALLIANCEBERNSTEIN GROWTH PORTFOLIO

          General. The Portfolio also may invest up to 25% of its total assets
in lower-rated, fixed-income securities and convertible bonds. The Portfolio
generally will not invest in securities rated at the time of purchase below Caa3
by Moody's or CCC- by S&P or Fitch or in securities judged by the Adviser to be
of comparable investment quality. From time to time, however, the Portfolio may
invest in securities rated in the lowest grades (i.e., C by Moody's or D or
equivalent by S&P or Fitch), or securities of comparable quality if there are
prospects for an upgrade or a favorable conversion into equity securities. If
the credit rating of a security held by the Portfolio falls below its rating at
the time of purchase (or the Adviser determines that the credit quality of the
security has deteriorated), the Portfolio may continue to hold the security if
such investment is considered appropriate under the circumstances.

          Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For a general discussion on repurchase agreements, see "Description
of Investment Practices and Other Investment Policies," below.

          Non-Publicly Traded Securities. The Portfolio may invest in securities
which are not publicly traded, including securities sold pursuant to Rule 144A
under the Securities Act ("Rule 144A Securities"). For a general discussion on
Rule 144A Securities, see "Description of Investment Practices and Other
Investment Policies -- Illiquid Securities," below.

          Foreign Securities. The Portfolio may invest without limit in
securities of foreign issuers which are not publicly traded in the United
States, although the Portfolio generally will not invest more than 20% of its
total assets in such securities. For additional information on the risks
involved in investing in foreign securities, see "Description of Investment
Practices and Other Investment Policies," below.

          Money Market Securities. The Portfolio may invest in the following
money market securities: certificates of deposit, bankers' acceptances, bank
time deposits, commercial paper and variable notes. See "Description of
Investment Practices and Other Investment Policies," below, for information on
these types of securities.

          Forward Commitments and When-Issued and Delayed Delivery Securities.
The Portfolio may enter into forward commitments for the purchase of securities
and may purchase securities on a when-issued or delayed delivery basis. For
additional information on when-issued securities and forward commitments, see
"Description of Investment Practices and Other Investment Policies," below.

          Options. As noted in the Portfolio's Prospectuses, the Portfolio may
write call and put options and may purchase call and put options on securities.
The Portfolio intends to write only covered options. In the case of call options
on U.S. Treasury Bills, the Portfolio might own U.S. Treasury Bills of a
different series from those underlying the call option, but with a principal
amount and value corresponding to the option contract amount and a maturity date
no later than that of the securities deliverable under the call option.

          The Portfolio may purchase a security and then write a call option
against that security, or it may purchase a security and concurrently write an
option on it. The Portfolio also may write combinations of put and call options
on the same security, known as "straddles," with the same exercise and
expiration date.

          For a general discussion on options, including puts and calls, see
"Description of Investment Practices and Other Investment Policies," below.

          Options on Securities Indices. The Portfolio may write (sell) covered
call and put options on securities indices and purchase call and put options on
securities indices. The Portfolio may also purchase put options on securities
indices to hedge its investments against a decline in value. For additional
information on options on securities indices, see "Description of Investment
Practices and Other Investment Policies," below.

          Futures and Options on Futures Contracts. The Portfolio may enter into
stock futures contracts and may enter into foreign currency futures contracts.
Such investment strategies will be used as a hedge and not for speculation. For
further information on futures contracts and options on futures contracts, see
"Description of Investment Practices and Other Investment Policies," below.

          Forward Currency Exchange Contracts. The Portfolio may enter into
forward currency exchange contracts to attempt to minimize the risk to the
Portfolio from adverse changes in the relationship between the U.S. Dollar and
foreign currencies. The Portfolio intends to enter into forward currency
exchange contracts for hedging purposes. For a general discussion of forward
currency exchange contracts and their uses, see "Description of Investment
Practices and Other Investment Policies," below.

          Options on Forward Currencies. The Portfolio may purchase and write
options on foreign currencies for hedging purposes. For additional information
about options on foreign currencies and the risks involved, see "Description of
Investment Practices and Other Investment Policies," below. The Portfolio may
also write options on foreign currencies to increase return.


ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO


          Derivatives. The Portfolio may enter into derivatives transactions.
The derivatives that the Portfolio may use include options on securities,
options on securities indices, futures contracts and options thereon, options on
foreign currencies, forward contracts, forward currency exchange contracts and
currency swaps. For a general discussion on derivatives, see "Description of
Investment Practices and Other Investment Policies," below.


          Forward Commitments. The Portfolio may enter into forward commitments
for the purchase or sale of securities. For a general discussion on forward
commitments, see "Description of Investment Practices and Other Investment
Policies," below.


          Standby Commitment Agreements. The Portfolio may from time to time
enter into standby commitment agreements. For a general discussion on standby
commitment agreements, see "Description of Investment Practices and Other
Investment Policies," below.


          Rights and Warrants. The Portfolio may invest in warrants. For a
general discussion on warrants, see "Description of Investment Practices and
Other Investment Policies," below.


          Short Sales. The Portfolio may make short sales of securities or
maintain a short position. For a general discussion on short sales, see
"Description of Investment Practices and Other Investment Policies," below.



          Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For additional information regarding repurchase agreements, see
"Description of Investment Practices and Other Investment Policies," below.


          Special Risk Considerations. Investment in the Portfolio involves the
special risk considerations described below.

          Participation in Privatizations. The governments of certain foreign
countries have, to varying degrees, embarked on privatization programs
contemplating the sale of all or part of their interests in state enterprises.
In certain jurisdictions, the ability of foreign entities, such as the
Portfolio, to participate in privatizations may be limited by local law, or the
price or terms on which the Portfolio may be able to participate may be less
advantageous than for local investors. Moreover, there can be no assurance that
governments that have embarked on privatization programs will continue to divest
their ownership of state enterprises, that proposed privatizations will be
successful or that governments will not re-nationalize enterprises that have
been privatized.


          Risk of Foreign Investments. For a general discussion on foreign
investments, see "Description of Investment Practices and Other Investment
Policies," below.


          U.S. and Foreign Taxes. Foreign taxes paid by the Portfolio may be
creditable or deductible by U.S. shareholders for U.S. income tax purposes. No
assurance can be given that applicable tax laws and interpretations will not
change in the future. Moreover, non-U.S. investors may not be able to credit or
deduct such foreign taxes. Investors should review carefully the information
discussed under the heading "Dividends, Distributions and Taxes," below, and
should discuss with their tax advisers the specific tax consequences of
investing in the Portfolio.

ALLIANCEBERNSTEIN GLOBAL TECHNOLOGY PORTFOLIO

          General. Critical factors which are considered in the selection of
securities include the market potential for the company's products and services,
trends in the determinants of corporate profits, the value of individual
securities relative to other investment alternatives, and management capability
and practices. Generally speaking, disposal of a security will be based upon
factors such as (i) actual or potential deterioration of the issuer's earning
power which the Portfolio believes may adversely affect the price of its
securities, (ii) increases in the price level of the security or of securities
generally that the Portfolio believes are not fully warranted by the issuers
earning power, and (iii) changes in the relative opportunities offered by
various securities.

          In implementing its policies, the Portfolio invests in a global
portfolio of securities of U.S. and non-U.S. companies selected for their growth
potential. The Adviser adjusts the Portfolio's exposure to particular national
economies based on its perception of the most favorable markets and issuers. The
percentage of the Portfolio's assets invested in securities of companies in a
particular country or denominated in a particular currency varies in accordance
with the Adviser's assessment of the appreciation potential of such securities.

          Companies in which the Portfolio invests include those whose
processes, products or services are anticipated by the Adviser to benefit from
the utilization or commercial application of technological advancements and
improvements (i.e., companies which use technology extensively in the
development of new or improved products or processes).

          The Portfolio endeavors to invest in companies where the expected
benefits to be derived from the utilization of technology significantly enhance
the prospects of the company as a whole (including, in the case of a
conglomerate, affiliated companies). The Portfolio's investment objective
permits the Portfolio to seek securities having potential for capital
appreciation in a variety of industries.

          Within this basic framework, the policy of the Portfolio is to invest
in any company and industry and in any type of security which are believed to
offer possibilities for capital appreciation. Investments may be made in
well-known and established companies as well as in new and unseasoned companies.
Since securities fluctuate in value due to general economic conditions,
corporate earnings and many other factors, the shares of the Portfolio will
increase or decrease in value accordingly, and there can be no assurance that
the Portfolio will achieve its investment goal or be successful.

          Certain of the companies in which the Portfolio invests may allocate
greater than usual amounts to research and product development. The securities
of such companies may experience above-average price movements associated with
the perceived prospects of success of the research and development programs. In
addition, companies in which the Portfolio invests could be adversely affected
by lack of commercial acceptance of a new product or products or by
technological change and obsolescence.

          Because the Portfolio invests primarily in technology companies,
factors affecting those types of companies could have a significant effect on
the Portfolio's net asset value. In addition, the Portfolio's investments in
technology stocks, especially those of smaller, less-seasoned companies, tend to
be more volatile than the overall market. The Portfolio's investments in debt
and foreign securities have credit risk and foreign risk.

          Foreign Securities. The Portfolio invests in the securities of
non-U.S. companies. For a general discussion on foreign securities, including
the risks involved in investing in foreign securities, see "Description of
Investment Practices and Other Investment Policies," below.

          Options. The Portfolio may write call options and may purchase and
sell put and call options written by others, combinations thereof, or similar
options. The Portfolio may not write put options. For a general discussion on
options, see "Description of Investment Practices and Other Investment
Policies," below.

          It is the Portfolio's policy not to write a call option if the premium
to be received by the Portfolio in connection with such options would not
produce an annualized return of at least 15% of the then market value of the
securities subject to the option. The Portfolio will not sell a call option
written or guaranteed by it if, as a result of such sale, the aggregate of the
Portfolio's securities subject to outstanding call options (valued at the lower
of the option price or market value of such securities) would exceed 15% of the
Portfolio's total assets. The Portfolio will not sell any call option if such
sale would result in more than 10% of the Portfolio's assets being committed to
call options written by the Portfolio which, at the time of sale by the
Portfolio, have a remaining term of more than 100 days.

          Options on Foreign Currencies. The Portfolio may purchase and sell
call options and purchase put options on foreign currencies traded on securities
exchanges or boards of trade (foreign and domestic) or over-the-counter. For a
general discussion on options on foreign currencies, see "Description of
Investment Practices and Other Investment Policies," below.

          Options on Securities Indices. The Portfolio also may invest in
options on securities indices. For a general discussion of options on securities
indices, see "Description of Investment Practices and Other Investment
Policies," below.

          Rights and Warrants. The Portfolio may invest up to 10% of its total
assets in rights and warrants. For a general discussion on rights and warrants,
see "Description of Investment Practices and Other Investment Policies," below.

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO

          General. It is the policy of the Portfolio to invest principally in
equity securities (common stocks, securities convertible into common stocks or
rights or warrants to subscribe for or purchase common stocks); however, it may
also invest to a limited degree in non-convertible bonds and preferred stocks
when, in the judgment of the Adviser, such investments are warranted to achieve
the Portfolio's investment objective. When business or financial conditions
warrant, a more defensive position may be assumed and the Portfolio may invest
in short-term fixed-income securities, in investment grade debt securities or
preferred stocks, or it may hold its assets in cash. The Portfolio may invest in
both listed and unlisted domestic and foreign securities, in restricted
securities, and in other assets having no ready market, but not more than 15% of
the Portfolio's total assets may be invested in all such restricted or not
readily marketable assets at any one time. See "Description of Investment
Practices and Other Investment Policies," below, for additional information on
restricted securities.

          In seeking to attain its investment objective of growth of capital,
the Portfolio supplements customary investment practices by engaging in a broad
range of investment techniques including short sales against the box, writing
call options, purchases and sales of put and call options written by others and
investing in special situations. These techniques are speculative, may entail
greater risk, may be considered of a more short-term nature, and to the extent
used, may result in greater turnover of the Portfolio's portfolio and a greater
expense than is customary for most investment companies. Consequently, the
Portfolio is not a complete investment program and is not a suitable investment
for those who cannot afford to take such risks or whose objective is income or
preservation of capital. No assurance can be given that the Portfolio will
achieve its investment objective. However, by buying shares in the Portfolio an
investor may receive advantages he would not readily obtain as an individual,
including professional management and continuous supervision of investments. The
Portfolio is subject to the overall limitation (in addition to the specific
restrictions referred to below) that the aggregate value of all restricted and
not readily marketable securities of the Portfolio, and of all cash and
securities covering outstanding call options written or guaranteed by the
Portfolio, shall at no time exceed 15% of the value of the total assets of the
Portfolio.

          There is also no assurance that the Portfolio will at any particular
time engage in all or any of the investment activities in which it is authorized
to engage. In the opinion of the Portfolio's management, however, the power to
engage in such activities provides an opportunity that is deemed to be desirable
in order to achieve the Portfolio's investment objective.

          Special Situations. The Portfolio intends to invest in special
situations from time to time. The Portfolio will not, however, purchase
securities of any company with a record of less than three years continuous
operation (including that of predecessors) if such purchase would cause the
Portfolio's investments in such companies, taken at cost, to exceed 25% of the
value of the Portfolio's total assets. For a general discussion on special
situations, see "Description of Investment Practices and Other Investment
Policies," below.

          Short Sales. The Portfolio may only make short sales of securities
against the box. For a general discussion on short sales, see "Description of
Investment Practices and Other Investment Policies," below.

          Puts and Calls. The Portfolio may write call options and may purchase
and sell put and call options written by others, combinations thereof, or
similar options. The Portfolio may not write put options. For a general
discussion of put and call options, see "Description of Investment Practices and
Other Investment Policies," below. For a discussion regarding certain tax
consequences of the writing of call options by the Portfolio, see "Dividends,
Distributions and Taxes," below.

          As noted above, the Portfolio may purchase and sell put and call
options written by others, combinations thereof, or similar options. There are
markets for put and call options written by others, and the Portfolio may from
time to time sell or purchase such options in such markets. If an option is not
sold and is permitted to expire without being exercised, its premium would be
lost by the Portfolio. See "Description of Investment Practices and Other
Investment Policies," below, for additional information on options.

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO

          General. A "real estate industry company" is a company that derives at
least 50% of its gross revenues or net profits from the ownership, development,
construction, financing, management or sale of commercial, industrial or
residential real estate or interests in these properties. The Portfolio invests
in equity securities that include common stock, shares of beneficial interest of
REITs, and securities with common stock characteristics, such as preferred stock
or convertible securities ("Real Estate Equity Securities"). The Portfolio may
invest without limitation in shares of REITs. The Portfolio will not invest in
the lowest tranche of CMOs and REMIC certificates.


          In selecting Real Estate Equity Securities, the Adviser's analysis
will focus on determining the degree to which the company involved can achieve
sustainable growth in cash flow and dividend paying capability. The Adviser
believes that the primary determinant of this capability is the economic
viability of property markets in which the company operates and that the
secondary determinant of this capability is the ability of management to add
value through strategic focus and operating expertise. The Portfolio will
purchase Real Estate Equity Securities when, in the judgment of the Adviser,
their market price does not adequately reflect this potential. In making this
determination, the Adviser will take into account fundamental trends in
underlying property markets as determined by proprietary models, site visits
conducted by individuals knowledgeable in local real estate markets,
price-earnings ratios (as defined for real estate companies), cash flow growth
and stability, the relationship between asset value and market price of the
securities, dividend payment history, and such other factors which the Adviser
may determine from time to time to be relevant. The Adviser will attempt to
purchase for the Portfolio Real Estate Equity Securities of companies whose
underlying portfolios are diversified geographically and by property type.


          The Portfolio's investment strategy with respect to Real Estate Equity
Securities is based on the premise that property market fundamentals are the
primary determinant of growth underlying the performance of Real Estate Equity
Securities. Value and management further distinguishes the most attractive Real
Estate Equity Securities. The Portfolio's research and investment process is
designed to identify those companies with strong property fundamentals and
strong management teams. This process is comprised of real estate market
research, specific property inspection, and securities analysis. The Adviser
believes that this process will result in a portfolio that will consist of Real
Estate Equity Securities of companies that own assets in the most desirable
markets across the country, diversified geographically and by property type.


          The Portfolio may invest in short-term investments including:
corporate commercial paper and other short-term commercial obligations, in each
case rated or issued by companies with similar securities outstanding that are
rated Prime-1, Aa3 or better by Moody's or A-1, AA- or better by S&P;
obligations (including certificates of deposit, time deposits, demand deposits
and bankers' acceptances) of banks with securities outstanding that are rated
Prime-1, Aa3 or better by Moody's or A-1, AA- or better by S&P; and obligations
issued or guaranteed by the U.S. Government or its agencies or instrumentalities
with remaining maturities not exceeding 18 months.


          The Portfolio may invest in debt securities rated BBB- or higher by
S&P or Baa3 or higher by Moody's or, if not rated, of equivalent credit quality
as determined by the Adviser. The Portfolio expects that it will not retain a
debt security that is downgraded below BBB- or Baa3 or, if unrated, determined
by the Adviser to have undergone similar credit quality deterioration,
subsequent to purchase by the Portfolio.


          Convertible Securities. The Portfolio may invest in convertible
securities of issuers whose common stocks are eligible for purchase by the
Portfolio under the investment policies described above. For a general
discussion on convertible securities, see "Description of Investment Practices
and Other Investment Policies," below.


          Forward Commitments. The Portfolio may invest in forward commitments.
For a general discussion of forward commitments, see "Description of Investment
Practices and Other Investment Policies," below.

          Standby Commitment Agreements. The Portfolio may invest in standby
commitment agreements. For a general discussion on standby commitment
agreements, see "Description of Investment Practices and Other Investment
Policies," below.

          Repurchase Agreements. The Portfolio may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the
Federal Reserve System or primary dealers (as designated by the Federal Reserve
Bank of New York) in such securities. There is no percentage restriction on the
Portfolio's ability to enter into repurchase agreements. For a general
discussion of repurchase agreements, see "Description of Investment Practices
and Other Investment Policies," below.

          Short Sales. The Portfolio may invest in short sales. See "Description
of Investment Practices and Other Investment Policies," below, for a general
discussion of short sales.

          Warrants. The Portfolio may invest in warrants. For a general
discussion on warrants, see "Description of Investment Practices and Other
Investment Policies," below.

          Defensive Position. For temporary defensive purposes, the Portfolio
may vary from its investment objectives during periods in which conditions in
securities markets or other economic or political conditions warrant. During
such periods, the Portfolio may increase without limit its position in short-
term, liquid, high-grade debt securities, which may include U.S. Government
Securities, bank deposit, money market instruments, short-term (for this
purpose, securities with a remaining maturity of one year or less) debt
securities, including notes and bonds, and short-term foreign currency
denominated debt securities rated A3 or higher by Moody's or A- or higher by
S&P, or Fitch or, if not so rated, of equivalent investment quality as
determined by the Adviser.

          Subject to its policy of investing at least 80% of its net assets in
equity securities of real estate investment trusts and other real estate
industry companies, the Portfolio may also at any time temporarily invest funds
awaiting reinvestment or held as reserves for dividends and other distributions
to shareholders in money market instruments referred to above.

RISK FACTORS ASSOCIATED WITH THE REAL ESTATE INDUSTRY

          REITS. Investing in REITs involves certain unique risks in addition to
those risks associated with investing in the real estate industry in general.
Equity REITs may be affected by changes in the value of the underlying property
owned by the REITs, while mortgage REITs may be affected by the quality of any
credit extended. REITs are dependent upon management skills, are not
diversified, and are subject to heavy cash flow dependency, default by borrowers
and self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax-free pass-through of income under the Code and failing to
maintain their exemptions from registration under the 1940 Act.

          REITs (especially mortgage REITs) also are subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed
rate obligations can be expected to rise. Conversely, when interest rates rise,
the value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

          Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have been more
volatile in price than the larger capitalization stocks included in the S&P 500.

          Mortgage-Backed Securities. Investing in mortgage-backed securities
involves certain unique risks in addition to those risks associated with
investment in the real estate industry in general. These risks include the
failure of a counterparty to meet its commitments, adverse interest rate changes
and the effects of prepayments on mortgage cash flows. When interest rates
decline, the value of an investment in fixed rate obligations can be expected to
rise. Conversely, when interest rates rise, the value of an investment in fixed
rate obligations can be expected to decline. In contrast, as interest rates on
adjustable rate mortgage loans are reset periodically, yields on investments in
such loans will gradually align themselves to reflect changes in market interest
rates, causing the value of such investments to fluctuate less dramatically in
response to interest rate fluctuations than would investments in fixed rate
obligations.

          Further, the yield characteristics of mortgage-backed securities, such
as those in which the Portfolio may invest, differ from those of traditional
fixed-income securities. The major differences typically include more frequent
interest and principal payments (usually monthly), the adjustability of interest
rates, and the possibility that prepayments of principal may be made
substantially earlier than their final distribution dates.

          Prepayment rates are influenced by changes in current interest rates
and a variety of economic, geographic, social and other factors, and cannot be
predicted with certainty. Both adjustable rate mortgage loans and fixed rate
mortgage loans may be subject to a greater rate of principal prepayments in a
declining interest rate environment and to a lesser rate of principal
prepayments in an increasing interest rate environment. Early payment associated
with mortgage-backed securities causes these securities to experience
significantly greater price and yield volatility than that experienced by
traditional fixed-income securities. Under certain interest rate and prepayment
rate scenarios, the Portfolio may fail to recoup fully its investment in
mortgage-backed securities notwithstanding any direct or indirect governmental
or agency guarantee. When the Portfolio reinvests amounts representing payments
and unscheduled prepayments of principal, it may receive a rate of interest that
is lower than the rate on existing adjustable rate mortgage pass-through
securities. Thus, Mortgage-Backed Securities, and adjustable rate mortgage
pass-through securities in particular, may be less effective than other types of
U.S. Government Securities as a means of "locking in" interest rates.

          A REMIC is a CMO that qualifies for special tax treatment under the
Code and invests in certain mortgages primarily secured by interests in real
property and other permitted investments. Investors may purchase "regular" and
"residual" interest shares of beneficial interest in REMIC trusts, although the
Portfolio does not intend to invest in residual interests.

          The Portfolio may invest in guaranteed mortgage pass-through
securities which represent participation interests in pools of residential
mortgage loans and are issued by U.S. governmental or private lenders and
guaranteed by the U.S. Government or one of its agencies or instrumentalities,
including Ginnie Mae.

          General. Although the Portfolio does not invest directly in real
estate, it invests primarily in Real Estate Equity Securities and has a policy
of concentration of its investments in the real state industry. Therefore, an
investment in the Portfolio is subject to certain risks associated with the
direct ownership of real estate and with the real estate industry in general.
These risks include, among others: possible declines in the value of real
estate; risks related to general and local economic conditions; possible lack of
availability of mortgage funds; overbuilding; extended vacancies of properties;
increases in competition, property taxes and operating expenses; changes in
zoning laws; costs resulting from the clean-up of, and liability to third
parties for damages resulting from, environmental problems; casualty or
condemnation losses; uninsured damages from floods, earthquakes or other natural
disasters; limitations on and variations in rents; and changes in interest
rates. To the extent that assets underlying the Portfolio's investments are
concentrated geographically, by property type or in certain other respects, the
Portfolio may be subject to certain of the foregoing risks to a greater extent.

          In addition, if the Portfolio receives rental income or income from
the disposition of real property acquired as a result of a default on securities
the Portfolio owns, the receipt of such income may adversely affect the
Portfolio's ability to retain its tax status as a regulated investment company.
Investments by the Portfolio in securities of companies providing mortgage
servicing will be subject to the risks associated with refinancings and their
impact on servicing rights.

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO
ALLIANCEBERNSTEIN VALUE PORTFOLIO

          Currency Swaps. The Portfolios may enter into currency swaps for
hedging purposes. See "Description of Investment Practices and other Investment
Policies," below, for a general discussion on currency swaps.

          Forward Commitments and When-Issued Securities. The Portfolios may
enter into forward commitments for the purchase or sale of securities. Such
transactions may include purchases on a "when-issued" basis or purchases or
sales on a "delayed delivery" basis. A Portfolio's right to receive or deliver a
security under a forward commitment may be sold prior to the settlement date,
but a Portfolio will enter into forward commitments only with the intention of
actually receiving or delivering the securities, as the case may be. For
additional information on forward commitments and when-issued securities, see
"Description of Investment Practices and Other Investment Policies," below.

          Forward Currency Exchange Contracts. Each Portfolio may purchase or
sell forward currency exchange contracts to attempt to minimize the risk to the
Portfolio of adverse changes in the relationship between the U.S. Dollar and
foreign currencies. See "Description of Investment Practices and Other
Investment Policies," below, for a general discussion on forward currency
exchange contracts.


          Convertible Securities. The Portfolio may invest in convertible
securities of issuers whose common stocks are eligible for purchase by the
Portfolio under the investment policies described above. For a general
discussion on convertible securities, see "Description of Investment Practices
and Other Investment Policies," below.


          Options. Each Portfolio may purchase put and call options written by
others and write covered put and call options overlying the types of securities
in which the Portfolio may invest. For a general discussion on put and call
options, see "Description of Investment Practices and Other Investment
Policies," below.

          Options on Securities Indices. Each Portfolio may purchase put and
call options and write covered put and call options on securities indices for
the purpose of hedging against the risk of unfavorable price movements adversely
affecting the value of a Portfolio's securities or securities it intends to
purchase. See "Description of Investment Practices and Other Investment
Policies," below, for a general discussion on options on securities indices.

          Options on Foreign Currencies. The Portfolios may purchase and write
put and call options on foreign currencies for the purpose of protecting against
declines in the U.S. Dollar value of foreign currency-denominated portfolio
securities and against increases in the U.S. Dollar cost of such securities to
be acquired.

          The Portfolios will not speculate in foreign currency options.
Accordingly, the Portfolios will not hedge a currency substantially in excess of
the market value of the securities denominated in that currency which it owns or
the expected acquisition price of securities which it anticipates purchasing.

          For additional information on options on foreign currencies, see
"Description of Investment Practices and Other Investment Policies," below.

          Futures Contracts and Options on Futures Contracts. The Portfolios may
purchase and sell futures contracts and related options on debt securities and
on indices of debt securities to hedge against anticipated changes in interest
rates that might otherwise have an adverse effect on the value of its assets or
assets it intends to acquire. Each Portfolio may also enter into futures
contracts and related options on foreign currencies in order to limit its
exchange rate risk. For additional information on futures contracts and options
on futures contracts, see "Description of Investment Practices and Other
Investment Policies," below.

          Repurchase Agreements. The Portfolios may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the
Federal Reserve System or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in such securities. There is no percentage restriction
on the Portfolios' ability to enter into repurchase agreements. Currently, each
Portfolio intends to enter into repurchase agreements only with the Fund's
custodian and such primary dealers. For a general discussion on repurchase
agreements, see "Description of Investment Practices and Other Investment
Policies," below.

          Rights and Warrants. The Portfolios may invest in rights and warrants
but will do so only if the equity securities themselves are deemed appropriate
by the Adviser for inclusion in the Portfolios' investment portfolio. For
further discussion on rights and warrants, see "Description of Investment
Practices and Other Investment Policies," below.

          Risks of Investments in Foreign Securities. For a general discussion
on the risks involved in investments in foreign securities, see "Description of
Investment Practices and Other Investment Policies," below. Although a Portfolio
may value its assets in terms of U.S. dollars, the Portfolios do not intend to
convert their holdings of foreign currencies into U.S. dollars on a daily basis.
The Portfolios will do so from time to time, and investors should be aware of
the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(commonly known as the "spread") between the price at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to a Portfolio at one rate, while offering a lesser rate of exchange should that
Portfolio desire to resell that currency to the dealer. Investors should
understand that the expense ratio of a Portfolio investing in foreign securities
may be higher than investment companies investing only in domestic securities
since, among other things, the cost of maintaining the custody of foreign
securities is higher and the purchase and sale of portfolio securities may be
subject to higher transaction charges, such as stamp duties and turnover taxes.

          For many foreign securities, there are U.S. dollar-denominated
American Depository Receipts ("ADRs") which are traded in the United States on
exchanges or over-the-counter, are issued by domestic banks or trust companies
and 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 Portfolios can avoid currency risks which might occur during the
settlement period for either purchases or sales. The Portfolios may purchase
foreign securities directly, as well as through ADRs.

ALLIANCEBERNSTEIN U.S. LARGE CAP BLENDED STYLE PORTFOLIO

          Convertible Securities. The Portfolio may invest in the convertible
securities of companies whose common stocks are eligible for purchase by the
Portfolio under the investment policies described in the Portfolio's
Prospectuses. For a discussion regarding convertible securities, see
"Description of Investment Practices and Other Investment Policies," below.

          Depositary Receipts. The Portfolio may invest in depositary receipts.
For a general discussion on depositary receipts, see "Description of Investment
Practices and Other Investment Policies," below.

          Forward Commitments. The Portfolio may enter into forward commitments
for the purchase or sale of securities. See "Description of Investment Practices
and Other Investment Policies," below, for a general discussion on forward
commitments.

          Forward Currency Exchange Contracts. The Portfolio may purchase or
sell forward currency exchange contracts to attempt to minimize the risk to the
Portfolio of adverse changes in the relationship between the U.S. Dollar and
foreign currencies. For a general discussion on forward currency exchange
contracts, see "Description of Investment Practices and Other Investment
Policies," below.

          Futures Contracts and Options on Futures Contracts. The Portfolio may
enter into contracts for the purchase or sale for future delivery of
fixed-income securities or foreign currencies, or contracts based on financial
indices, including any index of U.S. Government Securities, securities issued by
foreign government entities, or common stocks ("futures contracts") and may
purchase and write put and call options to buy or sell futures contracts
("options on futures contracts"). For a discussion regarding futures contracts
and options on futures contracts, see "Description of Investment Practices and
Other Investment Policies," below.


          Options on Foreign Currencies. The Portfolio may invest in options on
foreign currencies. For a general discussion on options on foreign currencies,
see "Description of Investment Practices and Other Investment Policies," below.

          Options on Securities Indices. The Portfolio may purchase and sell
exchange-traded index options. See "Description of Investment Practices and
Other Investment Policies," below, for a general discussion of options on
securities indices.

          Puts and Calls. The Portfolio may write exchange-traded call options
on common stocks, for which it will receive a purchase premium from the buyer,
and may purchase and sell exchange-traded call and put options on common stocks
written by others or combinations thereof. The Portfolio will not write put
options. For additional information on put and call options, see "Description of
Investment Practices and Other Investment Policies," below.

          Stock Index Futures. The Portfolio may purchase and sell stock index
futures contracts. The Portfolio will not purchase and sell options on stock
index futures contacts.

          Repurchase Agreements. The Portfolio may enter into repurchase
agreements. For a general discussion on repurchase agreements, see "Description
of Investment Practices and Other Investment Policies," below.

          Rights and Warrants. The Portfolio may invest in rights or warrants.
See "Description of Investment Practices and Other Investment Policies," below,
for additional information on rights and warrants.


          Short Sales. The Portfolio may make short sales of securities or
maintain a short position. For further information on short sales, see
"Description of Investment Practices and Other Investment Policies," below.

          General. The successful use of the foregoing investment practices,
which may be used as a hedge against changes in the values of securities
resulting from market conditions, draws upon the Adviser's special skills and
experience with respect to such instruments and usually depends on the Adviser's
ability to forecast movements of specific securities or stock indices correctly.
Should these securities or indices move in an unexpected manner, the Portfolio
may not achieve the anticipated benefits of options and stock index futures
contracts or may realize losses and, thus, be in a worse position than if such
strategies had not been used. In addition, the correlation between movements in
the prices of such instruments and movements in the price of securities being
hedged or used for cover will not be perfect and could produce unanticipated
losses. The Portfolio's ability to dispose of its position in options and stock
index futures will depend on the availability of liquid markets in these
instruments. No assurance can be given that the Portfolio will be able to close
a particular option or stock index futures position.

ALLIANCEBERNSTEIN WEALTH APPRECIATION STRATEGY PORTFOLIO
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO

          General. Investments in derivatives may be applied toward meeting a
requirement to invest in a particular type of investment if, in the Adviser's
opinion, the derivatives have economic characteristics similar to that type of
investment. The Portfolio will not position hedge with respect to a particular
currency to an extent greater than the aggregate market value (at the time of
making such sale) of the currencies held in its portfolio denominated or quoted
in that currency.

          Stripped Mortgage-Related Securities. Each Portfolio may invest in
stripped mortgage-related securities ("SMRS"). For a general discussion of
mortgage-related securities, including SMRS, see "Description of Investment
Practices and Other Investment Policies -- Mortgage-Related Securities," below.

          Forward Currency Exchange Transactions. Each Portfolio may engage in
forward currency exchange transactions to protect against uncertainty in the
level of future currency exchange rates. The Portfolios may purchase or sell a
foreign currency on a spot (or cash) basis at the prevailing spot rate in
connection with the settlement of transactions in portfolio securities
denominated in that foreign currency.

          If conditions warrant, the Portfolios may also enter into forward
currency exchange contracts and may purchase and sell foreign currency futures
contracts as hedges against changes in foreign currency exchange rates between
the trade and settlement dates on particular transactions and not for
speculation. See "Description of Investment Practices and Other Investment
Policies," below, for additional information on forward currency exchange
contracts.

          For transaction hedging purposes, the Portfolios may also purchase and
sell call and put options on foreign currency futures contracts and on foreign
currencies. For position hedging purposes, each Portfolio may purchase or sell
foreign currency futures contracts, foreign currency forward contracts, and
options on foreign currency futures contracts and on foreign currencies. In
connection with position hedging, the Portfolios may also purchase or sell
foreign currency on a spot basis.

          Repurchase Agreements. Each of the Portfolios may enter into
repurchase agreements. For a general discussion of repurchase agreements, see
"Description of Investment Practices and Other Investment Policies," below.

          Description of Certain Money Market Securities in Which the Portfolios
May Invest. The Portfolios may invest in the following money market securities:
certificates of deposit, bankers' acceptances, bank time deposits, commercial
paper and variable notes. See "Description of Investment Practices and Other
Investment Policies," below, for information on these types of securities.

          Warrants. The Portfolio may invest in warrants. For a general
discussion on warrants, see "Description of Investment Practices and Other
Investment Policies," below.

          Asset-Backed Securities. The Portfolios may invest in asset-backed
securities (unrelated to first mortgage loans), which represent fractional
interests in pools of retail installment loans, leases or revolving credit
receivables, both secured (such as Certificates for Automobile Receivables or
"CARS") and unsecured (such as Credit Card Receivable Securities or "CARDS").


          Investment in Other Investment Companies. Each of the Portfolios
currently invests directly in portfolio securities, but may also, with the
approval of the Portfolios' Directors and upon obtaining such exemptive relief
from the Commission as may be necessary, invest in shares of one or more other
investment companies advised by the Adviser that, in turn, invest directly in
portfolio securities. If the Portfolios' Directors approve investments by the
Portfolios in other investment companies advised by the Adviser, no shareholder
approval would be required. Investing in shares of other investment companies
advised by the Adviser involves substantially the same risks as investing
directly in the underlying instruments, but may involve additional expenses
similar to those borne directly by the Portfolios, including advisory fees and
other operating expenses. The Portfolios would invest in other investment
companies advised by the Adviser only if the Adviser were to determine that such
additional expenses would likely be outweighed by the benefits of such
investments relative to direct investments in portfolio securities, such as
increased diversification and reduced transaction costs.


          Forward Commitments and When-Issued and Delayed Delivery Securities.
Each Portfolio may enter into forward commitments for the purchase of securities
and may purchase securities on a "when-issued" or "delayed delivery" basis. For
additional information on forward commitments and when-issued and delayed
delivery securities, see "Description of Investment Practices and Other
Investment Policies," below.

          Options on Securities. Each Portfolio may write and purchase call and
put options on securities. Each Portfolio intends to write only covered options.
Each of the Portfolios may also write combinations of put and call options on
the same security, known as "straddles," with the same exercise and expiration
date. For additional information regarding options on securities, see
"Description of Investment Practices and Other Investment Policies," below.

          Options on Securities Indices. Each Portfolio may write (sell) covered
call and put options and purchase call and put options on securities indices.
For further information on options on securities indices, see "Description of
Investment Practices and Other Investment Policies," below.

          Futures Contracts. Each Portfolio may enter into interest rate futures
contracts, index futures contracts and foreign currency futures contracts. For a
general discussion of futures contracts, see "Description of Investment
Practices and Other Investment Policies," below.

          Options on Futures Contracts. The Portfolios may purchase options on
futures contracts for hedging purposes instead of purchasing or selling the
underlying futures contracts. See "Description of Investment Practices and Other
Investment Policies," below, for a general discussion on options on futures
contracts.

          Forward Currency Exchange Contracts. Each Portfolio may enter into
forward currency exchange contracts to attempt to minimize the risk to the
Portfolio from adverse changes in the relationship between the U.S. dollar and
foreign currencies. For additional information about forward currency exchange
contracts, see "Description of Investment Practices and Other Investment
Policies," below.

          Options on Foreign Currencies. Each Portfolio may purchase and write
options on foreign currencies for hedging purposes or to increase return. For
additional information on options on foreign currencies, see "Description of
Investment Practices and Other Investment Policies," below.

ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO

          Special Investment Considerations. Investing in securities issued by
foreign corporations involves considerations and possible risks not typically
associated with investing in obligations issued by U.S. corporations. The values
of foreign investments are affected by changes in currency rates or exchange
control regulations, application of foreign tax laws, including withholding
taxes, changes in governmental administration or economic or monetary policy (in
this country or abroad) or changed circumstances in dealings between nations.
Costs are incurred in connection with conversions between various currencies. In
addition, foreign brokerage commissions are generally higher than in the United
States, and foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than in the United States. Investments
in foreign countries could be affected by other factors not present in the
United States, including expropriation, confiscatory taxation, lack of uniform
accounting and auditing standards and potential difficulties in enforcing
contractual obligations and could be subject to extended settlement periods.

          Options. In seeking to attain long-term growth of capital, the
Portfolio may supplement customary investment practices by writing and
purchasing call options listed on one or more U.S. or foreign securities
exchanges and purchasing put options, including listed put options and put
options on market indices.

          See "Description of Investment Practices and Other Investment
Policies," below, for additional information on options.


          Options on Securities Indices. The Portfolio may deal only in options
on securities indices that are listed on a stock exchange or dealt in on a
regulated market. However, the Portfolio may purchase or sell OTC options on
financial instruments, if such transactions are more advantageous to the
Portfolio or if quoted options having the required features are not available,
provided that such transactions are made with highly rated counterparties
specializing in these types of transactions. For a general discussion on options
on securities indices, see "Description of Investment Practices and Other
Investment Policies," below.

          Forward Currency Exchange Contracts. The Portfolio may purchase or
sell forward currency exchange contracts to attempt to minimize the risk to the
Portfolio from adverse changes in the relationship between the U.S. Dollar and
other currencies. Generally, the foreign exchange transactions of the Portfolio
will be conducted on a spot, i.e., cash, basis at the spot rate for purchasing
or selling currency prevailing in the foreign exchange market. Under normal
market conditions, this rate differs from the prevailing exchange rate in an
amount generally less than one-tenth of one percent due to the costs of
converting from one currency to another. However, the Portfolio has authority to
deal in forward foreign exchange between currencies of the different countries
in whose securities it will invest as a hedge against possible variations in the
foreign exchange rates between these currencies. The Portfolio's dealings in
forward currency exchange contracts will be limited to hedging involving either
specific transactions or portfolio positions.

          Forward currency exchange contracts must be either quoted on a stock
exchange or dealt in or on a regulated market. However, the Portfolio may enter
into forward currency exchange contracts with highly rated financial
institutions. See "Description of Investment Practices and Other Investment
Polices," below, for a general discussion on forward currency exchange
contracts.

          Foreign Currency Options, Foreign Currency Futures and Options on
Foreign Currency Futures. The Portfolio is also authorized to purchase or sell
listed or unlisted foreign currency options, foreign currency futures and
related options on foreign currency futures as a short or long hedge against
possible variations in foreign exchange rates. The Portfolio may enter into such
transactions only in connection with hedging strategies against variations on
exchange rates.

          Contracts on currencies must either be quoted on a stock exchange or
dealt in or on a regulated market except that the Portfolio may enter into
currency forward contracts or swap arrangements with highly rated financial
institutions.

          The Portfolio will segregate in a segregated account with its
custodian bank liquid assets having a market value substantially representing
any subsequent decrease in the market value of such hedged security, less any
initial or variation margin held in the account of its broker.

          Currency Swaps. The Portfolio may enter into currency swaps for
hedging purposes. For a general discussion on currency swaps, see "Description
of Investment Practices and Other Investment Policies," below.

          ADRs and EDRs. In addition to purchasing corporate securities of
non-U.S. issuers in overseas securities markets, the Portfolio may invest in
ADRs, European Depository Receipts (EDRs) or other securities representing
securities of companies based in countries other than the United States.
Transactions in these securities may not necessarily be settled in the same
currency as transactions in the securities into which they represent. Generally,
ADRs, in registered form, are designed for use in the U.S. securities markets
and EDRs, in bearer form, are designed for use in European securities markets.

          Stock Index Futures. The Portfolio may purchase and sell stock index
futures contracts. For a general discussion on stock index futures contracts,
see "Description of Investment Practices and Other Investment Policies," below.

          Futures Contracts and Options on Futures Contracts. The Portfolio may
enter into contracts for the purchase or sale for future delivery of foreign
currencies, or contracts based on financial indices, including any index of U.S.
Government Securities, securities issued by foreign government entities, or
common stocks ("futures contracts") and may purchase and write put and call
options to buy or sell futures contracts ("options on futures contracts").

          Options on interest rate futures must either be listed on an exchange
or dealt in on a regulated market, except that the Portfolio may purchase or
sell OTC options on financial instruments, if such transactions are more
advantageous to the Portfolio or if quoted options having the required features
are not available, provided that such transactions must be made with highly
rated counterparties specializing in these types of transactions.


          For additional information on the use, risks and costs of futures
contracts and options on futures contracts, see "Description of Investment
Practices and Other Investment Policies," below.

          Interest Rate Transactions (Swaps, Caps and Floors). In order to
attempt to protect the value of the Portfolio's investments from interest rate
fluctuations, the Portfolio may enter into various hedging transactions, such as
interest rate swaps and the purchase or sale of interest rate caps and floors.
See "Description of Investment Practices and Other Investment Policies," below,
for additional information on interest rate transactions.


INVESTMENT RESTRICTIONS


          Fundamental Investment Policies. The following investment
restrictions, which are applicable to each of the Portfolios, supplement those
set forth above and may not be changed without shareholder approval. A Portfolio
may not:


          (a) concentrate investments in an industry, other than the utilities
industry for AllianceBernstein Utility Income Portfolio, 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;(1)


----------
(1)  For AllianceBernstein Money Market Portfolio, this limitation does not
     apply to investments in securities issued or guaranteed by the United
     States Government, its agencies or instrumentalities or certificates of
     deposit and bankers' acceptances issued or guaranteed by, or
     interest-bearing savings deposits maintained at, banks and savings
     institutions and loan associations (including foreign branches of U.S.
     banks and U.S. branches of foreign banks).


          (b) 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) 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) 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 a Portfolio from investing in securities or
other instruments backed by real estate or in securities of companies engaged in
the real estate business;


          (e) purchase or sell commodities regulated by the Commodity Futures
Trading Commission under the Commodity Exchange Act or commodities contracts
except for futures contracts and options on futures contracts; or


          (f) act as an underwriter of securities, except that a Portfolio may
acquire restricted securities under circumstances in which, if such securities
were sold, the Portfolio might be deemed to be an underwriter for purposes of
the Securities Act.


          As a fundamental policy, each Portfolio, except AllianceBernstein
Global Bond Portfolio, AllianceBernstein Global Dollar Government Portfolio and
AllianceBernstein Americas Government Income Portfolio, is diversified (as that
term is defined in the 1940 Act).(2) This means that at least 75% of the
Portfolio's assets consist of:


----------
(2)  As a matter of operating policy, pursuant to Rule 2a-7, the
     AllianceBernstein Money Market Portfolio will invest no more than 5% of its
     assets in the first tier (as defined in Rule 2a-7) securities of any one
     issuer, except that under Rule 2a-7, the Portfolio may invest up to 25% of
     its total assets in the first tier securities of a single issuer for a
     period of up to three business days. This policy with respect to
     diversification would give the Portfolio the ability to invest, with
     respect to 25% of its assets, more than 5% of its assets, in any one issuer
     only in the event rule 2a-7 is amended in the future.


          o    Cash or cash items;
          o    Government securities;
          o    Securities of other investment companies; and
          o    Securities of any one issuer that represent not more than 10% of
               the outstanding voting securities of the issuer of the securities
               and not more than 5% of the total assets of the Portfolio.


Non-Fundamental Investment Policy
---------------------------------


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



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

                       DESCRIPTION OF INVESTMENT PRACTICES
                          AND OTHER INVESTMENT POLICIES

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

          This section describes the Portfolios' investment practices and
associated risks, as well as certain other investment policies. Unless otherwise
noted, a Portfolio's use of any of these practices is specified in "Investment
Polices and Restrictions," above.

CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND BANK TIME DEPOSITS

          Certificates of deposit are receipts issued by a bank in exchange for
the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market prior to maturity.

          Bankers' acceptances typically arise from short-term credit
arrangements designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then accepted by another bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most maturities are six months or less.

          Bank time deposits are funds kept on deposit with a bank for a stated
period of time in an interest bearing account. At present, bank time deposits
maturing in more than seven days are not considered by the Adviser to be readily
marketable.

COMMERCIAL PAPER

          Commercial paper consists of short-term (usually from 1 to 270 days)
unsecured promissory notes issued by entities in order to finance their current
operations.

CONVERTIBLE SECURITIES

          Convertible securities include bonds, debentures, corporate notes and
preferred stocks. Convertible securities are instruments that are convertible at
a stated exchange rate into common stock. Prior to their conversion, convertible
securities have the same general characteristics as non-convertible securities
that provide a stable stream of income with generally higher yields than those
of equity securities of the same or similar issuers. The market value of
convertible securities tends to decrease as interest rates rise and, conversely,
to increase as interest rates decline. While convertible securities generally
offer lower interest yields than non-convertible debt securities of similar
quality, they offer investors the potential from increases in the market price
of the underlying common stock. Convertible debt securities that are rated Baa3
or lower by Moody's or BBB- or lower by S&P, or Fitch and comparable unrated
securities as determined by the Adviser may share some or all of the risk of
non-convertible debt securities with those ratings.

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

DERIVATIVES


          Each Portfolio may, but is not required to, use derivatives for risk
management purposes or as part of its investment practices. Derivatives are
financial contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. These assets, rates, and indices may
include bonds, stocks, mortgages, commodities, interest rates, currency exchange
rates, bond indices and stock indices. Derivatives may be (i) standardized,
exchange-traded contracts or (ii) customized, privately-negotiated contracts.
Exchange-traded derivatives tend to be more liquid and subject to less credit
risk than those that are privately negotiated. A Portfolio may use derivatives
to earn income and enhance returns, to hedge or adjust the risk profile of a
portfolio and either to replace more traditional direct investments or to obtain
exposure to otherwise inaccessible markets.


          The four principal types of derivatives, which include options,
futures, forwards and swaps, as well as the methods in which they may be used by
a Portfolio are described below.


          Options. An option, which may be standardized and exchange-traded, or
customized and privately negotiated, is an agreement that, for a premium payment
or fee, gives the option holder (the buyer) the right but not the obligation to
buy or sell the underlying asset (or settle for cash an amount based on an
underlying asset, rate or index) at a specified price (the exercise price)
during a period of time or on a specified date. A call option entitles the
holder to purchase, and a put option entitles the holder to sell, the underlying
asset (or settle for cash an amount based on an underlying asset, rate or
index). Likewise, when an option is exercised the writer of the option is
obligated to sell (in the case of a call option) or to purchase (in the case of
a put option) the underlying asset (or settle for cash an amount based on an
underlying asset, rate or index). Investments in options are considered
speculative. A Portfolio may lose the premium paid for them if the price of the
underlying security or other asset decreased or remained the same (in the case
of a call option) or increased or remained the same (in the case of a put
option). If a put or call option purchased by a Portfolio were permitted to
expire without being sold or exercised, its premium would represent a loss to
the Portfolio.


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


          Forward Contracts. A forward contract is a customized, privately
negotiated agreement for one party to buy, and the other party to sell, a
specific quantity of an underlying commodity or other tangible asset for an
agreed-upon price at a future date. A forward contract generally is settled by
physical delivery of the commodity or other tangible asset underlying the
forward contract to an agreed upon location at a future date (rather than
settled by cash) or will be rolled forward into a new forward contract.
Non-deliverable forwards ("NDFs") specify a cash payment upon maturity. NDFs are
normally used when the market for physical settlement of the currency is
underdeveloped, heavily regulated or highly taxed.


          Swaps. A swap is a customized, privately negotiated agreement that
obligates two parties to exchange a series of cash flows at specified intervals
(payment dates) based upon or calculated by reference to changes in specified
prices or rates (interest rates in the case of interest rate swaps, currency
exchange rates in the case of currency swaps) for a specified amount of an
underlying asset (the "notional" principal amount). The payment flows are netted
against each other, with the difference being paid by one party to the other.
Except for currency swaps, the notional principal amount is used solely to
calculate the payment streams but is not exchanged. With respect to currency
swaps, actual principal amounts of currencies may be exchanged by the
counterparties at the initiation, and again upon the termination, of the
transaction. Swap transactions also include credit default swaps in which one
party pays a periodic fee, typically expressed in basis points on a notational
amount, in return for a contingent payment by the counterparty following a
credit event in a specific debt obligation or obligations. A credit event is
typically a default and the contingent payment may be a cash settlement or by
physical delivery of the reference obligation in return for payment of its face
amount.


          Risks of Derivatives. Investment techniques employing such derivatives
involve risks different from, and, in certain cases, greater than, the risks
presented by more traditional investments. Following is a general discussion of
important risk factors and issues concerning the use of derivatives that
investors should understand in considering the proposed amendment of a
Portfolio's investment policies.


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


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


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


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


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


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


          Use of Options, Futures, Forwards and Swaps by the Portfolios.


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


          A Portfolio may write a put or call option in return for a premium,
which is retained by the Portfolio whether or not the option is exercised. A
Portfolio will not write uncovered call or put options on securities. A call
option written by a Portfolio is "covered" if the Portfolio owns the underlying
security, has an absolute and immediate right to acquire that security upon
conversion or exchange of another security it holds, or holds a call option on
the underlying security with an exercise price equal to or less than of the call
option it has written. A put option written by a Portfolio is covered if the
Portfolio holds a put option on the underlying securities with an exercise price
equal to or greater than of the put option it has written.


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


          By writing a call option, a Portfolio limits its opportunity to profit
from any increase in the market value of the underlying security above the
exercise price of the option. By writing a put option, a Portfolio assumes the
risk that it may be required to purchase the underlying security for an exercise
price above its then current market value, resulting in a capital loss unless
the security subsequently appreciates in value. Where options are written for
hedging purposes, such transactions constitute only a partial hedge against
declines in the value of portfolio securities or against increases in the value
of securities to be acquired, up to the amount of the premium. A Portfolio may
purchase put options to hedge against a decline in the value of portfolio
securities. If such decline occurs, the put options will permit the Portfolio to
sell the securities at the exercise price or to close out the options at a
profit. By using put options in this way, a Portfolio will reduce any profit it
might otherwise have realized on the underlying security by the amount of the
premium paid for the put option and by transaction costs.


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


          A Portfolio may purchase or write options on securities of the types
in which it is permitted to invest in privately negotiated (i.e.,
over-the-counter) transactions. A Portfolio will effect such transactions only
with investment dealers and other financial institutions (such as commercial
banks or savings and loan institutions) deemed creditworthy by the Adviser, and
the Adviser has adopted procedures for monitoring the creditworthiness of such
entities.


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


          A Portfolio may write (sell) call and put options and purchase call
and put options on securities indexes.


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


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


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


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


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


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


          Futures Contracts. Futures contracts that a Portfolio may buy and sell
may include futures contracts on fixed-income or other securities, and contracts
based on interest rates, foreign currencies or financial indices, including any
index of U.S. Government securities.


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


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


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


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


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


          Each Portfolio has claimed an exclusion from the definition of the
term "commodity pool operator" under the Commodity Exchange Act and therefore is
not subject to registration or regulation as a pool operator under that Act.


          Options on Futures Contracts. Options on futures contracts are options
that call for the delivery of futures contracts upon exercise. Options on
futures contracts written or purchased by a Portfolio will be traded on U.S.
exchanges and, will be used only for hedging purposes.


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


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


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


          A Portfolio may enter into forward currency exchange contracts to
attempt to minimize the risk to a Portfolio from adverse changes in the
relationship between the U.S. dollar and foreign currencies. A Portfolio intends
to enter into forward currency exchange contracts for hedging purposes similar
to those described above in connection with its transactions in foreign currency
futures contracts. In particular, a forward currency exchange contract to sell a
currency may be entered into in lieu of the sale of a foreign currency futures
contract where a Portfolio seeks to protect against an anticipated increase in
the exchange rate for a specific currency which could reduce the dollar value of
portfolio securities denominated in such currency. Conversely, a Portfolio may
enter into a forward currency exchange contract to purchase a given currency to
protect against a projected increase in the dollar value of securities
denominated in such currency which the Portfolio intends to acquire. A Portfolio
also may enter into a forward currency exchange contract in order to assure
itself of a predetermined exchange rate in connection with a security
denominated in a foreign currency. A Portfolio may engage in currency "cross
hedging" when, in the opinion of the Adviser, the historical relationship among
foreign currencies suggests that the Portfolio may achieve the same protection
for a foreign security at a reduced cost through the use of a forward currency
exchange contract relating to a currency other than the U.S. dollar or the
foreign currency in which the security is denominated.


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


          A Portfolio has established procedures consistent with SEC policies
concerning purchases of foreign currency through forward currency exchange
contracts. Accordingly, a Portfolio will segregate and mark to market liquid
assets in an amount at least equal to the Portfolio's obligations under any
forward currency exchange contracts.


          Credit Default Swap Agreements. The "buyer" in a credit default swap
contract is obligated to pay the "seller" a periodic stream of payments over the
term of the contract in return for a contingent payment upon the occurrence of a
credit event with respect to an underlying reference obligation. Generally, a
credit event means bankruptcy, failure to pay, obligation acceleration or
modified restructuring. A Portfolio may be either the buyer or seller in the
transaction. As a seller, a Portfolio receives a fixed rate of income throughout
the term of the contract, which typically is between one month and five years,
provided that no credit event occurs. If a credit event occurs, a Portfolio
typically must pay the contingent payment to the buyer, which is typically the
"par value" (full notional value) of the reference obligation. The contingent
payment may be a cash settlement or by physical delivery of the reference
obligation in return for payment of the face amount of the obligation. If a
Portfolio is a buyer and no credit event occurs, the Portfolio it will lose its
periodic stream of payments over the term of the contract. However, if a credit
event occurs, the buyer typically receives full notional value for a reference
obligation that may have little or no value.


          Credit default swaps may involve greater risks than if a Portfolio had
invested in the reference obligation directly. Credit default swaps are subject
to general market risk, liquidity risk and credit risk. As noted above, if a
Portfolio is a buyer and no credit event occurs, it will lose its periodic
stream of payments over the term of the contract. In addition, the value of the
reference obligation received by a Portfolio as a seller if a credit event
occurs, coupled with the periodic payments previously received, may be less than
the full notional value it pays to the buyer, resulting in a loss of value to
the Portfolio.


          A Portfolio will not enter into a credit default swap if the swap
provides for settlement by physical delivery and such delivery would result in
the Portfolio investing in securities rated below BBB- or Baa3 or not
maintaining an average aggregate credit rating of at least A-.


          Currency Swaps. A Portfolio may enter into currency swaps for hedging
purposes. Currency swaps involve the exchange by a Portfolio with another party
of a series of payments in specified currencies. Since currency swaps are
individually negotiated, a Portfolio expects to achieve an acceptable degree of
correlation between its portfolio investments and its currency swaps positions.
A currency swap may involve the delivery at the end of the exchange period of a
substantial amount of one designated currency in exchange for the other
designated currency. Therefore the entire principal value of a currency swap is
subject to the risk that the other party to the swap will default on its
contractual delivery obligations. The net amount of the excess, if any, of a
Portfolio's obligations over its entitlements with respect to each currency swap
will be accrued on a daily basis and an amount of liquid assets having an
aggregate NAV at least equal to the accrued excess will be maintained in a
segregated account by the Portfolio's custodian. A Portfolio will not enter into
any currency swap unless the credit quality of the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in the highest rating
category of at least one nationally recognized rating organization at the time
of entering into the transaction. If there is a default by the other party to
such a transaction, a Portfolio will have contractual remedies pursuant to the
agreements related to the transactions.


          Interest Rate Transactions. A Portfolio may enter into interest rate
swap, cap or floor transactions, which may include preserving a return or spread
on a particular investment or portion of its portfolio or protecting against an
increase in the price of securities the Portfolio anticipates purchasing at a
later date. The Adviser does not intend to use these transactions in a
speculative manner. A Portfolio also may invest in interest rate transaction
futures. A Portfolio will enter into interest rate swap, cap or floor
transactions only with counterparties who have credit ratings of at least A (or
the equivalent) from any one nationally recognized statistical rating
organization or counterparties with guarantors with debt securities having such
a rating.


          Interest rate swaps involve the exchange by a Portfolio with another
party of their respective commitments to pay or receive interest (e.g., an
exchange of floating rate payments for fixed rate payments) computed based on a
contractually-based principal (or "notional") amount. Interest rate swaps are
entered into on a net basis (i.e., the two payment streams are netted out, with
a Portfolio receiving or paying, as the case may be, only the net amount of the
two payments). Interest rate caps and floors are similar to options in that the
purchase of an interest rate cap or floor entitles the purchaser, to the extent
that a specified index exceeds (in the case of a cap) or falls below (in the
case of a floor) a predetermined interest rate, to receive payments of interest
on a notional amount from the party selling the interest rate cap or floor. A
Portfolio may enter into interest rate swaps, caps and floors on either an
asset-based or liability-based basis, depending upon whether it is hedging its
assets or liabilities.


          The swap market has grown substantially in recent years, with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. As a result, the swap market
has become well established and relatively liquid. Caps and floors are less
liquid than swaps. These transactions do not involve the delivery of securities
or other underlying assets or principal. Accordingly, unless there is a
counterparty default, the risk of loss to a Portfolio from interest rate
transactions is limited to the net amount of interest payments that the
Portfolio is contractually obligated to make. A Portfolio will enter into
interest rate swap, cap or floor transactions only with counterparties who have
credit ratings of at least A- (or the equivalent) from any one NRSRO or
counterparties with guarantors with debt securities having such a rating.


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


          A Portfolio normally will invest in covered warrants, which entitle
the holder to purchase from the issuer common stock of an international company
or receive a cash payment (generally in U.S. dollars). The cash payment is
calculated according to a predetermined formula. A Portfolio may invest in low
exercise price warrants, which are warrants with an exercise price that is very
low relative to the market price of the underlying instrument at the time of
issue (e.g., one cent or less). The buyer of a low exercise price warrant
effectively pays the full value of the underlying common stock at the outset. In
the case of any exercise of warrants, there may be a time delay between the time
a holder of warrants gives instructions to exercise and the time the price of
the common stock relating to exercise or the settlement date is determined,
during which time the price of the underlying security could change
significantly. In addition, the exercise or settlement date of the warrants may
be affected by certain market disruption events, such as difficulties relating
to the exchange of a local currency into U.S. dollars, the imposition of capital
controls by a local jurisdiction or changes in the laws relating to foreign
investments. These events could lead to a change in the exercise date or
settlement currency of the warrants, or postponement of the settlement date. In
some cases, if the market disruption events continue for a certain period of
time, the warrants may become worthless resulting in a total loss of the
purchase price of the warrants.


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


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


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


INVESTMENTS IN LOWER-RATED FIXED-INCOME SECURITIES

          Debt securities rated below investment grade, i.e., Ba3 and lower by
Moody's or BB- and lower by S&P, and Fitch (lower-rated securities), or, if not
rated, determined by the Adviser to be of equivalent quality, are subject to
greater risk of loss of principal and interest than higher-rated securities and
are considered to be predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal, which may in any case decline
during sustained periods of deteriorating economic conditions or rising interest
rates. They are also generally considered to be subject to greater market risk
than higher-rated securities in times of deteriorating economic conditions. In
addition, lower-rated securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment grade
securities, although the market values of securities rated below investment
grade and comparable unrated securities tend to react less to fluctuations in
interest rate levels than do those of higher-rated securities. Debt securities
rated Ba (including Ba1, Ba2 and Ba3) by Moody's or BB (including BB+ and BB-)
by S&P, and Fitch are judged to have speculative characteristics or to be
predominantly speculative with respect to the issuer's ability to pay interest
and repay principal. Debt securities rated B (including B1, B2, B3, B+ and B-)
by Moody's, S&P, and Fitch are judged to have highly speculative characteristics
or to be predominantly speculative. Such securities may have small assurance of
interest and principal payments. Debt securities having the lowest ratings for
non-subordinated debt instruments assigned by Moody's, S&P, or Fitch (i.e.,
rated C by Moody's or CCC- and lower by S&P, or Fitch) are considered to have
extremely poor prospects of ever attaining any real investment standing, to have
a current identifiable vulnerability to default, to be unlikely to have the
capacity to pay interest and repay principal when due in the event of adverse
business, financial or economic conditions, and/or to be in default or not
current in the payment of interest or principal. See "--Securities Ratings,"
below, for additional information.

          Adverse publicity and investor perceptions about lower-rated
securities, whether or not based on fundamental analysis, may tend to decrease
the market value and liquidity of such lower-rated securities. The Adviser tries
to reduce the risk inherent in investment in lower-rated securities through
credit analysis, diversification and attention to current developments and
trends in interest rates and economic and political conditions. However, there
can be no assurance that losses will not occur. Since the risk of default is
higher for lower-rated securities, the Adviser's research and credit analysis
are a correspondingly important aspect of its program for managing a Portfolio's
securities than would be the case if the Portfolio did not invest in lower-rated
securities. In considering investments for a Portfolio, the Adviser attempts to
identify those high-risk, high-yield securities whose financial condition is
adequate to meet future obligations, has improved or is expected to improve in
the future. The Adviser's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earnings prospects and
the experience and managerial strength of the issuer.

FOREIGN SECURITIES

          Foreign securities are securities that are not publicly traded in the
United States. Investment in foreign issuers or securities principally outside
the United States may involve certain special risks due to foreign economic,
political, diplomatic and legal developments, including favorable or unfavorable
changes in currency exchange rates, exchange control regulations (including
currency blockage), expropriation of assets or nationalization, confiscatory
taxation, imposition of withholding taxes on dividend or interest payments, and
possible difficulty in obtaining and enforcing judgments against foreign
entities. Furthermore, issuers of foreign securities are subject to different,
often less comprehensive, accounting, reporting and disclosure requirements than
domestic issuers. The securities of some foreign companies and foreign
securities markets are less liquid and at times more volatile than securities of
comparable U.S. companies and U.S. securities markets. Foreign brokerage
commissions and other fees are also generally higher than in the United States.
There are also special tax considerations which apply to securities of foreign
issuers and securities principally traded overseas.

          Special Risk Considerations. 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.

          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 companies are also generally not subject to
uniform accounting and auditing and financial reporting standards, practices and
requirements comparable to those applicable to United States companies.

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

          With respect to certain foreign countries, there is the possibility of
adverse changes in investment or exchange control regulations and interest
rates, expropriation or confiscatory taxation, limitations on the removal of
funds or other assets of a Portfolio, political or social instability, or
diplomatic developments which could affect United States investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the United States economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position.

          The dividends and interest payable on certain of a Portfolio's foreign
securities may be subject to foreign withholding taxes, thus reducing the net
amount of income available for distribution to the Portfolio's shareholders. 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 Portfolio.

          Although the Portfolios value their assets daily in terms of U.S.
Dollars, they do not intend to convert their holdings of foreign currencies into
U.S. Dollars on a daily basis. The Portfolios will do so from time to time, and
investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee, they do realize a profit based on the
difference (commonly known as the spread) between the price at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a Portfolio at one rate, while offering a lesser rate of
exchange should the Portfolio desire to resell that currency to the dealer.

          Investors should understand that the expense ratio of a Portfolio can
be expected to be higher than investment companies investing 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.

          Investors should further understand that all investments have a risk
factor. There can be no guarantee against loss resulting from an investment in a
Portfolio, and there can be no assurance that a Portfolio's investment objective
will be attained.

          Risks of Foreign Investments. 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 a Portfolio may invest require, for both tax and accounting
purposes, that certain assets and liabilities be restated on the issuers 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.

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

          Foreign investment in certain foreign securities is restricted or
controlled to varying degrees. These restrictions or controls may at times limit
or preclude foreign investment in certain foreign securities and increase the
costs and expenses of a Portfolio. Certain countries in which a Portfolio 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 other than those on which a Portfolio focuses its
investments 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. A
Portfolio could be adversely affected by delays in, or a refusal to grant, any
required governmental approval for repatriation of capital, as well as by the
application to the Portfolio of any restrictions on investments. Investing in
local markets may require a Portfolio to adopt special procedures, seek local
governmental approvals or take other actions, each of which may involve
additional costs to the Portfolio.

          Income from certain investments held by a Portfolio could be reduced
by foreign income taxes, including withholding taxes. It is impossible to
determine the effective rate of foreign tax in advance. A Portfolio's NAV may
also be affected by changes in the rates or methods of taxation applicable to a
Portfolio or to entities in which the Portfolio has invested. The Adviser
generally considers the cost of any taxes in determining whether to acquire any
particular investments, but can provide no assurance that the tax treatment of
investments held by a Portfolio will not be subject to change.

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES

          Certain Portfolios may enter into forward commitments for the purchase
of securities and may purchase securities on a "when-issued" or "delayed
delivery" basis. Agreements for such purchases might be entered into, for
example, when a Portfolio anticipates a decline in interest rates and is able to
obtain a more advantageous yield by committing currently to purchase securities
to be issued later. When a Portfolio purchases securities in this manner, it
does not pay for the securities until they are received, and the Portfolio is
required to create a segregated account with the Fund's custodian and to
maintain in that account liquid assets in an amount equal to or greater than, on
a daily basis, the amount of the Portfolio's forward commitments and
"when-issued" or "delayed delivery" commitments. At the time a Portfolio intends
to enter into a forward commitment, it will record the transaction and
thereafter reflect the value of the security purchased or, if a sale, the
proceeds to be received, in determining its NAV. Any unrealized appreciation or
depreciation reflected in such valuation of a "when, as and if issued" security
would be canceled in the event that the required conditions did not occur and
the trade was canceled.

          A Portfolio will enter into forward commitments and make commitments
to purchase securities on a "when-issued" or "delayed delivery" basis only with
the intention of actually receiving or delivering the securities, as the case
may be. However, a Portfolio may sell these securities before the settlement
date if, in the opinion of the Adviser, it is deemed advisable as a matter of
investment portfolio.

          Purchases of securities on these bases may involve more risk than
other types of purchases. For example, by committing to purchase securities in
the future, a Portfolio subjects itself to a risk of loss on such commitments as
well as on its portfolio securities. Also, a Portfolio may have to sell assets
which have been set aside in order to meet redemptions. In addition, if a
Portfolio determines it is advisable as a matter of investment strategy to sell
the forward commitment or "when-issued" or "delayed delivery" securities before
delivery, that Portfolio may incur a gain or loss because of market fluctuations
since the time the commitment to purchase such securities was made. Any such
gain or loss would be treated as a capital gain or loss for tax purposes. When
the time comes to pay for the securities to be purchased under a forward
commitment or on a "when-issued" or "delayed delivery" basis, a Portfolio will
meet its obligations from the then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale of
the forward commitment or "when-issued" or "delayed delivery" securities
themselves (which may have a value greater or less than a Portfolio's payment
obligation).

ILLIQUID SECURITIES

          Each Portfolio may invest in illiquid securities. A Portfolio will
limit such investments to no more than 15% of its net assets (10% for
AllianceBernstein Money Market Portfolio) or such other amount permitted by
guidance regarding the 1940 Act. Illiquid securities include, among others, (a)
securities that are illiquid by virtue of the absence of a readily available
market or legal or contractual restriction or resale, (b) options purchased by
the Portfolio over-the-counter and the cover for options written by the
Portfolio over-the-counter and (c) repurchase agreements not terminable within
seven days. Securities that have legal or contractual restrictions on resale but
have a readily available market are not deemed illiquid for purposes of the
Portfolios' limitations. The Adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors.

          Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act, securities that are otherwise not readily
marketable and repurchase agreements having a maturity of longer than seven
days. Securities which have not been registered under the Securities Act are
referred to as private placements or restricted securities and are purchased
directly from the issuer or in the secondary market. Mutual funds do not
typically hold a significant amount of these restricted 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 might also have to register such restricted securities in order to
dispose of them resulting in additional expense and delay. Adverse market
conditions could impede such a public offering of securities.

          In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act,
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

          Rule 144A under the Securities Act allows a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a safe harbor from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. An insufficient number of qualified
institutional buyers interested in purchasing certain restricted securities held
by a Portfolio could, however, affect adversely the marketability of such
portfolio securities, and the Portfolio might be unable to dispose of such
securities promptly or at reasonable prices. A Portfolio's investments in Rule
144A eligible securities are not subject to the limitations described above
under Section 4(2).

          The Adviser, acting under the supervision of the Board of Directors,
will monitor the liquidity of restricted securities in each of the Portfolios
that are eligible for resale pursuant to Rule 144A. In reaching liquidity
decisions, the Adviser will consider, among others, the following factors: (i)
the frequency of trades and quotes for the security; (ii) the number of dealers
making quotations to purchase or sell the security; (iii) the number of other
potential purchasers of the security; (iv) the number of dealers undertaking to
make a market in the security; (v) the nature of the security 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 (vi) any applicable Commission interpretation or position with respect to
such type of securities.


INVESTMENTS IN OTHER INVESTMENT COMPANIES


          Each Portfolio may invest in the securities of other investment
companies, exchange-traded funds, to the extent permitted 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.


LOANS OF PORTFOLIO SECURITIES


          Each Portfolio may make secured loans of their portfolio securities to
brokers, dealers and financial institutions provided that liquid assets, or bank
letters of credit equal to at least 100% of the market value of the securities
loaned are deposited and maintained by the borrower with the Portfolio. A
Portfolio may lend portfolio securities to the extent permitted 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. A principal risk in
lending portfolio securities, as with other extensions of credit, consists of
possible loss of rights in the collateral should the borrower fail financially.
In addition, a Portfolio will be exposed to the risk that the sale of any
collateral realized upon a borrower's default will not yield proceeds sufficient
to replace the loaned securities. In determining whether to lend securities to a
particular borrower, the Adviser (subject to review by the Board of Directors)
will consider all relevant facts and circumstances, including the
creditworthiness of the borrower. While securities are on loan, the borrower
will pay a Portfolio any income earned thereon and the Portfolio may invest any
cash collateral in portfolio securities, thereby earning additional income, or
receive an agreed-upon amount of income from a borrower who has delivered
equivalent collateral. Any such investment of cash collateral will be subject to
a Portfolio's investment risks. A Portfolio will have the right to regain record
ownership of loaned securities or equivalent securities in order to exercise
ownership rights such as voting rights, subscription rights and rights to
dividends, interest or other distributions. A Portfolio may pay reasonable
finders, administrative and custodial fees in connection with a loan. A
Portfolio will not lend its portfolio securities to any officer, director,
employee or affiliate of the Portfolio or the Adviser. The Board of Directors
will monitor a Portfolio's lending of portfolio securities.

MORTGAGE-RELATED SECURITIES

          The mortgage-related securities in which a Portfolio may invest
provide funds for mortgage loans made to residential home buyers. These include
securities which represent interests on pools of mortgage loans made by lenders
such as savings and loan institutions, mortgage bankers, commercial banks and
others. Pools of mortgage loans are assembled for sale to investors (such as the
Portfolio) by various governmental, government-related and private
organizations.

          Yields on mortgage-related securities are typically quoted by
investment dealers and vendors based on the maturity of the underlying
instruments and the associated average life assumption. In periods of falling
interest rates the rate of prepayment tends to increase, thereby shortening the
actual average life of a pool of mortgage-related securities. Conversely, in
periods of rising interest rates the rate of prepayment tends to decrease,
thereby lengthening the actual average life of the pool.

          Actual prepayment experience may cause the yield to differ from the
issued average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the yield of a
Portfolio. The compounding effect from reinvestment of monthly payments received
by a Portfolio will increase the yield to shareholders compared to bonds that
pay interest semi-annually.

          See also " -- U.S. Government Securities - U.S. Government
Mortgage-Related Securities," below.

          Canadian Government Guaranteed Mortgage Related Securities. Canadian
mortgage-related securities may be issued in several ways, the most common of
which is a modified pass- through vehicle issued pursuant to the program (the
"NHA MBS Program") established under the National Housing Act of Canada ("NHA").
Certificates issued pursuant to the NHA MBS Program ("NHA Mortgage-Related
Securities") benefit from the guarantee of the Canada Mortgage and Housing
Corporation ("CMHC"), a federal Crown corporation that is (except for certain
limited purposes) an agent of the Government of Canada whose guarantee (similar
to that of GNMA in the United States) is an unconditional obligation of the
Government of Canada except as described below. The NHA currently provides that
the aggregate principal amount of all issues of NHA Mortgage-Related Securities
in respect of which CMHC may give a guarantee must not exceed $60 billion.

          NHA Mortgage-Related Securities are backed by a pool of insured
mortgages that satisfy the requirements established by the NHA. Issuers that
wish to issue NHA Mortgage-Related Securities must meet the status and other
requirements of CMHC and submit the necessary documentation to become an
approved issuer. When an approved issuer wishes to issue NHA Mortgage- Related
Securities in respect of a particular pool of mortgages, it must seek the
approval of CMHC. Such mortgages must, among other things, be first mortgages
that are insured under the NHA, not be in default and provide for equal monthly
payments throughout their respective terms.

          The mortgages in each NHA Mortgage-Related Securities pool are
assigned to CMHC which, in turn, issues a guarantee of timely payment of
principal and interest that is shown on the face of the certificates
representing the NHA Mortgage-Related Securities (the "NHA MBS Certificates").
NHA Mortgage-Related Securities do not constitute any liability of, nor evidence
any recourse against, the issuer of the NHA Mortgage-Related Securities, but in
the event of any failure, delay or default under the terms of NHA MBS
Certificates, the holder has recourse to CMHC in respect of its guarantee set
out on the NHA MBS Certificates.

          In any legal action or proceeding or otherwise, CMHC has agreed not to
contest or defend against a demand for the timely payment of the amount set
forth and provided for in, and unpaid on, any duly and validly issued NHA MBS
Certificate, provided that such payment is sought and claimed by or on behalf of
a bona fide purchaser of and investor in such security, without actual notice at
the time of the purchase of the basis or grounds for contesting or defending
against that demand for timely payment.

          While most Canadian Mortgage-Related Securities are subject to
voluntary prepayments, some pools are not and function more like a traditional
bond. The typical maturity of Canadian Mortgage-Related Securities is five
years, as most Canadian residential mortgages provide for a five-year maturity
with equal monthly blended payments of interest and principal based on a
twenty-five year amortization schedule. Pursuant to recent changes adopted by
CMHC, maturities of NHA Mortgaged-Related Securities may be as short as six
months or as long as eighteen years.

          Collateralized Mortgage Obligations. Collateralized mortgage
obligations ("CMOs") are debt obligations issued generally by finance
subsidiaries or trusts that are secured by mortgage-backed certificates,
including, in many cases, GNMA Certificates, FHLMC Certificates and FNMA
Certificates, together with certain funds and other collateral.

          Scheduled distributions on the mortgage-backed certificates pledged to
secure the CMOs, together with certain funds and other collateral, will be
sufficient to make timely payments of interest on the CMOs and to retire the
CMOs not later than their stated maturity. Since the rate of payment of
principal of the CMOs depends on the rate of payment (including prepayments) of
the principal of the underlying mortgage-backed certificates, the actual
maturity of the CMOs could occur significantly earlier than their stated
maturity. The CMOs may be subject to redemption under certain circumstances.
CMOs bought at a premium (i.e., a price in excess of principal amount) may
involve additional risk of loss of principal in the event of unanticipated
prepayments of the underlying mortgages because the premium may not have been
fully amortized at the time the obligation is repaid.

          Although payment of the principal of and interest on the
mortgage-backed certificates pledged to secure the CMOs may be guaranteed by
GNMA, FHLMC, or FNMA, the CMOs represent obligations solely of the issuer and
are not insured or guaranteed by GNMA, FHLMC, FNMA or any other governmental
agency, or by any other person or entity. The issuers of CMOs typically have no
significant assets other than those pledged as collateral for the obligations.

          The staff of the Commission currently takes the position, in a
reversal of its former view, that certain issuers of CMOs are not investment
companies for purposes of Section 12(d)(i) of the 1940 Act, which limits the
ability of one investment company to invest in another investment company. In
reliance on a recent staff interpretation, a Portfolio's investments in certain
qualifying CMOs, including CMOs that have elected to be treated as real estate
mortgage investment conduits (REMICs), are not subject to the 1940 Act's
limitation on acquiring interests in other investment companies. In order to be
able to rely on the staff's interpretation, the CMOs and REMICs must be
unmanaged, fixed-asset issuers, that (a) invest primarily in mortgage-backed
securities, (b) do not issue redeemable securities, (c) operate under general
exemptive orders exempting them from all provisions of the 1940 Act, and (d) are
not registered or regulated under the 1940 Act as investment companies.

          Stripped Mortgage-Related Securities. Stripped mortgage-related
securities ("SMRS") are derivative multi-class mortgage-related securities. SMRS
may be issued by the U.S. Government, its agencies or instrumentalities, or by
private originators of, or investors in, mortgage loans, including savings and
loan associations, mortgage banks, commercial banks, investment banks and
special purpose subsidiaries of the foregoing.

          SMRS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of GNMA, FNMA
or FHLMC certificates, whole loans or private pass-through mortgage-related
securities ("Mortgage Assets"). A common type of SMRS will have one class
receiving some of the interest and most of the principal from the Mortgage
Assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "IO" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yield to
maturity on an IO class is extremely sensitive to the rate of principal payments
(including prepayments) on the related underlying Mortgage Assets, and a rapid
rate of principal prepayments may have a material adverse effect on the yield to
maturity of the IO class. The rate of principal prepayment will change as the
general level of interest rates fluctuates. If the underlying Mortgage Assets
experience greater than anticipated principal prepayments, a Portfolio may fail
to fully recoup its initial investment in these securities. Due to their
structure and underlying cash flows, SMRS may be more volatile than
mortgage-related securities that are not stripped.

          Although SMRS are purchased and sold by institutional investors
through several investment banking firms acting as brokers or dealers, these
securities were only recently developed. As a result, established trading
markets have not yet developed for these securities and, accordingly, they may
be illiquid.

REPURCHASE AGREEMENTS

          Each of the Portfolios, except AllianceBernstein Balanced Shares
Portfolio, AllianceBernstein Global Technology Portfolio and AllianceBernstein
Global Research Growth Portfolio, may invest in repurchase agreements pertaining
to the types of securities in which it invests. A repurchase agreement arises
when a buyer purchases a security and simultaneously agrees to resell it to the
vender at an agreed-upon future date, normally one day or a few days later. The
resale price is greater than the purchase price, reflecting an agreed-upon
market rate which is effective for the period of time the buyer's money is
invested in the security and which is not related to the coupon rate on the
purchased security. Such agreements permit a Portfolio to keep all of its assets
at work while retaining overnight flexibility in pursuit of investments of a
longer-term nature. Each Portfolio requires continual maintenance of collateral
held by the Fund's custodian in an amount equal to, or in excess of, the market
value of the securities that are the subject of the agreement. In the event that
a vendor defaulted on its repurchase obligation, a Portfolio might suffer a loss
to the extent that the proceeds from the sale of the collateral were less than
the repurchase price. If the vendor became bankrupt, the Portfolio might be
delayed in, or prevented from, selling the collateral. Repurchase agreements may
be entered into with member banks of the Federal Reserve System or primary
dealers (as designated by the Federal Reserve Bank of New York) in U.S.
Government Securities. Repurchase agreements often are for short periods such as
one day or a week, but may be longer.

RIGHTS AND WARRANTS

          Certain of the Portfolios may invest in rights and warrants which
entitle the holder to buy equity securities at a specific price for a specific
period of time, but will do so only if the equity securities themselves are
deemed appropriate by the Adviser for inclusion in a Portfolio's investment
portfolio. Rights are similar to warrants except that they have a substantially
shorter duration. Rights and warrants may be considered more speculative than
certain other types of investments in that they do not entitle a holder to
dividends or voting rights with respect to the underlying securities nor do they
represent any rights in the assets of the issuing company. The value of right or
warrant does not necessarily change with the value of the underlying security,
although the value of a right or warrant may decline because of a decrease in
the value of the underlying security, the passage of time or a change in
perception as to the potential of the underlying security, or any combination
thereof. If the market price of the underlying security is below the exercise
price set forth in the warrant on the expiration date, the warrant will expire
worthless. Moreover, a right or warrant ceases to have value if it is not
exercised prior to the expiration date.

SECURITIES RATINGS

          The ratings of fixed-income securities by Moody's, S&P, Fitch,
Dominion Bond Rating Service Ltd. and A.M. Best Company are a generally accepted
barometer of credit risk. They are, however, subject to certain limitations from
an investor's standpoint. The rating of an issuer is heavily weighted by past
developments and does not necessarily reflect probable future conditions. There
is frequently a lag between the time a rating is assigned and the time it is
updated. In addition, there may be varying degrees of difference in credit risk
of securities within each rating category.


          The Adviser generally uses ratings issued by S&P, Moody's, Fitch and
Dominion Bond Rating Service Ltd. Some securities are rated by more than one of
these ratings agencies, and the ratings assigned to the security by the rating
agencies may differ. In such an event and for purposes of determining compliance
with restrictions on investments for a Portfolio, if a security is rated by two
or more rating agencies, the Adviser will deem the security to be rated at the
highest rating. For example, if a security is rated by Moody's and S&P only,
with Moody's rating the security as Ba and S&P as BBB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Baa by Moody's and BBB by
S&P). Or, if a security is rated by Moody's, S&P and Fitch, with Moody's rating
the security as Ba1, S&P as BBB and Fitch as BB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Ba1 by Moody's, BBB by S&P
and BBB by Fitch).

          The Adviser will try to reduce the risk inherent in a Portfolio's
investment approach through credit analysis, diversification and attention to
current developments and trends in interest rates and economic conditions.
However, there can be no assurance that losses will not occur. In considering
investments for a Portfolio, the Adviser will attempt to identify those
high-yielding securities whose financial condition is adequate to meet future
obligations, has improved, or is expected to improve in the future. The
Adviser's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the experience and
managerial strength of the issuer.

          Non-rated securities may also be considered for investment by certain
of the Portfolios when the Adviser believes that the financial condition of the
issuers of such securities, or the protection afforded by the terms of the
securities themselves, limits the risk to a Portfolio to a degree comparable to
that of rated securities which are consistent with that Portfolio's objectives
and policies.

SHORT SALES

          A short sale is effected by selling a security that a Portfolio does
not own, or if the Portfolio does own such security, it is not to be delivered
upon consummation of the sale. A short sale is against the box to the extent
that a Portfolio contemporaneously owns or has the right to obtain securities
identical to those sold short without payment. Short sales may be used in some
cases by a Portfolio to defer the realization of gain or loss for federal income
tax purposes on securities then owned by the Portfolio. However, if a Portfolio
has unrealized gain with respect to a security and enters into a short sale with
respect to such security, the Portfolio generally will be deemed to have sold
the appreciated security and thus will recognize gain for tax purposes.

SPECIAL SITUATIONS

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

STANDBY COMMITMENT AGREEMENTS

          The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the
security can reasonably be expected to be issued, and the value of the security
will thereafter be reflected in the calculation of a Portfolio's NAV. The cost
basis of the security will be adjusted by the amount of the commitment fee. In
the event the security is not issued, the commitment fee will be recorded as
income on the expiration date of the standby commitment. A Portfolio will at all
times maintain a segregated account with the Fund's custodian of cash and/or
securities in an aggregate amount equal to the purchase price of the securities
underlying the commitment.

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

STRUCTURED SECURITIES AND SOVEREIGN DEBT OBLIGATIONS

          Certain of the Portfolios may invest in interests in entities
organized and operated solely for the purpose of restructuring the investment
characteristics of Sovereign Debt Obligations. This type of restructuring
involves the deposit with or purchase by an entity, such as a corporation or
trust, of specified instruments (such as commercial bank loans or Brady Bonds)
and the issuance by that entity of one or more classes of securities
("Structured Securities") backed by, or representing interests in, the
underlying instruments. The cash flow on the underlying instruments may be
apportioned among the newly issued Structured Securities to create securities
with different investment characteristics such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to Structured Securities is dependent on the extent of the cash
flow on the underlying instruments. Because Structured Securities of the type in
which a Portfolio anticipates it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments.

          A Portfolio could invest in a class of Structured Securities that is
either subordinated or unsubordinated to the right of payment of another class.
Subordinated Structured Securities typically have higher yields and present
greater risks than unsubordinated Structured Securities.

          Certain issuers of Structured Securities may be deemed to be
investment companies as defined in the 1940 Act. As a result, the Portfolio's
investment in these Structured Securities may be limited by the restrictions
contained in the 1940 Act described in the respective Portfolio's Prospectuses
under "Investment in Other Investment Companies."

          Established secondary markets may not exist for many of the Sovereign
Debt Obligations in which a Portfolio will invest. Sovereign Debt Obligations
held by a Portfolio may take the form of bonds, notes, bills, debentures,
warrants, short-term paper, loan participations, loan assignments and interests
issued by entities organized and operated for the purpose of restructuring the
investment characteristics of other Sovereign Debt Obligations. Reduced
secondary market liquidity may have an adverse effect on the market price and a
Portfolio's ability to dispose of particular instruments when necessary to meet
its liquidity requirements or in response to specific economic events such as a
deterioration in the creditworthiness of the issuer. Reduced secondary market
liquidity for certain Sovereign Debt Obligations may also make it more difficult
for a Portfolio to obtain accurate market quotations for purpose of valuing its
portfolio. Market quotations are generally available on many Sovereign Debt
Obligations only from a limited number of dealers and may not necessarily
represent firm bids of those dealers or prices for actual sales.

          By investing in Sovereign Debt Obligations, a Portfolio is exposed to
the direct or indirect consequences of political, social and economic changes in
various countries. Political changes in a country may affect the willingness of
a foreign government to make or provide for timely payments of its obligations.
The country's economic status, as reflected, among other things, in its
inflation rate, the amount of its external debt and its gross domestic product,
also affects the governments ability to honor its obligations.

          Many countries providing investment opportunities have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have adverse effects on the economies and securities markets of
certain of these countries. In an attempt to control inflation, wage and price
controls have been imposed in certain countries.

          Investing in Sovereign Debt Obligations involves economic and
political risks. The Sovereign Debt Obligations in which a Portfolio may invest
in most cases will pertain to countries that are among the worlds largest
debtors to commercial banks, foreign governments, international financial
organizations and other financial institutions. In recent years, the governments
of some of these countries have encountered difficulties in servicing their
external debt obligations, which led to defaults on certain obligations and the
restructuring of certain indebtedness. Restructuring arrangements have included,
among other things, reducing and rescheduling interest and principal payments by
negotiating new or amended credit agreements, and obtaining new credit to
finance interest payments. Certain governments have not been able to make
payments of interest on or principal of Sovereign Debt Obligations as those
payments have come due. Obligations arising from past restructuring agreements
may affect the economic performance and political and social stability of those
issuers.

          Central banks and other governmental authorities which control the
servicing of Sovereign Debt Obligations may not be willing or able to permit the
payment of the principal or interest when due in accordance with the terms of
the obligations. As a result, the issuers of Sovereign Debt Obligations may
default on their obligations. Defaults on certain Sovereign Debt Obligations
have occurred in the past. Holders of certain Sovereign Debt Obligations may be
requested to participate in the restructuring and rescheduling of these
obligations and to extend further loans to the issuers. The interests of holders
of Sovereign Debt Obligations could be adversely affected in the course of
restructuring arrangements or by certain other factors referred to below.
Furthermore, some of the participants in the secondary market for Sovereign Debt
Obligations may also be directly involved in negotiating the terms of these
arrangements and may therefore have access to information not available to other
market participants.

          The ability of governments to make timely payments on their
obligations is likely to be influenced strongly by the issuer's balance of
payments and its access to international credits and investments. A country
whose exports are concentrated in a few commodities could be vulnerable to a
decline in the international prices of one or more of those commodities.
Increased protectionism on the part of a country's trading partners could also
adversely affect the country's exports and diminish its trade account surplus,
if any. To the extent that a country receives payment for its exports in
currencies other than dollars, its ability to make debt payments denominated in
dollars could be adversely affected.

          To the extent that a country develops a trade deficit, it will need to
depend on continuing loans from foreign governments, multilateral organizations
or private commercial banks, aid payments from foreign governments and on
inflows of foreign investment. The access of a country to these forms of
external funding may not be certain, and a withdrawal of external funding could
adversely affect the capacity of a government to make payments on its
obligations. In addition, the cost of servicing debt obligations can be affected
by a change in international interest rates since the majority of these
obligations carry interest rates that are adjusted periodically based upon
international rates.

          Another factor bearing on the ability of a country to repay Sovereign
Debt Obligations is the level of the country's international reserves.
Fluctuations in the level of these reserves can affect the amount of foreign
exchange readily available for external debt payments and, thus, could have a
bearing on the capacity of the country to make payments in its Sovereign Debt
Obligations.

          A Portfolio may invest in Sovereign Debt Obligations that are not
current in the payment of interest or principal or are in default, so long as
the Adviser believes it to be consistent with the Portfolio's investment
objectives. A Portfolio may have limited legal recourse in the event of a
default with respect to certain Sovereign Debt Obligations it holds. For
example, remedies from defaults on certain Sovereign Debt Obligations, unlike
those on private debt, must, in some cases, be pursued in the courts of the
defaulting party itself. Legal recourse therefore may be significantly
diminished. Bankruptcy, moratorium and other similar laws applicable to issuers
of Sovereign Debt Obligations may be substantially different from those
applicable to issuers of private debt obligations. The political context,
expressed as the willingness of an issuer of Sovereign Debt Obligations to meet
the terms of the debt obligation, for example, is of considerable importance. In
addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of securities issued by foreign
governments in the event of default under commercial bank loan agreements.

U.S. GOVERNMENT SECURITIES

          U.S. Government Securities, include: (i) U.S. Treasury obligations,
which differ only in their interest rates, maturities and times of issuance,
U.S. Treasury bills (maturity of one year or less), U.S. Treasury notes
(maturities of one to 10 years), and U.S. Treasury bonds (generally maturities
of greater than 10 years), all of which are backed by the full faith and credit
of the United States; and (ii) obligations issued or guaranteed by U.S.
Government agencies or instrumentalities, including government guaranteed
mortgage-related securities, some of which are backed by the full faith and
credit of the U.S. Treasury (e.g., direct pass-through certificates of the
Government National Mortgage Association), some of which are supported by the
right of the issuer to borrow from the U.S. Government (e.g., obligations of
Federal Home Loan Banks), and some of which are backed only by the credit of the
issuer itself (e.g., obligations of the Student Loan Marketing Association). See
Appendix A for a description of obligations issued or guaranteed by U.S.
Government agencies or instrumentalities.

          U.S. Government Guaranteed Mortgage-Related Securities -- General.
Mortgages backing the U.S. Government guaranteed mortgage-related securities
purchased by the Portfolios include, among others, conventional 30-year fixed
rate mortgages, graduated payment mortgages, 15-year mortgages and adjustable
rate mortgages. All of these mortgages can be used to create pass-through
securities. A pass-through security is formed when mortgages are pooled together
and undivided interests in the pool or pools are sold. The cash flow from the
mortgages is passed through to the holders of the securities in the form of
periodic payments of interest, principal and prepayments (net of a service fee).
Prepayments occur when the holder of an individual mortgage prepays the
remaining principal before the mortgage's scheduled maturity date. As a result
of the pass-through of prepayments of principal on the underlying securities,
mortgage-backed securities are often subject to more rapid prepayment of
principal than their stated maturity would indicate. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the realized yield or average life of a particular issue of
pass-through certificates. Prepayment rates are important because of their
effect on the yield and price of the securities. Accelerated prepayments
adversely impact yields for pass-throughs purchased at a premium (i.e., a price
in excess of principal amount) and may involve additional risk of loss of
principal because the premium may not be fully amortized at the time the
obligation is repaid. The opposite is true for pass-throughs purchased at a
discount. A Portfolio may purchase mortgage-related securities at a premium or
at a discount. Principal and interest payments on the mortgage-related
securities are government guaranteed to the extent described below. Such
guarantees do not extend to the value or yield of the mortgage-related
securities themselves or of a Portfolio's shares of common stock.

          GNMA Certificates. Certificates of the Government National Mortgage
Association ("GNMA Certificates") are mortgage-related securities, which
evidence an undivided interest in a pool or pools of mortgages. GNMA
Certificates that a Portfolio may purchase are the modified pass-through type,
which entitle the holder to receive timely payment of all interest and principal
payments due on the mortgage pool, net of fees paid to the issuer and GNMA,
regardless of whether or not the mortgagors actually make mortgage payments when
due.

          The National Housing Act authorizes GNMA to guarantee the timely
payment of principal and interest on securities backed by a pool or mortgages
insured by the Federal Housing Administration ("FHA") or guaranteed by the
Veterans Administration ("VA"). The GNMA guarantee is backed by the full faith
and credit of the United States Government. GNMA is also empowered to borrow
without limitation from the U.S. Treasury if necessary to make any payments
required under its guarantee.

          The average life of a GNMA Certificate is likely to be substantially
shorter than the original maturity of the mortgages underlying the securities.
Prepayments of principal by mortgagors and mortgage foreclosures will usually
result in the return of the greater part of principal investment long before the
maturity of the mortgages in the pool. Foreclosures impose no risk to principal
investment because of the GNMA guarantee, except to the extent that a Portfolio
has purchased the certificates above par in the secondary market.

          FHLMC Securities. The Federal Home Loan Mortgage Corporation ("FHLMC")
was created in 1970 through enactment of Title III of the Emergency Home Finance
Act of 1970. Its purpose is to promote development of a nationwide secondary
market in conventional residential mortgages.

          The FHLMC issues two types of mortgage-related pass- through
securities ("FHLMC Certificates"), mortgage participation certificates ("PCs")
and guaranteed mortgage securities ("GMCs"). PCs resemble GNMA Certificates in
that each PC represents a pro rata share of all interest and principal payments
made and owed on the underlying pool. The FHLMC guarantees timely monthly
payment of interest on PCs and the ultimate payment of principal.

          GMCs also represent a pro rata interest in a pool of mortgages.
However, these instruments pay interest semi-annually and return principal once
a year in guaranteed minimum payments. The expected average life of these
securities is approximately ten years. The FHLMC guarantee is not backed by the
full faith and credit of the United States.

          FNMA Securities. The Federal National Mortgage Association ("FNMA")
was established in 1938 to create a secondary market in mortgages insured by the
FHA. FNMA issues guaranteed mortgage pass-through certificates ("FNMA
Certificates"). FNMA Certificates resemble GNMA Certificates in that each FNMA
Certificate represents a pro rata share of all interest and principal payments
made and owed on the underlying pool. FNMA guarantees timely payment of interest
and principal on FNMA Certificates. The FNMA guarantee is not backed by the full
faith and credit of the United States.

          Zero Coupon Treasury Securities. Zero coupon Treasury securities are
U.S. Treasury bills, notes and bonds which have been stripped of their unmatured
interest coupons and receipts or certificates representing interests in such
stripped debt obligations and coupons. A zero coupon security is a debt
obligation that does not entitle the holder to any periodic payments prior to
maturity but, instead, is issued and traded at a discount from its face amount.
The discount varies depending on the time remaining until maturity, prevailing
interest rates, liquidity of the security and perceived credit quality of the
issuer. The market prices of zero coupon securities are generally more volatile
than those of interest-bearing securities, and are likely to respond to changes
in interest rates to a greater degree than otherwise comparable securities that
do pay periodic interest. Current federal tax law requires that a holder (such
as a Portfolio) of a zero coupon security accrue a portion of the discount at
which the security was purchased as income each year, even though the holder
receives no interest payment on the security during the year. As a result, in
order to make the distributions necessary for a Portfolio not to be subject to
federal income or excise taxes, the Portfolio might be required to pay out as an
income distribution each year an amount, obtained by liquidation of portfolio
securities if necessary, greater than the total amount of cash that the
Portfolio has actually received as interest during the year. The Adviser
believes, however, that it is highly unlikely that it would be necessary to
liquidate any portfolio securities for this purpose.

          Currently the only U.S. Treasury security issued without coupons is
the Treasury bill. Although the U.S. Treasury does not itself issue treasury
notes and bonds without coupons, under the U.S. Treasury STRIPS program interest
and principal on certain long term treasury securities may be maintained
separately in the Federal Reserve book entry system and may be separately traded
and owned. However, in the last few years a number of banks and brokerage firms
have separated ("stripped") the principal portions ("corpus") from the coupon
portions of the U.S. Treasury bonds and notes and sold them separately in the
form of receipts or certificates representing undivided interests in these
instruments (which instruments are generally held by a bank in a custodial or
trust account). The staff of the Commission has indicated that these receipts or
certificates representing stripped corpus interests in U.S. Treasury securities
sold by banks and brokerage firms should be considered as securities issued by
the bank or brokerage firm involved and, therefore, should not be included in a
Portfolio's categorization of U.S. Government Securities for purposes of the
Portfolio's investing a certain percentage of its assets in U.S. Government
Securities. The Fund disagrees with the staff's interpretation but has
undertaken, until final resolution of the issue, to include each Portfolio's
purchases of such securities in the non-U.S. Government Securities portion of
the Portfolio's investments. However, if such securities are deemed to be U.S.
Government Securities, a Portfolio will include them as such for purposes of
determining its limitation on U.S. Government Securities.

VARIABLE NOTES

          Variable amount master demand notes and variable amount floating rate
notes are obligations that permit the investment of fluctuating amounts by a
Portfolio at varying rates of interest pursuant to direct arrangements between
the Portfolio, as lender, and the borrower. Master demand notes permit daily
fluctuations in the interest rate while the interest rate under variable amount
floating rate notes fluctuate on a weekly basis. These notes permit daily
changes in the amounts borrowed. A Portfolio has the right to increase the
amount under these notes at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may repay up to the full
amount of the notes without penalty. Because these types of notes are direct
lending arrangements between the lender and the borrower, it is not generally
contemplated that such instruments will be traded and there is no secondary
market for these notes. Master demand notes are redeemable (and, thus,
immediately repayable by the borrower) at face value plus accrued interest at
any time. Variable amount floating rate notes are subject to next-day redemption
for 14 days after the initial investment therein. With both types of notes,
therefore, a Portfolio's right to redeem depends on the ability of the borrower
to pay principal and interest on demand. In connection with both types of note
arrangements, the Portfolio considers earning power, cash flow and other
liquidity ratios of the issuer. These notes, as such, are not typically rated by
credit rating agencies. Unless they are so rated, a Portfolio may invest in them
only if, at the time of an investment, the issuer has an outstanding issue of
unsecured debt rated Aa3 or better by Moody's or AA- or better by S&P, or Fitch.

          The ratings of fixed-income securities by S&P, Moody's, and Fitch are
a generally accepted barometer of credit risk. They are, however, subject to
certain limitations from an investor's standpoint. The rating of an issuer is
heavily weighted by past developments and does not necessarily reflect probable
future conditions. There is frequently a lag between the time a rating is
assigned and the time it is updated. In addition, there may be varying degrees
of difference in credit risk of securities within each rating category.

          A description of Moody's, S&P's, Fitch and Dominion Bond Rating
Service Ltd. short-term note ratings is included as Appendix A to the
Portfolios' Prospectuses.

FUTURE DEVELOPMENTS

          Certain of the Portfolios may, following written notice to their
shareholders, take advantage of other investment practices that are not
currently contemplated for use by the Portfolios, or are not available but may
yet be developed, to the extent such investment practices are consistent with a
Portfolio's investment objective and legally permissible for the Portfolio. Such
investment practices, if they arise, may involve risks that are different from
or exceed those involved in the respective Portfolio's current investment
practices.

GENERAL

          The Fund has voluntarily agreed that each Portfolio with the ability
to invest in foreign issuers will adhere to the foreign security diversification
guidelines promulgated by certain State Insurance Departments. Pursuant to these
guidelines, each such Portfolio will invest in issuers from a minimum of five
different foreign countries. This minimum will be reduced to four different
foreign countries when foreign securities comprise less than 80% of the
Portfolio's NAV, three different foreign countries when foreign securities
comprise less than 60% of the Portfolio's NAV, two different foreign countries
when foreign securities comprise less than 40% of the Portfolio's NAV and one
foreign country when foreign securities comprise less than 20% of the
Portfolio's NAV. The Fund has also voluntarily agreed that each Portfolio that
may invest in foreign securities will limit its investment in the securities of
issuers located in any one country to 20% of the Portfolio's NAV, except that
the Portfolio may have an additional 15% of its NAV invested in securities of
issuers located in Australia, Canada, France, Japan, the United Kingdom or
Germany.

          In addition, the Fund has adopted an investment policy, which is not
designated a "fundamental policy" within the meaning of the 1940 Act, of
intending to have each Portfolio comply at all times with the diversification
requirements prescribed in Section 817(h) of the Code or any successor thereto
and the applicable Treasury Regulations thereunder. This policy may be changed
upon notice to shareholders of the Fund, but without their approval.

OTHER 1940 ACT RESTRICTIONS

          Under the 1940 Act, a Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term is
defined and used in the 1940 Act, of at least 300% for all borrowings of that
Portfolio. In addition, under the 1940 Act, in the event asset coverage falls
below 300%, a Portfolio must within three days reduce the amount of its
borrowing to such an extent that the asset coverage of its borrowings is at
least 300%. Assuming, for example, outstanding borrowings representing not more
than one-third of a Portfolio's total assets less liabilities (other than such
borrowings), the asset coverage of that Portfolio's portfolio would be 300%;
while outstanding borrowings representing 25% of the total assets less
liabilities (other than such borrowings), the asset coverage of the Portfolio's
portfolio would be 400%. Each Portfolio will maintain asset coverage of
outstanding borrowings of at least 300% and if necessary will, to the extent
possible, reduce the amounts borrowed by making repayments from time to time in
order to do so. Such repayments could require a Portfolio to sell portfolio
securities at times considered disadvantageous by the Adviser and such sales
could cause a Portfolio to incur related transaction costs and to realize
taxable gains.

          Under the 1940 Act, each Portfolio may invest not more than 10% of its
total assets in securities of other investment companies. In addition, under the
1940 Act each Portfolio may not own more than 3% of the total outstanding voting
stock of any investment company and not more than 5% of the value of each
Portfolio's total assets may be invested in the securities of any investment
company.

          The Portfolios may emphasize investments in particular industries or
sectors as a by-product of the stock selection process rather than as the result
of assigned targets or ranges.

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

                             MANAGEMENT OF THE FUND

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

BOARD OF DIRECTORS INFORMATION

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




                                                              PORTFOLIOS
                                                              IN FUND       OTHER
                                PRINCIPAL                     COMPLEX       DIRECTORSHIPS
NAME, ADDRESS, DATE OF          OCCUPATIONS(S)                OVERSEEN      HELD
BIRTH (YEAR ELECTED*)           DURING PAST 5 YEARS           BY DIRECTOR   BY DIRECTOR
---------------------           -------------------           -----------   -----------
                                                                   
INTERESTED DIRECTOR

Marc O. Mayer, **               Executive Vice President of       106       SCB Partners Inc;
1345 Avenue of the Americas     Alliance Bernstein L.P.                     SCB, Inc.
New York, NY  10105             since 2001 and Executive
10/02/1957                      Managing Director of
(2003)                          AllianceBernstein
                                Investments, Inc. since
                                2003; prior thereto he was
                                head of AllianceBernstein
                                Institutional Investments,
                                a unit of AllianceBernstein
                                from 2001- 2003. Prior
                                thereto, Chief Executive
                                Officer of Sanford C.
                                Bernstein & Co., LLC
                                (institutional research and
                                brokerage arm of Bernstein
                                & Co. LLC ("SCB & Co."))
                                and its predecessor since
                                prior to 2001. He is a
                                Director of SCB Partners,
                                Inc. and SCB Inc.

DISINTERESTED DIRECTORS

Chairman of the Board
William H. Foulk, Jr., #        Investment Adviser and an         108       None
2 Sound View Drive              Independent Consultant. He
Suite 100                       was formerly Senior Manager
Greenwich, CT 06830             of Barrett Associates,
9/7/1932                        Inc., a registered
1990                            investment adviser, with
                                which he had been
                                associated since prior to
                                2001. 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.

Ruth Block,***, #               Formerly Executive Vice           106       None
500 S.E. Mizner Blvd.           President and Chief
Boca Raton, FL 33432            Insurance Officer of The
11/7/1930                       Equitable Life Assurance
1992                            Society of the United
                                States ("Equitable");
                                Chairman and Chief
                                Executive Officer of Evlico
                                (insurance); Director of
                                Avon, BP (oil and gas),
                                Ecolab Incorporated
                                (specialty chemicals),
                                Tandem Financial Group and
                                Donaldson, Lufkin &
                                Jenrette Securities
                                Corporation; Governor at
                                Large, National Association
                                of Securities Dealers, Inc.

David H. Dievler, #             Independent Consultant.           107       None
P.O. Box 167                    Until December 1994 he was
Spring Lake, NJ 07762           Senior Vice President of
10/23/1929                      AllianceBernstein
(1990)                          Corporation ("AB Corp.")
                                responsible for mutual fund
                                administration. Prior to
                                joining AB Corp. in 1984,
                                he was Chief Financial
                                Officer of Eberstadt Asset
                                Management since 1968.
                                Prior to that, he was a
                                Senior Manager at Price
                                Waterhouse & Co. Member of
                                American Institute of
                                Certified Public
                                Accountants since 1953.

John H. Dobkin #                Consultant. Formerly              106       None
P.O. Box 12                     President of Save Venice,
Annandale, NY 12504             Inc. (preservation
2/19/1942                       organization) from
(1992)                          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 and
                                during 1988-1992, Director
                                and Chairman of the Audit
                                Committee of AB Corp.

Michael J. Downey, #            Consultant since January          106       Asia Pacific Fund,
c/o AllianceBernstein L.P.      2004. Formerly managing                     Inc. and The Merger
Attn: Philip L. Kirstein        partner of Lexington                        Fund
1345 Avenue of the Americas     Capital, LLC (investment
New York, NY 10105              advisory firm) from
1/26/1944                       December 1997 until
(2005)                          December 2003. Prior
                                thereto, Chairman and CEO
                                of Prudential Mutual Fund
                                Management from 1987 to
                                1993.

D. James Guzy, #                Chairman of the Board             106       Intel Corporation;
P.O. Box 128                    of PLX Technology                           Cirrus Logic
Glenbrook, NV  89413            (semi-conductors) and                       Corporation
3/7/1936                        of SRC Computers Inc.,                      (semiconductors),
(2005)                          with which he has been                      Novellus
                                associated since prior                      Corporation
                                to 2001.  He is also                        (semi-conductor
                                President of the Arbor                      equipment); Micro
                                Company (private family                     Component
                                investments).                               Technology
                                                                            (semi-conductor
                                                                            equipment); the
                                                                            Davis Selected
                                                                            Advisers Group of
                                                                            Mutual Funds and
                                                                            LogicVision

Marshall C. Turner, Jr., #      CEO, Toppan Photomasks,           106       Toppan Photomasks,
220 Montgomery Street           Inc., (semi-conductor                       Inc.; the George
Penthouse 10                    manufacturing services),                    Lucas Educational
San Francisco, CA  94104-3402   Austin, Texas, 2003 -                       Foundation; Chairman
10/10/1941                      present, and President                      of the Board of the
(2005)                          since company acquired in                   Smithsonian's
                                2005, and name changed from                 National Museum of
                                DuPont Photomasks. Prior to                 Natural History
                                the company's sale in 2005,
                                he was Chairman and CEO. He
                                has also been Principal of
                                Turner Venture Associates
                                since 1993



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

**   Mr. Mayer is an "interested person," as defined in the 1940 Act, due to his
     position as an Executive Vice President of the Adviser.
***  Ms. Block was an "interested person", as defined in the 1940 Act, from July
     22, 1992 until October 21, 2004 by reason of her ownership of securities of
     a control person of the Adviser. Ms. Block received shares of The Equitable
     Companies Incorporated ("Equitable") as part of the demutualization of The
     Equitable Life Assurance Society of the United States in 1992. Ms. Block's
     Equitable shares were subsequently converted through a corporate action
     into American Depositary Shares of AXA, which were sold for approximately
     $2,400 on October 21, 2004. Equitable and AXA are control persons of the
     Adviser.
+    Member of the Fair Value Pricing Committee.
#    Member of the Audit Committee, the Governance and Nominating Committee and
     the Independent Directors Committee.


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


          The function of the Audit Committee is to assist the Board of
Directors in its oversight of the Fund's financial reporting process. The Audit
Committee met [___] times during the Fund's most recently completed fiscal year.


          The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Board of Directors. The Governance and Nominating Committee met [___] times
during the Fund's most recently completed fiscal year.

          The Governance and Nominating Committee has a charter and, pursuant to
the charter, the Governance and Nominating Committee will consider candidates
for nomination as a director submitted by a shareholder or group of shareholders
who have beneficially owned at least 5% of a Portfolio's common stock or shares
of beneficial interest for at least two years at the time of submission and who
timely provide specified information about the candidates and the nominating
shareholder or group. To be timely for consideration by the Governance and
Nominating Committee, the submission, including all required information, must
be submitted in writing to the attention of the Secretary at the principal
executive offices of the 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 a Portfolio 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 a Portfolio 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, the candidate's ability to
qualify as a disinterested Director and such other criteria as the Governance
and Nominating Committee determines to be relevant in light of the existing
composition of the Board and any anticipated vacancies or other factors.

          The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the 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 met [___] times during the Fund's most recently
completed fiscal year.


          The function of the Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed
in executive session of the disinterested Trustees, such as review and approval
of the Advisory and Distribution Services Agreements. The Independent Directors
Committee met [___] times during the Fund's most recently completed fiscal year.


          The dollar range of the Fund's securities owned by each Director and
the aggregate dollar range of securities of all of the registered investment
companies to which the Adviser provides investment advisory services
(collectively, the "AllianceBernstein Fund Complex") owned by each Director are
set forth below.

                                                              AGGREGATE DOLLAR
                                                              RANGE OF EQUITY
                                 DOLLAR RANGE OF              SECURITIES IN THE
                                 EQUITY SECURITIES            ALLIANCEBERNSTEIN
                                 IN THE FUND AS OF            FUND COMPLEX AS OF
                                 DECEMBER 31, 2005            DECEMBER 31, 2005
                                 -----------------            -----------------

Marc O. Mayer                         None                    Over $100,000
Ruth Block                            None                    Over $100,000
David H. Dievler                      None                    Over $100,000
John H. Dobkin                        None                    Over $100,000
William H. Foulk, Jr.                 None                    Over $100,000
D. James Guzy                         None                    Over $100,000
Marshall C. Turner, Jr.               None                    $50,001 - $100,000

OFFICER INFORMATION

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

NAME, ADDRESS* AND      POSITION(S)              PRINCIPAL OCCUPATION
DATE OF BIRTH           HELD WITH FUND           DURING PAST 5 YEARS
------------------      --------------           -------------------

Marc O. Mayer,          President and Chief      See biography above.
10/2/1957               Executive Officer

Philip L. Kirstein,     Senior Vice President    Senior Vice President and
5/29/1945               and Independent          Independent Compliance
                        Compliance Officer       Officer - Mutual Funds of
                                                 the Adviser,** 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 and
                                                 First Vice President of
                                                 Merrill Lynch Investment
                                                 Managers L.P. since prior to
                                                 2001 until March 2003.

Frank V. Caruso,        Senior Vice President    Senior Vice President of
10/28/1956                                       Shields/the Adviser,** with
                                                 which he has been associated
                                                 since prior to 2001.

Paul C. Rissman,        Senior Vice President    Executive Vice President of
11/10/1956                                       the Adviser,** with which he
                                                 has been associated since
                                                 prior to 2001.

Andrew M. Aran,         Vice President           Senior Vice President of the
4/24/1957                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Bruce K. Aronow,        Vice President           Senior Vice President of the
7/2/1966                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Edward D. Baker, III,   Vice President           Senior Vice President and
2/4/1951                                         Chief Investment Officer -
                                                 Emerging Markets of the
                                                 Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Michael R. Baldwin,     Vice President           Senior Vice President of the
2/26/1958                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Thomas J. Bardong,      Vice President           Senior Vice President of the
4/28/1945                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Stephen Beinhacker,     Vice President           Senior Vice President of the
10/11/1964                                       Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Matthew D. W. Bloom,    Vice President           Senior Vice President of the
7/15/1956                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Russell I. Brody,       Vice President           Vice President of the
11/14/1966                                       Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

John F. Chiodi,         Vice President           Vice President of the
4/10/1966                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Michael P. Curcio,      Vice President           Senior Vice President of the
9/30/1965                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Paul J. DeNoon,         Vice President           Senior Vice President of the
4/18/1962                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Joseph C. Dona,         Vice President           Vice President of the
2/12/1961                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Marilyn G. Fedak,       Vice President           Executive Vice President of
1/3/1947                                         the Adviser** since October
                                                 2000. She is head of SCB &
                                                 Co., Value Equities Business
                                                 and Co-Chief Investment
                                                 Officer of U.S. Value
                                                 Equities. Prior thereto, she
                                                 was Chief Investment Officer
                                                 and Chairman of the U.S.
                                                 Equity Investment Policy
                                                 Group at SCB & Co. since
                                                 prior to 2001.

Norman M. Fidel,        Vice President           Senior Vice President of the
9/17/1945                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Gina M. Griffin,        Vice President           Senior Vice President of the
10/9/1959                                        Adviser,** with which she has
                                                 been associated since prior
                                                 to 2001.

Geoffrey Hauck,         Vice President           Senior Vice President of the
5/2/1964                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

William Johnston,       Vice President           Vice President of the
2/24/1961                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Alan E. Levi,           Vice President           Senior Vice President of the
9/27/1949                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Michael J. Levy,        Vice President           Assistant Vice President of
9/27/1949                                        the Adviser,** with which he
                                                 has been associated since
                                                 prior to 2001.

Theresa Marziano,       Vice President           Senior Vice President of the
9/1/1954                                         Adviser** since October 2000
                                                 and Co-Chief Investment
                                                 Officer of Real Estate
                                                 Investments since July 2004.
                                                 Prior thereto, she was a
                                                 Senior Analyst of investment
                                                 research at SCB & Co. since
                                                 prior to 2001.

Seth J. Masters,        Vice President           Executive Vice President of
6/4/1959                                         the Adviser** and Chief
                                                 Investment Officer of Style
                                                 Blend and Core Equity
                                                 Services and headed the U.S.
                                                 and Global Style Blend teams
                                                 at the Adviser since October
                                                 2000. Prior thereto, he was
                                                 Chief Investment Officer for
                                                 Emerging Markets Value at SCB
                                                 since prior to 2001.

Melanie A. May,         Vice President           Vice President of the Adviser**
12/19/1969                                       since prior to 2001.

Michael Mon,            Vice President           Vice President of the
3/2/1969                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Ranji H. Nagaswami,     Vice President           Senior Vice President of the
11/13/1963                                       Adviser** since October 2000.
                                                 She is also Vice Chairman of
                                                 AllianceBernstein
                                                 Investments, Inc.** and Chief
                                                 Investment Officer of
                                                 AllianceBernstein Fund
                                                 Investors since February
                                                 2004. Prior thereto, she was
                                                 managing director and co-head
                                                 of U.S. Fixed Income at UBS
                                                 Brison since prior to 2001.

Daniel Nordby,          Vice President           Senior Vice President of the
2/27/1944                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Jimmy K. Pang,          Vice President           Vice President of the
9/21/1973                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Raymond J. Papera,      Vice President           Senior Vice President of the
3/12/1956                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Joseph G. Paul,         Vice President           Senior Vice President of the
2/6/1960                                         Adviser,** Co-Chief Investment
                                                 Officer of Real Estate
                                                 Investments since July 2004,
                                                 and Chief Investment Officer
                                                 of Small and Mid
                                                 Capitalization Value Equities
                                                 since 2002. He is also Chief
                                                 Investment Officer of
                                                 Advanced Value at the Adviser**
                                                 since October 2000 and held
                                                 the same position at SCB
                                                 since prior to 2001.

Douglas J. Peebles,     Vice President           Executive Vice President of
8/10/1965                                        the Adviser,** with which he
                                                 has been associated since
                                                 prior to 2001.

Stephen W. Pelensky,    Vice President           Senior Vice President of the
9/8/1955                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Jeffrey S. Phlegar,     Vice President           Executive Vice President of
6/28/1966                                        the Adviser,** with which he
                                                 has been associated since
                                                 prior to 2001.

Michael J. Reilly,      Vice President           Senior Vice President of the
6/3/1964                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Thomas A. Schmitt,      Vice President           Senior Vice President of the
7/13/1957                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Jane Schneirov,         Vice President           Senior Vice President of the
3/26/1970                                        Adviser,** with which she has
                                                 been associated since prior
                                                 to 2001.

Karen Sesin,            Vice President           Senior Vice President of the
2/4/1959                                         Adviser,** with which she has
                                                 been associated since prior
                                                 to 2001.

Lawrence J. Shaw,       Vice President           Senior Vice President of the
2/9/1951                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Kevin F. Simms,         Vice President           Senior Vice President and a
3/23/1966                                        Co-Chief Investment Officer
                                                 of International Value
                                                 Equities since 2003, which he
                                                 assumed in addition to his
                                                 role as Director of Research
                                                 of Global and International
                                                 Value Equities at the Adviser**
                                                 since October 2000. Prior
                                                 thereto, he was Director of
                                                 Research for Emerging-Market
                                                 Equities of SCB & Co. since
                                                 2001.

Michael A. Snyder,      Vice President           Senior Vice President of the
4/18/1962                                        Adviser** since May, 2001.
                                                 Previously, he was a Managing
                                                 Director in the high yield
                                                 asset management group at
                                                 Donaldson, Lufkin & Jenrette
                                                 Corporation since prior to
                                                 2001.

Francis X. Souzzo,      Vice President           Senior Vice President of the
5/3/1957                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Christopher M. Toub,    Vice President           Senior Vice President of the
6/15/1959                                        Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Annie C. Tsao,          Vice President           Senior Vice President of the
10/22/1952                                       Adviser,** with which she has
                                                 been associated since prior
                                                 to 2001.

Jean Van De Walle,      Vice President           Senior Vice President of the
1/8/1959                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Janet A. Walsh          Vice President           Senior Vice President of the
2/2/1962                                         Adviser,** with which she has
                                                 been associated since prior
                                                 to 2001.

Greg J. Wilensky,       Vice President           Vice President of the
4/27/1967                                        Adviser,** and Director of
                                                 Stable Value Investments,
                                                 with which he has been
                                                 associated since prior to
                                                 2001.

Aaron J. Hoffman,       Assistant Vice           Vice President of the
7/29/1972               President                Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

Patricia Post,          Assistant Vice           Assistant Vice President of
1/31/1969               President                the Adviser,** with which she
                                                 has been associated since
                                                 prior to 2001.

Mark D. Gersten,        Treasurer and            Senior Vice President of
10/4/1950               Chief Financial          ABIS** and Vice President of
                        Officer                  AllianceBernstein
                                                 Investments, Inc.,** with
                                                 which he has been associated
                                                 since prior to 2001.

Emilie D. Wrapp,        Secretary                Senior Vice President,
11/13/1955                                       Assistant General Counsel and
                                                 Assistant Secretary of the
                                                 AllianceBernstein
                                                 Investments, Inc.,** with
                                                 which she has been associated
                                                 since prior to 2001.

Andrew L. Gangolf,      Assistant Secretary      Senior Vice President and
8/15/1954                                        Assistant General Counsel of
                                                 AllianceBernstein
                                                 Investments, Inc.,** with
                                                 which he has been associated
                                                 since prior to 2001.

Thomas R. Manley,       Controller               Vice President of the
8/3/1951                                         Adviser,** with which he has
                                                 been associated since prior
                                                 to 2001.

----------
*    The address for each of the Fund's officers is 1345 Avenue of the Americas,
     New York, NY 10105.

**   The Adviser, AllianceBernstein Investments, Inc., ABIS and SCB & Co. are
     affiliates of the Fund.


          The Fund does not pay any fees to, or reimburse expenses of, its
Directors who are considered "interested persons" of the Fund. The aggregate
compensation paid by the Fund to each of the Directors during the Fund's fiscal
year ended December 31, 2005, the aggregate compensation paid to each of the
Directors during calendar year 2005 by the AllianceBernstein Fund Complex, and
the total number of registered investment companies (and separate investment
portfolios within those 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 registered investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.



                                                          TOTAL
                                                          NUMBER OF       TOTAL
                                                          REGISTERED      NUMBER OF
                                                          INVESTMENT      INVESTMENT
                                                          COMPANIES       PORTFOLIOS
                                                          IN THE          IN THE
                                                          ALLIANCE-       ALLIANCE-
                                          TOTAL           BERNSTEIN       BERNSTEIN
                                          COMPENSATION    FUND COMPLEX,   FUND COMPLEX,
                                          FROM THE        INCLUDING THE   INCLUDING
                                          ALLIANCE-       FUND, AS TO     THE FUND, AS
                                          BERNSTEIN       WHICH THE       TO WHICH THE
                          AGGREGATE       FUND COMPLEX,   DIRECTOR IS A   DIRECTOR IS A
                          COMPENSATION    INCLUDING       DIRECTOR        DIRECTOR
NAME OF DIRECTOR          FROM THE FUND   THE FUND        OR TRUSTEE      OR TRUSTEE
----------------          -------------   --------        -----------     ----------
                                                                

Marc O. Mayer             $[__________]   $0                   40           106
Ruth Block                $[__________]   $240,916             40           106
David H. Dievler          $[__________]   $268,371             41           107
John H. Dobkin            $[__________]   $261,286             40           106
William H. Foulk, Jr.     $[__________]   $239,916             40           106
D. James Guzy             $[__________]   $486,995             42           108
Marshall C. Turner, Jr.   $[__________]   $32,000              40           106



          As of April [___], 2006, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.

ADVISER

          The Adviser, a Delaware limited partnership with principal offices at
1345 Avenue of the Americas, New York, New York 10105, has been retained under
an investment advisory agreement (the "Advisory Agreement") to provide
investment advice and, in general, to conduct the management and investment
program of the Fund under the supervision of the Fund's Board of Directors (see
"Management of the Fund" in the Prospectuses).


          The Adviser is a leading global investment management firm supervising
client accounts with assets as of December 31, 2005, totaling approximately $579
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.


          The Adviser is a registered investment adviser under the Investment
Advisers Act of 1940, as amended. As of September 30, 2004, AllianceBernstein
Holding, L.P. ("Holding"), a Delaware limited partnership, owned approximately
31.6% of the issued and outstanding units of limited partnership interest in
Alliance ("Alliance Units"). Units representing assignments of beneficial
ownership of limited partnership interests in Holding ("Holding Units") trade
publicly on the Exchange under the ticker symbol "AC". Alliance Units do not
trade publicly and are subject to significant restrictions on transfer. AB Corp.
is the general partner of both Alliance and Holding. AB Corp. owns 100,000
general partnership units in Holding and a 1% general partnership interest in
the Adviser. AB Corp. is an indirect wholly-owned subsidiary of AXA Financial,
Inc. ("AXA Financial"), a Delaware corporation.


          As of September 30, 2004, AXA, AXA Financial, Equitable and certain
subsidiaries of Equitable beneficially owned approximately 57.8% of the issued
and outstanding Alliance Units and approximately 1.8% of the issued and
outstanding Holding Units that, including the general partnership interests in
the Adviser and Holding, represent an economic interest of approximately 58.3%
in the Adviser. As of September 30, 2004, SCB Partners, Inc., a wholly-owned
subsidiary of SCB, Inc., beneficially owned approximately 9.7% of the issued and
outstanding Alliance Units.

          AXA, a French company, is the holding company for an international
group of companies and a worldwide leader in financial protection and wealth
management. AXA operates primarily in Western Europe, North America and the
Asia/Pacific region and, to a lesser extent, in other regions including the
Middle East, Africa and South America. AXA has five operating business segments:
life and savings, property and casualty insurance, international insurance
(including reinsurance), asset management and other financial services. AXA
Financial is a wholly-owned subsidiary of AXA. Equitable is an indirect
wholly-owned subsidiary of AXA Financial.

          Based on information provided by AXA, as of February 1, 2004,
approximately 16.89% of the issued ordinary shares (representing 27.55% of the
voting power) of AXA were owned directly and indirectly by Finaxa, a French
holding company. As of February 1, 2004, 71.11% of the shares (representing
80.36% of the voting power) of Finaxa were owned by three French mutual
insurance companies (the "Mutuelles AXA") and 21.32% of the shares of Finaxa
(representing 12.80% of the voting power) were owned by BNP Paribas, a French
bank. As of February 1, 2004, the Mutuelles AXA owned directly or indirectly
through intermediate holding companies (including Finaxa) approximately 20.17%
of the issued ordinary shares (representing 32.94% of the voting power) of AXA.

          The Advisory Agreement became effective on July 22, 1992. The Advisory
Agreement was approved by the unanimous vote, cast in person, of the Fund's
Directors including the Directors who are not parties to the Advisory Agreement
or "interested persons" as defined in the 1940 Act, of any such party, at a
meeting called for the purpose and held on September 10, 1991. At a meeting held
on June 11, 1992, a majority of the outstanding voting securities of the Fund
approved the Advisory Agreement.

          The Advisory Agreement was amended as of June 2, 1994 to provide for
the addition of the AllianceBernstein Americas Government Income Portfolio, the
AllianceBernstein Global Dollar Government Portfolio and the AllianceBernstein
Utility Income Portfolio. The amendment to the Advisory Agreement was approved
by the unanimous vote, cast in person, of the disinterested Directors at a
meeting called for that purpose and held on December 7, 1993.

          The Advisory Agreement was amended as of October 24, 1994 to provide
for the addition of the AllianceBernstein Growth Portfolio and the
AllianceBernstein International Growth Portfolio. The amendment to the Advisory
Agreement was approved by the unanimous vote, cast in person of the
disinterested Directors at a meeting called for that purpose and held on June
14, 1994.

          The Advisory Agreement was amended as of February 1, 1996 to provide
for the addition of the AllianceBernstein Global Technology Portfolio. The
amendment to the Advisory Agreement was approved by the unanimous vote, cast in
person, of the disinterested Directors at a meeting called for that purpose and
held on November 28, 1995.

          The Advisory Agreement was amended as of July 22, 1996 to provide for
the addition of the AllianceBernstein Small Cap Growth Portfolio. The amendment
to the Advisory Agreement was approved by the unanimous vote, cast in person, of
the disinterested Directors at a meeting called for that purpose and held on
June 4, 1996.

          The Advisory Agreement was amended as of December 31, 1996 to provide
for the addition of the AllianceBernstein Real Estate Investment Portfolio. The
amendment to the Advisory Agreement was approved by the unanimous vote, cast in
person, of the disinterested Directors at a meeting called for that purpose and
held on September 10, 1996.

          The Advisory Agreement was amended as of May 1, 1997 to provide for
the addition of the AllianceBernstein High Yield Portfolio. The amendment to the
Advisory Agreement was approved by the unanimous vote, cast in person, of the
disinterested Directors at a meeting called for that purpose and held on April
12, 1997.

          The Advisory Agreement was amended as of May 1, 2001 to provide for
the addition of the AllianceBernstein Small/Mid Cap Value Portfolio, the
AllianceBernstein Value Portfolio and the AllianceBernstein International Value
Portfolio. The amendment to the Advisory Agreement was approved by the unanimous
vote, cast in person, of the disinterested Directors at a meeting called for
that purpose and held on January 31, 2001.

          The Advisory Agreement was amended as of May 1, 2003 to provide for
the addition of the AllianceBernstein U.S. Large Cap Blended Style Portfolio.
The amendment to the Advisory Agreement was approved by the unanimous vote, cast
in person, of the disinterested Directors at a meeting called for that purpose
and held on April 15-17, 2003.

          The Advisory Agreement was amended as of May 1, 2004 to provide for
the addition of the AllianceBernstein Wealth Appreciation Strategy Portfolio and
the AllianceBernstein Balanced Wealth Strategy Portfolio. The amendment to the
Advisory Agreement was approved by the unanimous vote, cast in person, of the
disinterested Directors at a meeting called for that purpose and held on March
16-18, 2004.

          The Advisory Agreement was amended as of May 1, 2005 to provide for
the addition of the AllianceBernstein Global Research Growth Portfolio. The
amendment to the Advisory Agreement was approved by the unanimous vote, cast in
person, of the disinterested Directors at a meeting called for that purpose and
held on February 8-10, 2005.

          The Adviser provides investment advisory services and order placement
facilities for each of the Fund's Portfolios and pays all compensation of
Directors and officers of the Fund who are affiliated persons of the Adviser.
The Adviser or its affiliates also furnish the Fund, without charge, management
supervision and assistance and office facilities and provide persons
satisfactory to the Fund's Board of Directors to serve as the Fund's officers.

          The Fund has, under the Advisory Agreement, assumed obligation to pay
for all 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, the Fund may also 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 Fund's Board of Directors. The following table shows, for the Portfolios
listed, the amounts the Adviser received for such services during the fiscal
year ended December 31, 2005.

                        PORTFOLIO                                AMOUNT RECEIVED
                        ---------                                ---------------

AllianceBernstein Money Market Portfolio                                $[_____]
AllianceBernstein Large Cap Growth Portfolio                            $[_____]
AllianceBernstein Growth and Income Portfolio                           $[_____]
AllianceBernstein U.S. Government/High Grade Securities Portfolio       $[_____]
AllianceBernstein High Yield Portfolio                                  $[_____]
AllianceBernstein Balanced Shares Portfolio                             $[_____]
AllianceBernstein International Research Growth Portfolio               $[_____]
AllianceBernstein Global Bond Portfolio                                 $[_____]
AllianceBernstein Americas Government Income Portfolio                  $[_____]
AllianceBernstein Global Dollar Government Portfolio                    $[_____]
AllianceBernstein Utility Income Portfolio                              $[_____]
AllianceBernstein Growth Portfolio                                      $[_____]
AllianceBernstein International Growth Portfolio                        $[_____]
AllianceBernstein Global Technology Portfolio                           $[_____]
AllianceBernstein Small Cap Growth Portfolio                            $[_____]
AllianceBernstein Real Estate Investment Portfolio                      $[_____]
AllianceBernstein International Value Portfolio                         $[_____]
AllianceBernstein Small/Mid Cap Value Portfolio                         $[_____]
AllianceBernstein Value Portfolio                                       $[_____]
AllianceBernstein U.S. Large Cap Blended Style Portfolio                $[_____]
AllianceBernstein Wealth Appreciation Strategy Portfolio                $[_____]
AllianceBernstein Balanced Wealth Strategy Portfolio                    $[_____]

          The annual contractual advisory fee as a percentage of net assets for
each Portfolio prior to September 7, 2004 is listed below.

     AllianceBernstein Money Market Portfolio                              .500%
     AllianceBernstein Premier Growth Portfolio                           1.000%
     AllianceBernstein Growth and Income Portfolio                         .625%
     AllianceBernstein U.S. Government/High Grade Securities Portfolio     .600%
     AllianceBernstein High Yield Portfolio                                .750%
     AllianceBernstein Balanced Shares Portfolio                           .625%
     AllianceBernstein International Research Growth Portfolio            1.000%
     AllianceBernstein Global Bond Portfolio                               .650%
     AllianceBernstein Americas Government Income Portfolio                .650%
     AllianceBernstein Global Dollar Government Portfolio                  .750%
     AllianceBernstein Utility Income Portfolio                            .750%
     AllianceBernstein Growth Portfolio                                    .750%
     AllianceBernstein International Growth Portfolio                     1.000%
     AllianceBernstein Technology Portfolio                               1.000%
     AllianceBernstein Small Cap Growth Portfolio                         1.000%
     AllianceBernstein Real Estate Investment Portfolio                    .900%
     AllianceBernstein International Value Portfolio                      1.000%
     AllianceBernstein Small Cap Value Portfolio                          1.000%
     AllianceBernstein Value Portfolio                                     .750%
     AllianceBernstein U.S. Large Cap Blended Style Portfolio              .950%
     AllianceBernstein Wealth Appreciation Strategy Portfolio             .650%
     AllianceBernstein Balanced Wealth Strategy Portfolio                 .550%

          Effective as of January 1, 2004, the Adviser waived a portion of its
advisory fee for all of the Portfolios, except for the AllianceBernstein Global
Research Growth Portfolio, which had not yet commenced operations. Effective
September 7, 2004, the Board of Directors approved an amendment to the Advisory
Agreement to reduce the contractual advisory fees to the waived amounts. Listed
below are the annual percentage rates of the average daily NAV that each of the
Portfolios pays the Adviser.

                                             CONTRACTUAL FEE, AS A PERCENTAGE OF
                                                 THE PORTFOLIO'S AGGREGATE
             PORTFOLIO                                   NET ASSETS

AllianceBernstein Money Market      .45 of 1% of the first $2.5 billion, .40 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .35 of 1% of the excess over $5
                                    billion

AllianceBernstein Large Cap         .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Growth and        .55 of 1% of the first $2.5 billion, .45 of
Income Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein U.S.              .45 of 1% of the first $2.5 billion, .40 of
Government/High Grade               1% of the excess over $2.5 billion up to $5
Securities Portfolio                billion and .35 of 1% of the excess over $5
                                    billion

AllianceBernstein High Yield        .50 of 1% of the first $2.5 billion, .45 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein Balanced Shares   .55 of 1% of the first $2.5 billion, .45 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion


AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of
Research Growth Portfolio           1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Global Bond       .45 of 1% of the first $2.5 billion, .40 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .35 of 1% of the excess over $5
                                    billion

AllianceBernstein Americas          .50 of 1% of the first $2.5 billion, .45 of
Government Income Portfolio         1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein Utility Income    .55 of 1% of the first $2.5 billion, .45 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein Global Dollar     .50 of 1% if the first $2.5 billion, .45 of
Government Portfolio                1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Growth            .75 of 1% of the first $2.5 billion, .65 of
Portfolio                           1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Global            .75 of 1% of the first $2.5 billion, .65 of
Technology Portfolio                1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Small Cap         .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Real Estate       .55 of 1% of the first $2.5 billion, .45 of
Investment Portfolio                1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of
Value Portfolio                     1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Small/Mid Cap     .75 of 1% of the first $2.5 billion, .65 of
Value Portfolio                     1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

AllianceBernstein Value Portfolio   .55 of 1% of the first $2.5 billion, .45 of
                                    1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein U.S. Large Cap    .65 of 1% of the first $2.5 billion, .55 of
Blended Style Portfolio             1% of the excess over $2.5 billion up to $5
                                    billion and .50 of 1% of the excess over $5
                                    billion

AllianceBernstein Wealth            .65 of 1% of the first $2.5 billion, .55 of
Appreciation Strategy Portfolio     1% of the excess over $2.5 billion up to $5
                                    billion and .50 of 1% of the excess over $5
                                    billion

AllianceBernstein Balanced          .55 of 1% of the first $2.5 billion, .45 of
Wealth Strategy Portfolio           1% of the excess over $2.5 billion up to $5
                                    billion and .40 of 1% of the excess over $5
                                    billion

AllianceBernstein Global Research   .75 of 1% of the first $2.5 billion, .65 of
Growth Portfolio                    1% of the excess over $2.5 billion up to $5
                                    billion and .60 of 1% of the excess over $5
                                    billion

          The Adviser has contractually agreed to waive its fees and bear
certain expenses so that total Portfolio expenses do not exceed on an annual
basis 1.20% of average daily net assets for Class A shares of the
AllianceBernstein U.S. Large Cap Blended Style Portfolio, the AllianceBernstein
Wealth Appreciation Strategy Portfolio, the AllianceBernstein Balanced Wealth
Strategy Portfolio and the AllianceBernstein Global Research Growth Portfolio.
This waiver extends through May 1, 2005, for the AllianceBernstein U.S. Large
Cap Blended Style Portfolio, May 1, 2006, for the AllianceBernstein Wealth
Appreciation Strategy Portfolio and the AllianceBernstein Balanced Wealth
Strategy Portfolio and May 1, 2007, for the AllianceBernstein Global Research
Growth Portfolio, and may be extended by Alliance for additional one-year terms.

          The following table shows, for each Portfolio, the amounts the Adviser
received for such services for the last three fiscal years (or since
commencement of operations).

                                                FISCAL YEAR END        AMOUNT
                    PORTFOLIO                     DECEMBER 31         RECEIVED
                    ---------                     -----------         --------

AllianceBernstein Money Market Portfolio

                                                     2003             $ 653,243
                                                     2004             $ 436,383*
                                                     2005              $[_____]

AllianceBernstein Large Cap Growth Portfolio

                                                     2003           $14,586,714
                                                     2004           $12,506,756*
                                                     2005              $[_____]

AllianceBernstein Growth and Income Portfolio

                                                     2003           $11,253,144
                                                     2004           $14,705,220*
                                                     2005              $[_____]

AllianceBernstein U.S. Government/High Grade
Securities Portfolio

                                                     2003           $ 1,019,094
                                                     2004            $ 759,666*
                                                     2005              $[_____]

AllianceBernstein High Yield Portfolio

                                                     2003             $ 348,733
                                                     2004             $ 360,978*
                                                     2005              $[_____]

AllianceBernstein Balanced Shares Portfolio

                                                     2003           $ 1,211,176
                                                     2004           $ 1,375,159*
                                                     2005              $[_____]

AllianceBernstein International Research
     Growth Portfolio

                                                     2003             $ 481,191
                                                     2004             $ 538,697*
                                                     2005              $[_____]

AllianceBernstein Global Bond Portfolio

                                                     2003             $ 442,328
                                                     2004            $ 397,217*
                                                     2005              $[_____]

AllianceBernstein Americas Government Income
     Portfolio

                                                     2003             $ 477,054
                                                     2004             $ 366,765*
                                                     2005              $[_____]

AllianceBernstein Global Dollar Government
     Portfolio

                                                     2003             $ 203,386
                                                     2004             $ 183,580*
                                                     2005              $[_____]

AllianceBernstein Utility Income
     Portfolio

                                                     2003             $ 307,994
                                                     2004             $ 338,393*
                                                     2005              $[_____]

AllianceBernstein Growth
     Portfolio

                                                     2003           $ 1,640,872
                                                     2004           $ 2,073,373*
                                                     2005              $[_____]

AllianceBernstein International Growth
     Portfolio

                                                     2003             $ 327,976
                                                     2004             $ 404,823*
                                                     2005              $[_____]

AllianceBernstein Global Technology Portfolio

                                                     2003           $ 2,458,125
                                                     2004           $ 2,679,362*
                                                     2005              $[_____]

AllianceBernstein Small Cap Growth Portfolio

                                                     2003             $ 872,356
                                                     2004              $721,220*
                                                     2005              $[_____]

AllianceBernstein Real Estate Investment
     Portfolio

                                                     2003             $ 762,421
                                                     2004             $ 989,685*
                                                     2005              $[_____]

AllianceBernstein Small/Mid Cap Value
     Portfolio

                                                     2003           $ 1,070,349
                                                     2004           $ 1,885,238*
                                                     2005              $[_____]
AllianceBernstein Value Portfolio

                                                     2003             $ 657,864
                                                     2004             $ 894,357*
                                                     2005              $[_____]

AllianceBernstein International Value Portfolio

                                                     2003             $ 667,175
                                                     2004            $1,897,186*
                                                     2005              $[_____]

AllianceBernstein U.S. Large Cap
     Blended Style Portfolio
                                                     2003                    $0
                                                     2004              $108,107*
                                                     2005              $[_____]

AllianceBernstein Wealth Appreciation
     Strategy Portfolio
                                                     2004               $33,919*
                                                     2005              $[_____]

AllianceBernstein Balanced Wealth Strategy
     Portfolio                                       2004               $46,264*
                                                     2005              $[_____]

----------
*    Amounts received are net of the amounts the Adviser waived under the
     agreement with the New York Attorney General or under a contractual fee
     waiver. Amounts waived were:

                                                  AMOUNT WAIVED    AMOUNT WAIVED
                                                UNDER AGREEMENT        UNDER
                                                 WITH NEW YORK     CONTRACTUAL
                                                ATTORNEY GENERAL    FEE WAIVER
                                                ----------------    ----------

AllianceBernstein Money Market Portfolio        2004      $33,054     N/A

AllianceBernstein Large Cap Growth Portfolio    2004   $2,393,982     N/A

AllianceBernstein Growth and Income Portfolio   2004   $1,231,926     N/A

AllianceBernstein U.S. Government/High Grade
Securities Portfolio                            2004     $142,823     N/A

AllianceBernstein High Yield Portfolio          2004      $91,464     N/A

AllianceBernstein Balanced Shares Portfolio     2004     $116,078     N/A

AllianceBernstein International Research
Growth Portfolio                                2004      $98,040     N/A

AllianceBernstein Global Bond Portfolio         2004      $92,199     N/A

AllianceBernstein Americas Government Income
Portfolio                                       2004      $63,425     N/A

AllianceBernstein Global Dollar Government
Portfolio                                       2004      $46,812     N/A

AllianceBernstein Utility Income Portfolio      2004      $64,431     N/A

AllianceBernstein Growth Portfolio              2004           $0     N/A

AllianceBernstein International Growth
Portfolio                                       2004      $71,720     N/A

AllianceBernstein Global Technology Portfolio   2004     $507,681     N/A

AllianceBernstein Small Cap Growth Portfolio    2004     $132,548     N/A

AllianceBernstein Real Estate Investment
Portfolio                                       2004     $288,189     N/A

AllianceBernstein International Value
Portfolio                                       2003          N/A   $162,331
                                                2004     $311,760   $311,760
                                                2005          N/A   $[_____]

AllianceBernstein Small/Mid Cap Value
Portfolio                                       2003          N/A   $ 21,567
                                                2004     $331,453   $331,453
                                                2005          N/A   $[_____]

AllianceBernstein Value Portfolio               2003          N/A      $0
                                                2004     $172,333   $172,333
                                                2005          N/A   $[_____]

AllianceBernstein U.S. Large Cap Portfolio      2003          N/A   $ 21,843
                                                2004      $23,973   $101,258
                                                2005          N/A   $[_____]

AllianceBernstein Wealth Appreciation
Strategy Portfolio                              2004           $0   $ 33,919
                                                2005          N/A   $[_____]

AllianceBernstein Balanced Wealth Strategy
Portfolio                                       2004           $0   $ 46,264
                                                2005          N/A   $[_____]

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

          The Advisory Agreement is terminable with respect to any Portfolio
without penalty on 60 days' written notice by a vote of a majority of the
outstanding voting securities of such Portfolio or by a vote of a majority of
the Fund's 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.

          The Advisory Agreement continues in effect until each December 31, and
thereafter for successive twelve month periods computed from each January 1,
provided that such continuance is specifically approved at least annually by a
vote of a majority of the Fund's outstanding voting securities or by the Fund's
Board of Directors, including in either case approval by a majority of the
Directors who are not parties to the Advisory Agreement or "interested persons"
of such parties, as defined by the 1940 Act. Most recently, continuance of the
Agreement was approved for an additional annual term by the Board of Directors,
including a majority of the Directors who are not parties to the Advisory
Agreement or interested persons of any such party, at a Meeting held on December
[_____], 2005.


          The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is investment adviser to
the following registered investment companies: AllianceBernstein Balanced
Shares, Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein
Bond Fund, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Emerging
Market Debt Fund, Inc., AllianceBernstein Exchange Reserves, AllianceBernstein
Focused Growth & Income Fund, Inc., AllianceBernstein Global Government Income
Trust, Inc., AllianceBernstein Global Health Care Fund, Inc., AllianceBernstein
Global Research Growth Fund, Inc., AllianceBernstein Global Strategic Income
Trust, Inc., AllianceBernstein Global Technology Fund, Inc., AllianceBernstein
Greater China '97 Fund, Inc., AllianceBernstein Growth and Income Fund, Inc.,
AllianceBernstein Institutional Reserves, Inc., AllianceBernstein High Yield
Fund, Inc., AllianceBernstein Institutional Funds, Inc., AllianceBernstein
International Research Growth Fund, Inc., AllianceBernstein Large Cap Growth
Fund, Inc., AllianceBernstein Mid-Cap Growth Fund, Inc., AllianceBernstein
Multi-Market Strategy Trust, Inc., AllianceBernstein Municipal Income Fund,
Inc., AllianceBernstein Municipal Income Fund II, AllianceBernstein Real Estate
Investment Fund, Inc., AllianceBernstein Trust, AllianceBernstein Utility Income
Fund, Inc., The AllianceBernstein Pooling Portfolios, The AllianceBernstein
Portfolios, Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II,
Inc., all registered open-end investment companies; and to ACM Government
Opportunity Fund, Inc., ACM Income Fund, Inc., ACM Managed Income Fund, Inc.,
ACM Managed Dollar Income Fund, Inc., ACM Municipal Securities Income Fund,
Inc., Alliance All-Market Advantage Fund, Inc., Alliance California Municipal
Income Fund, Inc., Alliance National Municipal Income Fund, Inc., Alliance New
York Municipal Income Fund, Inc., Alliance World Dollar Government Fund, Inc.,
Alliance World Dollar Government Fund II, Inc. and The Spain Fund, Inc., all
registered closed-end investment companies.


          The Adviser believes that an in-depth understanding of regional
supply/demand balances by property type (current and forecast) and information
that may be particular to certain geographical real estate regions, such as
local development restrictions, are critical to real estate investing. The
Adviser also believes investment evaluations must include an assessment of the
properties owned by each of the companies it considers for investment and their
exposure to regional fundamentals as described above. In addition, the Adviser
seeks to understand development projects for each company it considers for
inclusion in a Portfolio, and the exposure of properties under development to
regional fundamentals as described above.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' PORTFOLIO MANAGERS

          Additional information regarding the investment professional(s)(3)
primarily responsible for the day-to-day management of each Portfolio's
portfolio may be found below. For additional information about the portfolio
management of each Portfolio, see "Management of the Portfolios - Portfolio
Managers" in the Portfolio's prospectus.

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

          None of the investment professionals identified below owned any equity
securities of the Portfolios directly or indirectly because shares of the
Portfolios are held through the separate accounts of certain life insurance
companies (the "Insurers").

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO

          The management of and investment decisions for the Fund's portfolio
are made by the Adviser's Large Cap Growth Investment Team. Mr. James G. Reilly,
Mr. David P. Handke, Mr. Michael Reilly, Mr. Scott Wallace and Mr. Syed J.
Hasnain are the investment professionals(4) with the most significant
responsibility for the day-to-day management of the Portfolio. For additional
information about the portfolio management of the Fund, see "Management of the
Fund - Portfolio Managers" in the Fund's prospectus.

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

          The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which Mr. James G. Reilly, Mr. David P. Handke, Mr.
Michael Reilly, Mr. Scott Wallace and Mr. Syed J. Hasnain also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of December
31, 2005.

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

                         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 G. Reilly        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
David P. Handke        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Michael Reilly         [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Scott Wallace          [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Syed Hasnain           [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                        OTHER POOLED INVESTMENT VEHICLES

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

James G. Reilly        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
David P. Handke        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Michael Reilly         [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Scott Wallace          [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Syed Hasnain           [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

James G. Reilly        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
David P. Handke        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Michael Reilly         [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Scott Wallace          [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Syed Hasnain           [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO

          Mr. Frank Caruso is the investment professional primarily responsible
for the day-to-day management of the Portfolio's portfolio. The following tables
provide information regarding registered investment companies other than the
Portfolio, other pooled investment vehicles and other accounts over which Mr.
Caruso 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 the Portfolio's fiscal year ended December 31, 2005.

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

--------------------------------------------------------------------------------
                                                                   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-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

[_____]               [_____]             [_____]                  [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

[_____]              [_____]              [_____]                  [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

[_____]               [_____]             [_____]                   [_____]
--------------------------------------------------------------------------------


ALLIANCEBERNSTEIN BALANCED SHARES PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Balanced Shares Investment Team, comprised of senior
members of the Relative Value Investment Team and senior members of the Global
Credit Research Team. While the members of the Balanced Shares Investment Team
work jointly to determine the investment strategy, as of March 1, 2005, Mr.
Stephen Pelensky of the Relative Value Investment Team is responsible for the
day-to-day management of the equity component of the Portfolio's portfolio and
Mr. John Kelley of the Global Credit Research Team is responsible for day-to-day
management of the debt component of the Portfolio's portfolio (since 2002).

          The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2005, with respect to Mr. Kelley
and as of March 1, 2005, with respect to Mr. Pelensky.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

John Kelley            [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Stephen Pelensky       [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

John Kelley            [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Stephen Pelensky       [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

John Kelley            [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Stephen Pelensky       [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GLOBAL DOLLAR GOVERNMENT PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Global Fixed Income: Emerging Market Investment Team.
While the members of the Global Fixed Income: Emerging Market Investment Team
work jointly to determine the investment strategy, including security selection,
for the Portfolio, Mr. Paul DeNoon, a member of the Global Fixed Income:
Emerging Market Investment Team is responsible for the day-to-day management of
the Portfolio's portfolio.

          The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which Mr. DeNoon 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 the Portfolio's
fiscal year ended December 31, 2005.

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

--------------------------------------------------------------------------------
                                                                   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-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

[_____]              [_____]              [_____]                  [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

[_____]              [_____]              [_____]                  [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

[_____]               [______]              [_____]                [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN UTILITY INCOME PORTFOLIO

          Ms. Anne Tsao is the investment professional primarily responsible for
the day-to-day management of the Portfolio's portfolio. The following tables
provide information regarding registered investment companies other than the
Portfolio, other pooled investment vehicles and other accounts over which Ms.
Tsao 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 the Portfolio's fiscal year ended December 31, 2005.

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

--------------------------------------------------------------------------------
                                                                   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-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

[_____]              [______]             [_____]                  [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

[_____]              [______]             [_____]                  [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

[_____]              [______]             [_____]                  [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GROWTH PORTFOLIO

          Mr. Alan Levi is the investment professional primarily responsible for
the day-to-day management of the Portfolio's portfolio. The following tables
provide information regarding registered investment companies other than the
Portfolio, other pooled investment vehicles and other accounts over which Ms.
Tsao 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 the Portfolio's fiscal year ended December 31, 2005.

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

--------------------------------------------------------------------------------
                                                                   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-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

[_____]              [______]             [_____]                   [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

[_____]              [______]             [_____]                  [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

[_____]               [______]              [_____]                [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GLOBAL TECHNOLOGY PORTFOLIO

          Ms. Janet Walsh is the investment professional primarily responsible
for the day-to-day management of the Portfolio's portfolio. The following tables
provide information regarding registered investment companies other than the
Portfolio, other pooled investment vehicles and other accounts over which Ms.
Walsh 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 the Portfolio's fiscal year ended December 31, 2005.

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

--------------------------------------------------------------------------------
                                                                   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-
Managed              Managed              based Fees               based Fees
--------------------------------------------------------------------------------

[_____]               [______]              [_____]                [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

[_____]               [______]              [_____]                [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

[_____]               [______]              [_____]                [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN U.S. LARGE CAP BLENDED STYLE PORTFOLIO

ALLIANCEBERNSTEIN WEALTH APPRECIATION STRATEGY PORTFOLIO

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO

          The management of and investment decisions for each of the Portfolio's
portfolios are made by the Blend Investment Policy Team, comprised of senior
Blend portfolio managers. The Blend Investment Policy Team relies heavily on the
Adviser's growth, value and fixed-income investment teams and, in turn, the
fundamental research of the Adviser's large internal research staff. Day-to-day
responsibilities for coordinating the Portfolios' investments resides with Seth
J. Masters, the Chief Investment Officer of the Blend Investment Policy Team.
The following tables provide information regarding registered investment
companies other than the Portfolios, other pooled investment vehicles and other
accounts over which Mr. Masters has day-to-day responsibilities for coordinating
investments. 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 the Portfolio's fiscal
year ended December 31, 2005.



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

                         REGISTERED INVESTMENT COMPANIES
                 (excluding each Portfolio in its respective row)

--------------------------------------------------------------------------------
                                                                    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              Managed       Managed        based Fees      based Fees
--------------------------------------------------------------------------------

US Large Cap           [_____]        [_____]       [_____]         [_____]
Blended Style
Portfolio
--------------------------------------------------------------------------------
Wealth Appreciation    [_____]       [_____]       [_____]         [_____]
Strategy
--------------------------------------------------------------------------------
Balanced Wealth        [_____]       [_____]       [_____]         [_____]
Strategy
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

US Large Cap           [_____]       [_____]       [_____]         [_____]
Blended Style
Portfolio
--------------------------------------------------------------------------------
Wealth Appreciation    [_____]       [_____]       [_____]         [_____]
Strategy
--------------------------------------------------------------------------------
Balanced Wealth        [_____]       [_____]       [_____]         [_____]
Strategy
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

US Large Cap           [_____]       [_____]       [_____]         [_____]
Blended Style
Portfolio
--------------------------------------------------------------------------------
Wealth Appreciation    [_____]       [_____]       [_____]         [_____]
Strategy
--------------------------------------------------------------------------------
Balanced Wealth        [_____]       [_____]       [_____]         [_____]
Strategy
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Adviser's Global Research Growth sector
analyst-managers with oversight by the Adviser's Global Research Growth
Oversight Group. Mr. Norman M. Fidel, Ms. Jane E. Schneirov, Ms. Gina M.
Griffin, Ms. Janet A. Walsh, Mr. Thomas A Schmitt, and Ms. Francis X. Suozzo are
the sector analyst-managers with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio.

          The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
December 31, 2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Norman M. Fidel    [_____]        [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Jane E. Schneirov  [_____]        [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Gina M. Griffin    [_____]        [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Janet A. Walsh     [_____]        [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Thomas A. Schmitt  [_____]        [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Fancis X. Suozzo   [_____]        [_____]       [_____]         [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Norman M. Fidel    [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Jane E. Schneirov  [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Gina M. Griffin    [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Janet A. Walsh     [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Thomas A. Schmitt  [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Fancis X. Suozzo   [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Norman M. Fidel    [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Jane E. Schneirov  [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Gina M. Griffin    [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Janet A. Walsh     [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Thomas A. Schmitt  [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Fancis X. Suozzo   [_____]       [_____]       [_____]         [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL RESEARCH GROWTH PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Adviser's International Research Growth sector
analyst-managers with oversight by the Adviser's International Research Growth
Oversight Group. Mr. William Johnston, Ms. Isabel Buccellati, Mr. Michele Patri,
Ms. Valli Niththyananthan, Mr. Atsushi Yamamoto, Mr. Hiromitsu Agata and Mr.
Thomas Schmitt are the sector analyst-managers with the most significant
responsibility for the day-to-day management of the Portfolio's portfolio. The
following tables provide information regarding registered investment companies
other than the Portfolio, other pooled investment vehicles and other accounts
over which the Portfolio's portfolio managers also have day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of the Portfolio's
fiscal year ended December 31, 2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. William Johnston   [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Isabel Buccellati  [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Michele Patri      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Valli
Niththyananthan        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Atsushi Yamamoto   [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Hiromitsu Agata    [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Thomas Schmitt     [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. William Johnston   [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Isabel Buccellati  [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Michele Patri      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Valli
Niththyananthan        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Atsushi Yamamoto   [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Hiromitsu Agata    [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Thomas Schmitt     [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. William Johnston   [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Isabel Buccellati  [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Michele Patri      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Valli
Niththyananthan        [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Atsushi Yamamoto   [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Hiromitsu Agata    [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Thomas Schmitt     [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Money Market Investment Team. Mr. Raymond J. Papera,
Ms. Maria Cona and Mr. Jason Moshos are the investment professionals with the
most significant responsibility for the day-to-day management of the Portfolio's
portfolio. The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Raymond J.         [_____]       [_____]        [_____]         [_____]
Papera
--------------------------------------------------------------------------------
Ms. Maria Cona         [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Jason Moshos       [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Raymond J.         [_____]       [_____]        [_____]         [_____]
Papera
--------------------------------------------------------------------------------
Ms. Maria Cona         [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Jason Moshos       [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Raymond J.         [_____]       [_____]        [_____]         [_____]
Papera
--------------------------------------------------------------------------------
Ms. Maria Cona         [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Jason Moshos       [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN U.S. GOVERNMENT/HIGH GRADE SECURITIES PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the U.S. Investment Grade Fixed Income Team. Mr. Matthew
Bloom, Ms. Alison Martier and Mr. Greg Wilensky are the investment professionals
with the most significant responsibility for the day-to-day management of the
Portfolio's portfolio. The following tables provide information regarding
registered investment companies other than the Portfolio, other pooled
investment vehicles and other accounts over which the Portfolio's portfolio
managers also have day-to-day management responsibilities. The tables provide
the numbers of such accounts, the total assets in such accounts and the number
of accounts and total assets whose fees are based on performance. The
information is provided as of the Portfolio's fiscal year ended December 31,
2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Matthew Bloom      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Alison Martier     [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Greg Wilensky      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Matthew Bloom      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Alison Martier     [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Greg Wilensky      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Matthew Bloom      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Ms. Alison Martier     [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------
Mr. Greg Wilensky      [_____]       [_____]        [_____]         [_____]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN HIGH YIELD PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the U.S. High Yield Investment Team. Mr. Gershon
Distenfeld, Ms. Sheryl Rothman and Mr. Michael Snyder are the investment
professionals with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities. The tables
provide the numbers of such accounts, the total assets in such accounts and the
number of accounts and total assets whose fees are based on performance. The
information is provided as of the Portfolio's fiscal year ended December 31,
2005.

PICK UP HERE
--------------------------------------------------------------------------------

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Gershon            [_______]     [_______]     [_______]       [_______]
Distenfeld
--------------------------------------------------------------------------------
Ms. Sheryl Rothman     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael Snyder     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Gershon            [_______]     [_______]     [_______]       [_______]
Distenfeld
--------------------------------------------------------------------------------
Ms. Sheryl Rothman     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael Snyder     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Gershon            [_______]     [_______]     [_______]       [_______]
Distenfeld
--------------------------------------------------------------------------------
Ms. Sheryl Rothman     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael Snyder     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GLOBAL BOND PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Global Fixed Income Investment Team. Mr. Michael L.
Mon, Mr. Douglas J. Peebles and Mr. Matthew Sheridan are the investment
professionals with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities. The tables
provide the numbers of such accounts, the total assets in such accounts and the
number of accounts and total assets whose fees are based on performance. The
information is provided as of the Portfolio's fiscal year ended December 31,
2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Michael L. Mon     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Douglas J.         [_______]     [_______]     [_______]       [_______]
Peebles
--------------------------------------------------------------------------------
Mr. Matthew Sheridan   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Michael L. Mon     [_______]     [_______]      [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Douglas J.         [_______]      [_______]     [_______]       [_______]
Peebles
--------------------------------------------------------------------------------
Mr. Matthew Sheridan   [_______]     [_______]      [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Michael L. Mon     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Douglas J.         [_______]     [_______]     [_______]       [_______]
Peebles
--------------------------------------------------------------------------------
Mr. Matthew Sheridan   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN AMERICAS GOVERNMENT INCOME PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Global Fixed Income Investment Team. Mr. Paul J.
DeNoon, Michael L. Mon, Mr. Douglas J. Peebles and Mr. Scott DiMaggio are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities. The tables
provide the numbers of such accounts, the total assets in such accounts and the
number of accounts and total assets whose fees are based on performance. The
information is provided as of the Portfolio's fiscal year ended December 31,
2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Paul J. DeNoon     [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael L. Mon     [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Douglas J.         [_____]       [_______]     [_______]       [_______]
Peebles
--------------------------------------------------------------------------------
Mr. Scott DiMaggio     [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Paul J. DeNoon     [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael L. Mon     [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Douglas J.         [_____]       [_______]     [_______]       [_______]
Peebles
--------------------------------------------------------------------------------
Mr. Scott DiMaggio     [_____]      [_______]      [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Paul J. DeNoon     [_____]       [_______]    [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael L. Mon     [_____]       [_______]    [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Douglas J.         [_____]       [_______]    [_______]       [_______]
Peebles
--------------------------------------------------------------------------------
Mr. Scott DiMaggio     [_____]       [_______]    [_______]       [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Global Emerging Growth Investment Team. Mr. Edward
Baker and Mr. Michael Levy are the investment professionals with the most
significant responsibility for the day-to-day management of the Portfolio's
portfolio. The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles
and other accounts over which the Portfolio's portfolio managers also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
the Portfolio's fiscal year ended December 31, 2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Edward Baker       [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael Levy       [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Edward Baker       [_____]       [_______]      [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael Levy       [_____]       [_______]      [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Edward Baker       [_____]       [_______]    [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Michael Levy       [_____]       [_______]    [_______]       [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the Small Cap Growth Investment Team. Mr. Bruce K. Aronow,
Mr. Mark Attalienti, Mr. Kumar Kirpalani and Ms. Samantha Lau are the investment
professionals with the most significant responsibility for the day-to-day
management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities. The tables
provide the numbers of such accounts, the total assets in such accounts and the
number of accounts and total assets whose fees are based on performance. The
information is provided as of the Portfolio's fiscal year ended December 31,
2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Bruce K. Aronow    [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Mark Attalienti    [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Kumar Kirpalani    [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Ms. Samantha Lau       [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Bruce K. Aronow    [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Mark Attalienti    [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Kumar Kirpalani    [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Ms. Samantha Lau       [_____]       [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Bruce K. Aronow    [_____]       [_______]     [_______]      [_______]
--------------------------------------------------------------------------------
Mr. Mark Attalienti    [_____]       [_______]     [_______]      [_______]
--------------------------------------------------------------------------------
Mr. Kumar Kirpalani    [_____]       [_______]     [_______]      [_______]
--------------------------------------------------------------------------------
Ms. Samantha Lau       [_____]       [_______]     [_______]      [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by REIT Investment Policy Group. Mr. Joseph G. Paul and Ms.
Teresa Marziano are the investment professionals with the most significant
responsibility for the day-to-day management of the Portfolio's portfolio. The
following tables provide information regarding registered investment companies
other than the Portfolio, other pooled investment vehicles and other accounts
over which the Portfolio's portfolio managers also have day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of the Portfolio's
fiscal year ended December 31, 2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Joseph G. Paul         [______]      [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Teresa Marziano        [______]      [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Joseph G. Paul         [______]      [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Teresa Marziano        [______]      [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Joseph G. Paul         [______]      [_______]    [_______]       [_______]
--------------------------------------------------------------------------------
Teresa Marziano        [______]      [_______]    [_______]       [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by International Value Investment Policy Group. Ms. Sharon E.
Fay, Mr. Kevin F. Simms, Mr. Henry S. D'Auria and Mr. Giulio A. Martini are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities(5). 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 the Portfolio's fiscal year ended December 31,
2005.

----------
(5)  Each investment vehicle or account represented in the chart, for which the
     investment professionals have portfolio management responsibility, is based
     upon one of eleven model portfolios. Each vehicle or account differs from
     its respective model portfolio only to a limited extent based on specific
     client requirements relating to tax considerations, cash flows due to the
     frequency and amount of investments, the client's country of residence and
     currency strategies related thereto, and/or client-imposed investment
     restrictions regarding particular types of companies or industries.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Ms. Sharon E. Fay      [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Kevin F. Simms     [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Henry S. D'Auria   [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Giulio A. Martini  [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Ms. Sharon E. Fay      [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Kevin F. Simms     [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Henry S. D'Auria   [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Giulio A. Martini  [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Ms. Sharon E. Fay      [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Kevin F. Simms     [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Henry S. D'Auria   [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------
Mr. Giulio A. Martini  [______]      [_______]     [______]        [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by Small/Mid Cap Value Investment Policy Group. Mr. Joseph G.
Paul, Mr. James W. MacGregor, Mr. David Pasquale and Mr. Andrew J. Weiner are
the investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities. The tables
provide the numbers of such accounts, the total assets in such accounts and the
number of accounts and total assets whose fees are based on performance. The
information is provided as of the Portfolio's fiscal year ended December 31,
2005.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Mr. Joseph G. Paul     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. James W.           [_______]     [_______]     [_______]       [_______]
MacGregor
--------------------------------------------------------------------------------
Mr. David Pasquale     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Andrew J. Weiner   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Mr. Joseph G. Paul     [_______]     [_______]      [_______]       [_______]
--------------------------------------------------------------------------------
Mr. James W.           [_______]     [_______]      [_______]       [_______]
MacGregor
--------------------------------------------------------------------------------
Mr. David Pasquale     [_______]     [_______]      [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Andrew J. Weiner   [_______]     [_______]      [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Mr. Joseph G. Paul     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. James W.           [_______]     [_______]     [_______]       [_______]
MacGregor
--------------------------------------------------------------------------------
Mr. David Pasquale     [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Andrew J. Weiner   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VALUE PORTFOLIO

          The management of and investment decisions for the Portfolio's
portfolio are made by the U.S. Value Investment Policy Group. Ms. Marilyn G.
Fedak, Mr. John Mahedy, Mr. Christopher Marx and Mr. John D. Philips are the
investment professionals with the most significant responsibility for the
day-to-day management of the Portfolio's portfolio. The following tables provide
information regarding registered investment companies other than the Portfolio,
other pooled investment vehicles and other accounts over which the Portfolio's
portfolio managers also have day-to-day management responsibilities.(6) 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 the Portfolio's fiscal year ended December 31,
2005.

----------
(6)  Each investment vehicle or account represented in the chart, for which the
     investment professionals have portfolio management responsibility, is based
     upon one of three model portfolios. Each vehicle or account differs from
     its respective model portfolio only to a limited extent based on specific
     client requirements relating to tax considerations, cash flows due to the
     frequency and amount of investments, the client's country of residence and
     currency strategies related thereto, and/or client-imposed investment
     restrictions regarding particular types of companies or industries.

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

                         REGISTERED INVESTMENT COMPANIES
                            (excluding the Portfolio)

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

Ms. Marilyn G. Fedak   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. John Mahedy        [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Christopher Marx   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. John D. Philips    [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                           POOLED INVESTMENT VEHICLES

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

Ms. Marilyn G. Fedak   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. John Mahedy        [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Christopher Marx   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. John D. Philips    [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

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

                                 OTHER ACCOUNTS

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

Ms. Marilyn G. Fedak   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. John Mahedy        [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. Christopher Marx   [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------
Mr. John D. Philips    [_______]     [_______]     [_______]       [_______]
--------------------------------------------------------------------------------

DISTRIBUTION SERVICES AGREEMENT

          The Fund has entered into a Distribution Services Agreement (the
"Agreement") with AllianceBernstein Investments. Inc., the Fund's principal
underwriter (the "Principal Underwriter"), to permit the Principal Underwriter
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 B
shares in accordance with a plan of distribution which has been duly adopted and
approved in accordance with Rule 12b-1 adopted by the Commission under the 1940
Act (the "Rule 12b-1 Plan").

          Distribution services fees are accrued daily and paid monthly and
charged as expenses of the Fund as accrued. Under the Agreement, the Treasurer
of the Fund reports the amounts expended under the Rule 12b-1 Plan and the
purposes for which such expenditures were made to the Directors of the Fund on a
quarterly basis. Also, the Agreement provides that the selection and nomination
of Directors who are not "interested persons" of the Fund, as defined in the
1940 Act, are committed to the discretion of such disinterested Directors then
in office. The Agreement was initially approved by the Directors of the Fund at
a meeting held on January 6, 1999. Most recently, continuance of the Agreement
was approved for an additional annual term by the Board of Directors, including
a majority of the Directors who are not parties to the Agreement or interested
persons of such party, at a meeting held on December [_], 2005.

          The Agreement continues in effect from year to year, provided that
such continuance is specifically approved at least annually by the Directors of
the Fund or by vote of the holders of a majority of the outstanding Class B
shares (as defined in the 1940 Act) and, in either case, by a majority of the
Directors of the Fund who are not parties to the Agreement or interested
persons, as defined in the 1940 Act, of any such party (other than as directors
of the Fund) and who have no direct or indirect financial interest in the
operation of the Rule 12b-1 Plan or any agreement related thereto.

          The Adviser may from time to time and from its own funds or such other
resources as may be permitted by rules of the Commission make payments for
distribution services to the Principal Underwriter; the latter may in turn pay
part or all of such compensation to brokers or other persons for their
distribution assistance. The Principal Underwriter will pay for printing and
distributing prospectuses or reports prepared for its use in connection with the
offering of the Class B shares to the public and preparing, printing and mailing
any other literature or advertising in connection with the offering of the Class
B shares to the public. The Principal Underwriter will pay all fees and expenses
in connection with its qualification and registration as a broker or dealer
under federal and state laws and of any activity which is primarily intended to
result in the sale of Class B shares issued by the Fund, unless the plan of
distribution in effect for Class B shares provides that the Fund shall bear some
or all of such expenses.

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

          During the fiscal year ended December 31, 2005, the AllianceBernstein
Global Bond Portfolio, AllianceBernstein International Research Growth
Portfolio, AllianceBernstein Money Market Portfolio, AllianceBernstein Large Cap
Growth Portfolio, AllianceBernstein Growth and Income Portfolio,
AllianceBernstein U.S. Government/High Grade Securities Portfolio,
AllianceBernstein Growth Portfolio, AllianceBernstein International Growth
Portfolio, AllianceBernstein Global Technology Portfolio, AllianceBernstein
Small Cap Growth Portfolio, AllianceBernstein Real Estate Investment Portfolio,
AllianceBernstein Balanced Shares Portfolio, AllianceBernstein High Yield
Portfolio, AllianceBernstein Americas Government Income Portfolio,
AllianceBernstein Global Dollar Government Portfolio, AllianceBernstein Utility
Income Portfolio, AllianceBernstein International Value Portfolio,
AllianceBernstein Small/Mid Cap Value Portfolio, AllianceBernstein Value
Portfolio, AllianceBernstein U.S. Large Cap Blended Style Portfolio,
AllianceBernstein Wealth Appreciation Strategy Portfolio and AllianceBernstein
Balanced Wealth Strategy Portfolio paid distribution services fees for
expenditures under the Agreement, with respect to Class B shares, in amounts
aggregating $[__________], $[__________], $[__________], $[__________],
$[__________], $[__________], $[__________], $[__________], $[__________],
$[__________], $[__________], $[__________], $[__________], $[__________],
$[----------], $[__________], $[__________], $[__________], $[__________],
$[__________], $[__________] and $[__________], respectively, which constituted
approximately 25% of each Portfolio's aggregate average daily net assets
attributable to Class B shares during the period. The Adviser made payments from
its own resources as described above aggregating $[__________], $[__________],
$[__________], $[__________], $[__________], $[__________], $[__________],
$[__________], $[__________], $[__________], $[__________], $[__________],
$[__________], $[__________], $[__________], $[__________], $[__________],
$[__________], $[__________], $[__________], $[__________] and $[__________] for
the AllianceBernstein Global Bond Portfolio, AllianceBernstein International
Research Growth Portfolio, AllianceBernstein Money Market Portfolio,
AllianceBernstein Large Cap Growth Portfolio, AllianceBernstein Growth and
Income Portfolio, AllianceBernstein U.S. Government/High Grade Securities
Portfolio, AllianceBernstein Growth Portfolio, AllianceBernstein International
Growth Portfolio, AllianceBernstein Global Technology Portfolio,
AllianceBernstein Small Cap Growth Portfolio, AllianceBernstein Real Estate
Investment Portfolio, AllianceBernstein Balanced Shares Portfolio,
AllianceBernstein High Yield Portfolio, AllianceBernstein Americas Government
Income Portfolio, AllianceBernstein Global Dollar Government Portfolio and
AllianceBernstein Utility Income Portfolio, AllianceBernstein International
Value Portfolio, AllianceBernstein Small/Mid Cap Value Portfolio,
AllianceBernstein Value Portfolio, AllianceBernstein U.S. Large Cap Blended
Style Portfolio, AllianceBernstein Wealth Appreciation Strategy Portfolio and
AllianceBernstein Balanced Wealth Strategy Portfolio, respectively.

          For the fiscal year ended December 31, 2005, expenses incurred by each
Portfolio and costs allocated to each Portfolio in connection with activities
primarily intended to result in the sale of Class B shares were as follows:

                                                                       Alliance-
                          Alliance-     Alliance-       Alliance-      Bernstein
                          Bernstein     Bernstein       Bernstein      Large Cap
Category of               Global Bond   International   Money Market   Growth
Expense                   Portfolio     Portfolio       Portfolio      Portfolio
-------                   ---------     ---------       ---------      ---------

Advertising/
Marketing                 $[_______]    $[_______]      $[_______]     $[______]

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other Than
Current Shareholders      $[_______]    $[_______]      $[_______]     $[______]

Compensation to
Underwriters              $[_______]    $[_______]      $[_______]     $[______]

Compensation to Dealers   $[_______]    $[_______]      $[_______]     $[______]

Compensation to Sales
Personnel                 $[_______]    $[_______]      $[_______]     $[______]

Interest, Carrying or
Other Financing Charges   $[_______]    $[_______]      $[_______]     $[______]

Other (includes
personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)      $[_______]    $[_______]      $[_______]     $[______]

Totals                    $[_______]    $[_______]      $[_______]     $[______]

                                       Alliance-                     Alliance-
                          Alliance-    Bernstein U.S.                Bernstein
                          Bernstein    Gov't/High       Alliance-    Inter-
                          Growth and   Grade            Bernstein    national
Category of               Income       Securities       Growth       Growth
Expense                   Portfolio    Portfolio        Portfolio    Portfolio
-------                   ---------    ---------        ---------    ---------

Advertising/
Marketing                 $[_______]   $[_______]       $[_______]   $[_______]

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders      $[_______]   $[_______]       $[_______]   $[_______]

Compensation to
Underwriters              $[_______]   $[_______]       $[_______]   $[_______]

Compensation to Dealers   $[_______]   $[_______]       $[_______]   $[_______]

Compensation to Sales
Personnel                 $[_______]   $[_______]       $[_______]   $[_______]

Interest, Carrying or
Other Financing Charges   $[_______]   $[_______]       $[_______]   $[_______]

Other (includes
personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)      $[_______]   $[_______]       $[_______]   $[_______]

Totals                    $[_______]   $[_______]       $[_______]   $[_______]

                          Alliance-    Alliance-    Alliance-     Alliance-
                          Bernstein    Bernstein    Bernstein     Bernstein
                          Global       Small Cap    Real Estate   Total
Category of               Technology   Growth       Investment    Return
Expense                   Portfolio    Portfolio    Portfolio     Portfolio
-------                   ---------    ---------    ---------     ---------

Advertising/
Marketing                 $[_______]   $[_______]   $[_______]    $[_______]

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders      $[_______]   $[_______]   $[_______]    $[_______]

Compensation to
Underwriters              $[_______]   $[_______]   $[_______]    $[_______]

Compensation to Dealers   $[_______]   $[_______]   $[_______]    $[_______]

Compensation to Sales
Personnel                 $[_______]   $[_______]   $[_______]    $[_______]

Interest, Carrying or
Other Financing Charges   $[_______]   $[_______]   $[_______]    $[_______]

Other (includes
personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)      $[_______]   $[_______]   $[_______]    $[_______]

Totals                    $[_______]   $[_______]   $[_______]    $[_______]

                                       Alliance-
                                       Bernstein    Alliance-       Alliance-
                          Alliance-    Americas     Bernstein       Bernstein
                          Bernstein    Gov't        Global Dollar   Utility
Category of               High Yield   Income       Gov't           Income
Expense                   Portfolio    Portfolio    Portfolio       Portfolio
-------                   ---------    ---------    ---------       ---------

Advertising/
Marketing                 $[_______]   $[_______]   $[_______]      $[_______]

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders      $[_______]   $[_______]   $[_______]      $[_______]

Compensation to
Underwriters              $[_______]   $[_______]   $[_______]      $[_______]

Compensation to Dealers   $[_______]   $[_______]   $[_______]      $[_______]

Compensation to Sales
Personnel                 $[_______]   $[_______]   $[_______]      $[_______]

Interest, Carrying or
Other Financing Charges   $[_______]   $[_______]   $[_______]      $[_______]

Other (includes
personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)      $[_______]   $[_______]   $[_______]      $[_______]

Totals                    $[_______]   $[_______]   $[_______]      $[_______]

                                          Alliance-                 Alliance-
                          Alliance-       Bernstein                 Bernstein
                          Bernstein       Small/       Alliance-    U.S. Large
                          International   Mid Cap      Bernstein    Cap Blended
Category of               Value           Value        Value        Style
Expense                   Portfolio       Portfolio    Portfolio    Portfolio
-------                   ---------       ---------    ---------    ---------

Advertising/
Marketing                 $[_______]      $[_______]   $[_______]   $[_______]

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders      $[_______]      $[_______]   $[_______]   $[_______]

Compensation to
Underwriters              $[_______]      $[_______]   $[_______]   $[_______]

Compensation to Dealers   $[_______]      $[_______]   $[_______]   $[_______]

Compensation to Sales
Personnel                 $[_______]      $[_______]   $[_______]   $[_______]
Interest, Carrying or
Other Financing Charges   $[_______]      $[_______]   $[_______]   $[_______]

Other (includes
personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)      $[_______]      $[_______]   $[_______]   $[_______]

Totals                    $[_______]      $[_______]   $[_______]   $[_______]

                             Alliance-             Alliance-
                             Bernstein             Bernstein Balanced
Category of                  Wealth Appreciation   Wealth Strategy
Expense                      Strategy Portfolio    Portfolio
-------                      ------------------    ---------

Advertising/
Marketing                    $[_______]            $[_______]

Printing and Mailing of
Prospectuses and
Semi-Annual and Annual
Reports to Other than
Current Shareholders         $[_______]            $[_______]

Compensation to
Underwriters                 $[_______]            $[_______]

Compensation to Dealers      $[_______]            $[_______]

Compensation to Sales
Personnel                    $[_______]            $[_______]

Interest, Carrying or
Other Financing Charges      $[_______]            $[_______]

Other (includes
personnel costs of
those home office
employees involved in
the distribution effort
and the travel-related
expenses incurred by
the marketing personnel
conducting seminars)         $[_______]            $[_______]

Totals                       $[_______]            $[_______]

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

                        PURCHASE AND REDEMPTION OF SHARES

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

          The following information supplements that set forth in the
Portfolios' Prospectuses under the heading "Investing in the Portfolios."

          Shares of each Portfolio are offered at NAV on a continuous basis to
the separate accounts of the Insurers without any sales or other charge. The
separate accounts of insurance companies place orders to purchase shares based
on, among other things, the amount of premium payments to be invested and
surrendered and transfer requests to be effected pursuant to variable contracts
funded by shares of the Portfolio. The Fund reserves the right to suspend the
sale of its shares in response to conditions in the securities markets or for
other reasons. See the prospectus of the separate account of the participating
insurance company for more information on the purchase of shares.

          The Insurers maintain omnibus account arrangements with the Fund in
respect of one or more Portfolios and place aggregate purchase, redemption and
exchange orders for shares of a Portfolio corresponding to orders placed by the
Insurer's customers ("Contractholders") who have purchased contracts from the
Insurers, in each case, in accordance with the terms and conditions of the
relevant contract. Omnibus account arrangements maintained by the Insurers are
discussed below under "Limitations on Ability to Detect and Curtail Excessive
Trading Practices."

          The Fund's Board of Directors has adopted polices and procedures
designed to detect and deter frequent purchases and redemptions of Portfolio
shares or excessive or short-term trading that might disadvantage long-term
Contractholders. These policies are described below. Each Portfolio reserves the
right to restrict, reject or cancel, without any notice, any purchase or
exchange order for any reason, including any purchase or exchange order accepted
by any Insurer or a Contractholder'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 attributable to particular Contractholders in
all circumstances. By realizing profits through short-term trading,
Contractholders that engage in rapid purchases and sales or exchanges of a
Portfolio's shares dilute the value of shares held by long-term Contractholders.
Volatility resulting from excessive purchases and sales or exchanges of shares
of a Portfolio, especially involving large dollar amounts, may disrupt efficient
portfolio management. In particular, a Portfolio 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. Excessive purchases and sales or exchanges of shares of a Portfolio
may force the Portfolio to sell portfolio securities at inopportune times to
raise cash to accommodate short-term trading activity. In addition, a Portfolio
may incur increased expenses if one or more Contractholders engage in excessive
or short-term trading. For example, a Portfolio may be forced to liquidate
investments as a result of short-term trading attributable to one or more
Contractholders and incur increased brokerage costs without attaining any
investment advantage. Similarly, a Portfolio may bear increased administrative
costs due to asset level and investment volatility that accompanies patterns of
short-term trading activity. All of these factors may adversely affect a
Portfolio's performance.

          Investments in foreign securities may be particularly susceptible to
short-term trading strategies. This is because foreign securities are typically
traded on markets that close well before the time a fund calculates its NAV at
4:00 p.m. Eastern time, which gives rise to the possibility that developments
may have occurred in the interim that would affect the value of these
securities. The time zone differences among international stock markets can
allow a Contractholder engaging in a short-term trading strategy to exploit
differences in share prices that are based on closing prices of foreign
securities established some time before the Fund calculates its own share price
(referred to as "time zone arbitrage").

          Contractholders engaging in a short-term trading strategy may also
target a Portfolio that does not invest primarily in foreign securities. Any
Portfolio 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. Contractholders may seek to engage in short-term trading to take
advantage of these pricing differences (referred to as "price arbitrage").
Portfolios that may be adversely affected by price arbitrage include, in
particular, those Portfolios that significantly invest in small cap securities,
technology and other specific industry sector securities, and in certain
fixed-income securities, such as high yield bonds, asset-backed securities, or
municipal bonds.

          Money market funds generally are not effective vehicles for short-term
trading activity, and therefore the risks relating to short-term trading
activity are correspondingly lower for the Money Market Portfolio.

          Policy Regarding Short-term Trading. Purchases and exchanges of shares
of the Portfolios should be made for investment purposes only. The Fund seeks to
prevent patterns of excessive purchases and sales or exchanges of shares of the
Portfolios. The Fund will seek to prevent such practices to the extent they are
detected by the procedures described below, subject to the Fund's ability to
monitor purchase, sale and exchange activity, and subject to such limitations as
may result from the terms and conditions contained in certain of the contracts
described below. 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, the
     Principal Underwriter and ABIS, maintains surveillance procedures to detect
     excessive or short-term trading in Portfolio shares. This surveillance
     process involves several factors, which include scrutinizing individual
     Insurers' omnibus transaction activity in Portfolio shares in order to seek
     to ascertain whether any such activity attributable to one or more
     Contractholders might constitute excessive or short-term trading. Insurers'
     omnibus transaction activity identified by these surveillance procedures,
     or as a result of any other information actually available at the time,
     will be evaluated to determine whether such activity might indicate
     excessive or short-term trading activity attributable to one or more
     Contractholders. 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 relevant Insurers' omnibus
     account(s) will be immediately "blocked" and no future purchase or exchange
     activity will be permitted, except to the extent the Fund, the Principal
     Underwriter or ABIS has been informed in writing that the terms and
     conditions of a particular contract may limit the Fund's ability to apply
     its short-term trading policy to Contractholder activity as discussed
     below. As a result, any Contractholder seeking to engage through an Insurer
     in purchase or exchange activity in shares of one or more Portfolios under
     a particular contract will be prevented from doing so. However, sales of
     Portfolio shares back to the Portfolio or redemptions will continue to be
     permitted in accordance with the terms of the Portfolio's current
     Prospectus. In the event an account is blocked, certain account-related
     privileges, such as the ability to place purchase, sale and exchange orders
     over the internet or by phone, may also be suspended. An Insurer's omnibus
     account that is blocked will generally remain blocked unless and until the
     Insurer provides evidence or assurance acceptable to the Fund that one or
     more Contractholders 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. If an Insurer does not have the capabilities, or declines, to
     provide individual account level detail to the Fund, the Fund will monitor
     turnover of assets to purchases and redemptions of the omnibus account. If
     excessive turnover, defined as annualized purchases and redemptions
     exceeding 50% of assets is detected, the Fund will notify the Insurer and
     request that the Insurer review individual account transactions for
     excessive or short-term trading activity and confirm to the Fund that
     appropriate action has been taken to curtail the activity, which may
     include applying blocks to accounts to prohibit future purchases and
     exchanges of shares of the Portfolios. The Fund will continue to monitor
     the turnover attributable to an Insurer's omnibus account and may consider
     whether to terminate the relationship if the Insurer does not demonstrate
     that appropriate action has been taken.

          Risks to Contractholders Resulting From Imposition of Account Blocks
in Response to Excessive Short-term Trading Activity. A Contractholder
identified as having engaged in excessive or short-term trading activity whose
account is "blocked" and who may not otherwise wish to redeem his or her shares
effectively may be "locked" into an investment in shares of one or more of the
Portfolios that the Contractholder did not intend to hold on a long-term basis
or that may not be appropriate for the Contractholder's risk profile. To rectify
this situation, a Contractholder with a "blocked" account may be forced to
redeem Portfolio shares, which could be costly if, for example, these shares
have declined in value. To avoid this risk, a Contractholder should carefully
monitor the purchases, sales, and exchanges of Portfolio shares and avoid
frequent trading in Portfolio shares.

          Limitations on Ability to Detect and Curtail Excessive Trading
Practices. Insurers utilizing omnibus account arrangements may not identify to
the Fund, the Principal Underwriter or ABIS Contractholders' transaction
activity relating to shares of a particular Portfolio on an individual basis.
Consequently, the Fund, the Principal Underwriter and ABIS may not be able to
detect excessive or short-term trading in shares of a Portfolio attributable to
a particular Contractholder who effects purchase and redemption and/or exchange
activity in shares of the Portfolio through an Insurer acting in an omnibus
capacity. In seeking to prevent excessive or short-term trading in shares of the
Portfolios, including the maintenance of any transaction surveillance or account
blocking procedures, the Fund, the Principal Underwriter and ABIS consider the
information actually available to them at the time.


          Contractholders should be aware that, even if the Fund, the Principal
Underwriter or ABIS, in its sole discretion, determines that a particular
Insurer's omnibus transaction activity in shares of a Portfolio attributable to
one or more other Contractholders may constitute excessive or short-term
trading, the terms and conditions of the relevant contract may limit the ability
of the Fund, the Principal Underwriter or ABIS, or the Insurer to curtail the
Contractholder's activity. This means that even after the detection of such
possible Contractholder activity, the affected Portfolio may continue to suffer
the effects of excessive or short-term trading.

REDEMPTION OF SHARES

          An insurance company separate account may redeem all or any portion of
the shares in its account at any time at the NAV next determined after a
redemption request in the proper form is furnished to the Fund. Any certificates
representing shares being redeemed must be submitted with the redemption
request. Shares do not earn dividends on the day they are redeemed, regardless
of whether the redemption request is received before or after the time of
computation of NAV that day. There is no redemption charge. The redemption
proceeds will normally be sent within seven days.

          The right of redemption may be suspended or the date or payment may be
postponed for any period during which the Exchange is closed (other than
customary weekend and holiday closings) or during which the Commission
determines that trading thereon is restricted, or for any period during which an
emergency (as determined by the Commission) exists as a result of which disposal
by the Fund of securities owned by a Portfolio is not reasonably practicable or
as a result of which it is not reasonably practicable for the Fund fairly to
determine the value of a Portfolio's net assets, or for such other periods as
the Commission may by order permit for the protection of security holders of the
Portfolios. For information regarding how to redeem shares in the Portfolios,
please see your insurance company's separate account prospectus.

          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 Portfolio's securities at the time of such redemption or
repurchase. Payment either in cash or in portfolio securities received by a
shareholder upon redemption or repurchase of his shares, assuming the shares
constitute capital assets in his hands, will result in long-term or short-term
capital gains (or loss) depending upon the shareholder's holding period and
basis in respect of the shares redeemed.

PAYMENTS TO FINANCIAL INTERMEDIARIES

          Financial intermediaries, such as the Insurers, market and sell shares
of the Portfolios and typically receive compensation for selling shares of the
Portfolios. This compensation is paid from various sources, including any 12b-1
fee that you or the Portfolios may pay.

          In the case of Class B shares, up to 100% of the Rule 12b-1 fee
applicable to Class B shares each year may be paid to the financial intermediary
that sells Class B shares.

          Insurers or your financial intermediary receives compensation from the
Portfolios, the Principal Underwriter and/or the Adviser in several ways from
various sources, which include some or all of the following:

          o    12b-1 fees;

          o    defrayal of costs for educational seminars and training;

          o    additional distribution support; and

          o    payments related to providing Contractholder record-keeping
               and/or administrative services

          Please read your Portfolio's Prospectus carefully for information on
this compensation.

          The Principal Underwriter and/or the Adviser may pay Insurers or other
financial intermediaries to perform record-keeping and administrative services
in connection with the Portfolios. Such payments will generally not exceed 0.35%
of the average daily net assets of each Portfolio attributable to the Insurer.


          Other Payments for Educational Support and Distribution Assistance. In
addition to the fees described above, the Principal Underwriter, at its expense,
currently provides additional payments to the Insurers. These sums include
payments to reimburse directly or indirectly the costs incurred by the Insurers
and their employees in connection with educational seminars and training efforts
about the Portfolios for the Insurers' employees and/or their clients and
potential clients. The costs and expenses associated with these efforts may
include travel, lodging, entertainment and meals.


          For 2006, the Principal Underwriter's additional payments to these
firms for educational support and distribution assistance related to the
Portfolios is expected to be approximately $[_________]. In 2005, the Principal
Underwriter paid additional payments of approximately $[_________] for the
Portfolios.

          If one mutual fund sponsor that offers shares to separate accounts of
an Insurer makes greater distribution assistance payments than another, the
Insurer may have an incentive to recommend or offer the shares of funds of one
fund sponsor over another.

          Please speak with your financial intermediary to learn more about the
total amounts paid to your financial intermediary by the Funds, the Adviser, the
Principal Underwriter and by other mutual fund sponsors that offer shares to
Insurers that may be recommended to you. You should also consult disclosures
made by your financial intermediary at the time of purchase.


          The Principal Underwriter anticipates that the Insurers that will
receive additional payments for educational support include:

     AIG SunAmerica
     All State Financial
     ING
     Lincoln Financial Group
     Morgan Stanley

          The Principal Underwriter may also make additional payments for
distribution services to AIG SunAmerica for payments it makes to distributors of
AIG SunAmerica's Ovation Products, including Citigroup Global Markets.

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

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

                                 NET ASSET VALUE

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

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

          In accordance with applicable rules under the 1940 Act and the
Portfolio's pricing policies and procedures adopted by the Board of Directors
(the "Pricing Policies"), portfolio securities are valued at current market
value or at fair value. The Board of Directors has delegated to the Adviser,
subject to the Board's continuing oversight, certain of its duties with respect
to the following Pricing Policies.

          With respect to securities for which market quotations are readily
available, the market value of a security will be determined as follows:

          (a) securities listed on the Exchange or on a foreign securities
exchange are valued at the last sale price reflected on the consolidated tape at
the close of the Exchange or foreign securities exchange on the business day as
of which such value is being determined. If there has been no sale on such day,
the securities are valued at the mean of the closing bid and asked prices on
such day. If no bid or asked prices are quoted on such day, then the security is
valued in good faith at fair value by, or in accordance with procedures
established by, the Board of Directors;

          (b) securities not listed on the Exchange or on a foreign securities
exchange but listed on other national securities exchanges are valued in
accordance with paragraph (a) above, and securities traded on The Nasdaq Stock
Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official
Closing Price;

          (c) securities traded on the Exchange or on a foreign securities
exchange and on one or more other national or foreign securities exchanges, and
securities not traded on the Exchange but traded on one or more other national
or foreign securities exchanges, are valued in accordance with paragraph (a)
above by reference to the principal exchange on which the securities are traded;

          (d) listed put or call options purchased by a Portfolio are valued at
the last sale price. If there has been no sale on that day, such securities will
be valued at the closing bid prices on that day;

          (e) open futures contracts and options thereon will be valued using
the closing settlement price or, in the absence of such a price, the most recent
quoted bid price. If there are no quotations available for the day of
valuations, the last available closing settlement price will be used;

          (f) securities traded in the over-the-counter market, including
securities listed on a national securities exchange whose primary market is
believed to be over-the-counter (but excluding securities traded on NASDAQ) are
valued at the mean of the current bid and asked prices as reported by the
National Quotation Bureau or other comparable sources;

          (g) U.S. Government securities and other debt instruments having 60
days or less remaining until maturity are valued at amortized cost if their
original maturity was 60 days or less, or by amortizing their fair value as of
the 61st day prior to maturity if their original term to maturity exceeded 60
days (unless in either case it is determined, in accordance with procedures
established by the Board of Directors, that this method does not represent fair
value);

          (h) fixed-income securities may be valued on the basis of prices
provided by a pricing service when such prices are believed to reflect the fair
market value of such securities. The prices provided by a pricing service take
into account many factors, including institutional size, trading in similar
groups of securities and any developments related to specific securities. For
securities where the Adviser has determined that an appropriate pricing service
does not exist, such securities may be valued on the basis of a quoted bid price
or spread from a major broker-dealer in such security;

          (i) mortgage-backed and asset-backed securities may be valued at
prices obtained from a bond pricing service or at a price obtained from one or
more of the major broker-dealers in such securities when such prices are
believed to reflect the fair market value of such securities. In cases where
broker-dealer quotes are obtained, the Adviser may establish procedures whereby
changes in market yields or spreads are used to adjust, on a daily basis, a
recently obtained quoted bid price on a security;

          (j) OTC and other derivatives are valued on the basis of a quoted bid
price or spread from a major broker-dealer in such security; and

          (k) all other securities will be valued in accordance with readily
available market quotations as determined in accordance with procedures
established by the Board of Directors.

          The Portfolios value their securities at their current market value
determined on the basis of market quotations or, if market quotations are not
readily available or are unreliable, at "fair value" as determined in accordance
with procedures established by and under the general supervision of the Fund's
Board of Directors. When a Portfolio uses fair value pricing, it may take into
account any factors it deems appropriate. The Portfolios 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
Portfolios to calculate their NAVs 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 Portfolios expect 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. Portfolios 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 a Portfolio values its
securities at 4:00 p.m., Eastern Time. The earlier close of these foreign
markets gives rise to the possibility that significant events, including broad
market moves, may have occurred in the interim. For example, the Portfolios
believe that foreign security values may be affected by events that occur after
the close of foreign securities markets. To account for this, the Portfolios may
frequently value many of their foreign equity securities using fair value prices
based on third party vendor modeling tools to the extent available.

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

          Each Portfolio may suspend the determination of its NAV (and the
offering and sale of shares), subject to the rules of the Commission 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 Portfolio 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 Commission by order permits a
suspension of the right of redemption or a postponement of the date of payment
on redemption.

          For purposes of determining a Portfolio's NAV, 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 of Directors.

          The assets attributable to the Class A shares and Class B shares will
be invested together in a single portfolio. 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 each Portfolio in accordance with Rule 18f-3 under the 1940 Act
(the "18f-3 Plan").

          The AllianceBernstein Money Market Portfolio utilizes the amortized
cost method of valuation of portfolio securities in accordance with the
provisions of Rule 2a-7 under the Act. The amortized cost method involves
valuing an instrument at its cost and thereafter applying a constant
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. The Fund
maintains procedures designed to stabilize, to the extent reasonably possible,
the price per share of the Portfolio as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the Portfolio's
investment portfolio holdings by the Directors at such intervals as they deem
appropriate to determine whether and to what extent the NAV of the Portfolio
calculated by using available market quotations or market equivalents deviates
from NAV based on amortized cost. If such deviation as to the Portfolio exceeds
1/2 of 1%, the Directors will promptly consider what action, if any, should be
initiated. In the event the Directors determine that such a deviation may result
in material dilution or other unfair results to new investors or existing
shareholders, they will consider corrective action which might include (1)
selling instruments held by the Portfolio prior to maturity to realize capital
gains or losses or to shorten average portfolio maturity; (2) withholding
dividends of net income on shares of the Portfolio; or (3) establishing a NAV
per share of the Portfolio by using available market quotations or equivalents.
The NAV of the shares of the Portfolio is determined as of the close of business
each Fund business day (generally 4:00 p.m. Eastern time).

          The assets attributable to the Class A shares and Class B shares of
the Portfolio, will be invested together in a single portfolio. 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 the 18f-3 Plan.

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

                             PORTFOLIO TRANSACTIONS

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

          Subject to the general oversight of the Board of Directors of the
Fund, the Adviser is responsible for the investment decisions and of placing of
orders for portfolio securities for the Portfolios. 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 Portfolios do not consider sales of shares of the Portfolios 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 considerations.

          Neither the Fund nor the Adviser has entered into agreements or
understandings with any brokers or dealers regarding the placement of securities
transactions because of research or statistical services they provide. To the
extent that such persons or firms supply investment information to the Adviser
for use in rendering investment advice to the 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 impossible to place an actual dollar value on such investment information,
its receipt by the Adviser probably does not reduce the overall expenses of the
Adviser to any material extent.

          The investment information provided to the Adviser is of the type
described in Section 28(e)(3) of the Exchange Act and is designed to augment the
Adviser's own internal research and investment strategy capabilities. Research
and statistical 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 utilized by the Adviser in connection with the Fund.

          The Fund will deal in some instances in equity securities which are
not listed on a national stock exchange but are traded in the over-the-counter
market. In addition, most transactions for the AllianceBernstein U.S.
Government/High-Grade Securities Portfolio and the AllianceBernstein Money
Market Portfolio are executed in the over-the-counter market. Where transactions
are executed in the over-the-counter 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 may from time to time place orders for the purchase or sale
of securities (including listed call options) with SCB & Co., each an affiliate
of the Adviser and the Fund's distributor, for which SCB & Co. may receive a
portion of the brokerage commission. With respect to orders placed with SCB &
Co. 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.

          The following table shows the brokerage commission paid on investment
transactions for the last three fiscal years:

                                                      AGGREGATE       BROKERAGE
                                FISCAL                BROKERAGE       COMMISSION
                              YEAR ENDED              COMMISSION       PAID TO
        PORTFOLIO             DECEMBER 31                PAID          SCB & CO.
        ---------             -----------                ----          ---------

AllianceBernstein Growth
Portfolio

                                 2003                 $  300,559      $    1,240
                                 2004                 $  406,802      $    5,956
                                 2005                 $[_______]      $[_______]

AllianceBernstein Growth
     and Income Portfolio

                                 2003                 $3,904,261      $  260,705
                                 2004                 $3,213,606      $  318,467
                                 2005                 $[_______]      $[_______]

AllianceBernstein Global
     Bond Portfolio

                                 2003                 $        0      $        0
                                 2004                 $        0      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein Global
     Dollar Government
     Portfolio

                                 2003                 $        0      $        0
                                 2004                 $        0      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     High Yield Portfolio

                                 2003                 $        0      $        0
                                 2004                 $      292      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     International
     Research Growth
     Portfolio

                                 2003                 $  164,709      $        0
                                 2004                 $  300,831      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     Money Market
     Portfolio

                                 2003                 $        0      $        0
                                 2004                 $        0      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     Americas Government
     Income Portfolio

                                 2003                 $        0      $        0
                                 2004                 $        0      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein Large
     Cap Growth Portfolio

                                 2003                 $4,045,107      $  188,480
                                 2004                 $2,982,600      $  216,322
                                 2005                 $[_______]      $[_______]

AllianceBernstein Small
     Cap Growth Portfolio

                                 2003                 $  433,127      $        0
                                 2004                 $  261,803      $    2,077
                                 2005                 $[_______]      $[_______]
AllianceBernstein Real
     Estate Investment
     Portfolio

                                 2003                 $  101,093      $        0
                                 2004                 $  134,533      $   39,150
                                 2005                 $[_______]      $[_______]

AllianceBernstein Global
     Technology Portfolio

                                 2003                 $1,053,536      $   30,500
                                 2004                 $1,210,680      $   59,578
                                 2005                 $[_______]      $[_______]

AllianceBernstein Balanced
     Shares Portfolio

                                 2003                 $  141,292      $        0
                                 2004                 $  103,358      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     U.S. Government/High
     Grade Securities
     Portfolio

                                 2003                 $        0      $        0
                                 2004                 $        0      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     Utility Income
     Portfolio

                                 2003                 $  148,510      $    6,140
                                 2004                 $   73,466      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     International Growth
     Portfolio

                                 2003                 $   74,728      $        0
                                 2004                 $  141,472      $        0
                                 2005                 $[_______]      $[_______]

AllianceBernstein Small/Mid
     Cap Value Portfolio

                                 2003                 $  201,066      $  114,816
                                 2004                 $  275,109      $  147,309
                                 2005                 $[_______]      $[_______]

AllianceBernstein Value
     Portfolio

                                 2003                 $  139,185      $   87,949
                                 2004                 $  144,391      $   92,625
                                 2005                 $[_______]      $[_______]

AllianceBernstein
     International Value
     Portfolio

                                 2003                 $  162,924      $   16,922
                                 2004                 $  540,696      $   62,440
                                 2005                 $[_______]      $[_______]

AllianceBernstein U.S.
     Large Cap Blended
     Style Portfolio             2003                 $   11,112      $    5,579
                                 2004                 $   24,752      $   12,851
                                 2005                 $[_______]      $[_______]

AllianceBernstein Wealth
     Appreciation Strategy
     Portfolio
                                 2004                 $   25,508      $    3,257
                                 2005                 $[_______]      $[_______]

AllianceBernstein Balanced
     Wealth Strategy
     Portfolio
                                 2004                 $   27,708      $    4,915
                                 2005                 $[_______]      $[_______]

          During the most recent fiscal year, the percentage of the aggregate
brokerage commission, stated above, paid by each Portfolio to SCB & Co. and the
percentage of each Portfolio's aggregate dollar amount of transactions involving
the payment of commissions through SCB & Co. was as follows:

                                                               % of Aggregate
                                                               Dollar Amount of
                                                               Transactions
                                        % of Aggregate         Involving the
                                        Brokerage              Payment of
                                        Commission             Commissions
Portfolio                               Paid to SCB & Co.      Through SCB & Co.
---------                               -----------------      -----------------

AllianceBernstein                       [______]%                [______]%
     Growth Portfolio
AllianceBernstein                       [______]%                [______]%
     Growth and Income Portfolio
AllianceBernstein                       [______]%                [______]%
     Global Bond Portfolio
AllianceBernstein Global                [______]%                [______]%
     Dollar Government Portfolio
AllianceBernstein                       [______]%                [______]%
     High Yield Portfolio
AllianceBernstein                       [______]%                [______]%
     International Research Growth
     Portfolio
AllianceBernstein                       [______]%                [______]%
     Money Market Portfolio
AllianceBernstein                       [______]%                [______]%
     Americas Government
     Income Portfolio
AllianceBernstein Large Cap             [______]%                [______]%
     Growth Portfolio
AllianceBernstein Small Cap             [______]%                [______]%
     Growth Portfolio
AllianceBernstein                       [______]%                [______]%
     Real Estate Investment
     Portfolio
AllianceBernstein                       [______]%                [______]%
     Global Technology Portfolio
AllianceBernstein                       [______]%                [______]%
     Balanced Shares Portfolio
AllianceBernstein                       [______]%                [______]%
     U.S. Government/High
     Grade Securities Portfolio
AllianceBernstein                       [______]%                [______]%
     Utility Income Portfolio
AllianceBernstein                       [______]%                [______]%
     International Growth Portfolio
AllianceBernstein                       [______]%                [______]%
     Small/Mid Cap Value Portfolio
AllianceBernstein Value                 [______]%                [______]%
     Portfolio
AllianceBernstein                       [______]%                [______]%
     International Value Portfolio
AllianceBernstein U.S. Large            [______]%                [______]%
     Cap Blended Style Portfolio
AllianceBernstein Wealth Appreciation
     Strategy Portfolio                 [______]%                [______]%
AllianceBernstein Balanced Wealth
     Strategy Portfolio                 [______]%                [______]%

DISCLOSURE OF PORTFOLIO HOLDINGS

          The Fund believes that the ideas of the Adviser's investment staff
should benefit the Portfolios and their shareholders, and does not want to
afford speculators an opportunity to profit by anticipating Portfolio trading
strategies or using Portfolio information for stock picking. However, the Fund
also believes that knowledge of each Portfolio'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 Portfolios, policies and
procedures relating to disclosure of the Portfolios' portfolio securities. The
policies and procedures relating to disclosure of the Portfolios' portfolio
securities are designed to allow disclosure of portfolio holdings information
where necessary to the operation of the Portfolios or useful to the Portfolios'
shareholders without compromising the integrity or performance of the
Portfolios. Except when there are legitimate business purposes for selective
disclosure and other conditions (designed to protect the Portfolios and their
shareholders) are met, the Portfolios do not provide or permit others to provide
information about a Portfolio's portfolio holdings on a selective basis.


          The Portfolios include portfolio holdings information as required in
regulatory filings and shareholder reports, disclose 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). For each portfolio security,
the posted information includes its name, the number of shares held by a
Portfolio, the market value of the Portfolio's holdings, and the percentage of
the Portfolio's assets represented by the portfolio security. The day after
portfolio holdings information is publicly available on the website, it may be
mailed, e-mailed or otherwise transmitted to any person.


          The Adviser may distribute or authorize the distribution of
information about a Portfolio'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 a Portfolio's
portfolio holdings that is not publicly available, on the website or otherwise,
to the Fund's service providers who require access to the information in order
to fulfill their contractual duties relating to the Portfolios, to facilitate
the review of the Portfolios by rating agencies, for the purpose of due
diligence regarding a merger or acquisition, or for the purpose of effecting
in-kind redemption of securities to facilitate orderly redemption of portfolio
assets and minimal impact on remaining Portfolio shareholders. The Adviser does
not expect to disclose information about a Portfolio's portfolio holdings that
is not publicly available to the Portfolio's individual or institutional
investors or to intermediaries that distribute the Portfolio's shares.
Information may be disclosed with any frequency and any lag, as appropriate.


          Before any non-public disclosure of information about a Portfolio's
portfolio holdings is permitted, however, the Adviser's Mutual Fund Compliance
Director must determine that the Portfolio has a legitimate business purpose for
providing the portfolio holdings information, that the disclosure is in the best
interests of the Portfolio'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 Portfolio 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 a Portfolio's
portfolio holdings information is only disclosed in accordance with these
policies. Only the Adviser's Mutual Fund Compliance Director (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 a Portfolio and is in the best interest
of the Portfolio's shareholders. The Adviser's Mutual Fund Compliance Director
(or his designee) approves disclosure only after considering the anticipated
benefits and costs to the Portfolio and its shareholders, the purpose of the
disclosure, any conflicts of interest between the interests of the Portfolio 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 Mutual Fund Compliance
Director (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
Mutual Fund Compliance Director or another member of the compliance team reports
all arrangements to disclose portfolio holdings information to the Fund's Board
of Directors on a quarterly basis. If the Directors determine 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 Portfolios'
portfolio holdings: (i) the Fund's independent registered public accounting
firm, for use in providing audit opinions; (ii) Data Communique International
and Bowne & Co., Inc. and, from time to time, other financial printers, for the
purpose of preparing Portfolio regulatory filings; (iii) the Fund's custodian in
connection with its custody of the assets of the Portfolios; (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 a Portfolio's portfolio holdings information unless specifically
authorized.

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

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

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

          Each Portfolio of the Fund qualified and intends to continue to
qualify to be taxed as a regulated investment company under the Code. If so
qualified, each Portfolio will not be subject to federal income and excise taxes
on its investment company taxable income and net capital gain to the extent such
investment company taxable income and net capital gain are distributed to the
separate accounts of insurance companies which hold its shares. Under current
tax law, capital gains or dividends from any Portfolio are not currently taxable
to the holder of a variable annuity or variable life insurance contract when
left to accumulate within such variable annuity or variable life insurance
contract. Distributions of net investment income and net short-term capital
gains will be treated as ordinary income and distributions of net long-term
capital gains will be treated as long-term capital gain in the hands of the
insurance companies.

          Investment income received by a Portfolio from sources within foreign
countries may be subject to foreign income taxes withheld at the source. If more
than 50% of the value of a Portfolio's total assets at the close of its taxable
year consists of stocks or securities of foreign corporations (which for this
purpose should include obligations issued by foreign governments), such
Portfolio will be eligible to file an election with the Internal Revenue Service
to pass through to its shareholders the amount of foreign taxes paid by the
Portfolio. If eligible, each such Portfolio intends to file such an election,
although there can be no assurance that such Portfolio will be able to do so.

          Section 817(h) of the Code requires that the investments of a
segregated asset account of an insurance company be adequately diversified, in
accordance with Treasury Regulations promulgated thereunder, in order for the
holders of the variable annuity contracts or variable life insurance policies
underlying the account to receive the tax-deferred or tax-free treatment
generally afforded holders of annuities or life insurance policies under the
Code. The Department of the Treasury has issued Regulations under section 817(h)
that, among other things, provide the manner in which a segregated asset account
will treat investments in a regulated investment company for purposes of the
applicable diversification requirements. Under the Regulations, if a regulated
investment company satisfies certain conditions, a segregated asset account
owning shares of the regulated investment company will not be treated as a
single investment for these purposes, but rather the account will be treated as
owning its proportionate share of each of the assets of the regulated investment
company. Each Portfolio plans to satisfy these conditions at all times so that
the shares of such Portfolio owned by a segregated asset account of a life
insurance company will be subject to this treatment under the Code.

          For information concerning the federal income tax consequences for the
holders of variable annuity contracts and variable life insurance policies, such
holders should consult the prospectus used in connection with the issuance of
their particular contracts or policies.

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

                               GENERAL INFORMATION

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

CAPITALIZATION

          The Fund was organized as a Maryland corporation in 1987 under the
name "Alliance Variable Products Series Fund, Inc." The name of the Fund became
"AllianceBernstein Variable Products Series Fund, Inc." on May 1, 2003. Each
Portfolio's name was changed on May 1, 2003. Prior thereto, the Portfolios were
known as: Alliance Money Market Portfolio, Alliance Premier Growth Portfolio,
Alliance Growth and Income Portfolio, Alliance U.S. Government/High Grade
Securities Portfolio, Alliance High Yield Portfolio, Alliance Balanced Shares
Portfolio, Alliance International Research Growth Portfolio, Alliance Global
Bond Portfolio, Alliance Americas Government Income Portfolio, Alliance Global
Dollar Government Portfolio, Alliance Utility Income Portfolio, Alliance Growth
Portfolio, Alliance International Growth Portfolio, Alliance Technology
Portfolio, Alliance Quasar Portfolio and Alliance Real Estate Investment
Portfolio. The AllianceBernstein Quasar Portfolio's name was changed again on
May 3, 2004 to the AllianceBernstein Small Cap Growth Portfolio. On May 2, 2005,
the AllianceBernstein Premier Growth Portfolio's name was changed to the
AllianceBernstein Large Cap Growth Portfolio, the AllianceBernstein Technology
Portfolio's name was changed to the AllianceBernstein Global Technology
Portfolio and the AllianceBernstein Small Cap Value Portfolio's name was changed
to the AllianceBernstein Small/Mid Cap Value Portfolio. On February 1, 2006, the
AllianceBernstein Total Return Portfolio's name was changed to AllianceBernstein
Balanced Shares Portfolio.

          The Fund's shares have non-cumulative voting rights, which means that
the holders of more than 50% of the shares voting for the election of Directors
can elect 100% of the Directors if they choose to do so, and in such election of
Directors will not be able to elect any person or persons to the Board of
Directors.

          All shares of the Fund when duly issued will be fully paid and
nonassessable. The Board of Directors is authorized to reclassify any unissued
shares into any number of additional series and classes without shareholder
approval. Accordingly, the Board of Directors in the future, for reasons such as
the desire to establish one or more additional Portfolio's with different
investment objectives, policies or restrictions or to establish additional
channels of distribution, may create additional series and classes of shares.
Any issuance of shares of such additional series and classes would be governed
by the 1940 Act and the laws of the State of Maryland.

          If shares of another series were issued in connection with the
creation of the new portfolio, each share of any of the Fund's Portfolios would
normally be entitled to one vote for all purposes. Generally, shares of each
Portfolio would vote as a single series for the election of directors and on any
other matter that affected each Portfolio 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. Moreover, the Class B shares of each Portfolio
will vote separately with respect to matters relating to the 12b-1 Plan(s)
adopted in accordance with Rule 12b-1 under the 1940 Act. Meetings of
shareholders may be called by 10% of the Fund's outstanding shareholders.

          The outstanding voting shares of each outstanding Portfolio of the
Fund as of April [___], 2006 consisted of the following numbers of Class A
common stock and Class B common stock, respectively: AllianceBernstein Money
Market Portfolio, [__________] and [__________]; AllianceBernstein Large Cap
Growth Portfolio, [__________] and [__________]; AllianceBernstein Growth and
Income Portfolio, [__________] and [__________]; AllianceBernstein U.S.
Government/High Grade Securities Portfolio, [__________] and [__________];
AllianceBernstein High Yield Portfolio, [__________] and [__________];
AllianceBernstein Balanced Shares Portfolio, [__________] and [__________];
AllianceBernstein International Research Growth Portfolio, [__________] and
[__________]; AllianceBernstein Global Bond Portfolio, [__________] and
[__________]; AllianceBernstein Americas Government Income Portfolio,
[__________] and[__________]; AllianceBernstein Global Dollar Government
Portfolio, [__________] and [__________]; AllianceBernstein Utility Income
Portfolio, [__________] and [__________]; AllianceBernstein Growth Portfolio,
[__________] and [__________]; AllianceBernstein International Growth Portfolio,
[__________] and [__________]; AllianceBernstein Global Technology Portfolio,
[__________] and [__________]; AllianceBernstein Small Cap Growth Portfolio,
[__________] and [__________]; AllianceBernstein Real Estate Investment
Portfolio, [__________] and [__________]; AllianceBernstein International Value
Portfolio, [__________] and [__________]; AllianceBernstein Small/Mid Cap Value
Portfolio, [__________] and [__________]; AllianceBernstein Value Portfolio,
[__________] and [__________]; AllianceBernstein U.S. Large Cap Blended Style
Portfolio, [__________] and [__________]; AllianceBernstein Wealth Appreciation
Strategy Portfolio, [__________] and [__________]; and AllianceBernstein
Balanced Wealth Strategy Portfolio, [__________] and [__________]. To the
knowledge of the Fund, the following persons owned of record or beneficially 5%
or more of the outstanding Class A shares of the Fund's Portfolios as of April
[_____], 2006.




CLASS A SHARES
--------------

                                                                                    NUMBER OF          % OF
                                                                                    CLASS A            CLASS A
PORTFOLIO                          NAME AND ADDRESS                                 SHARES             SHARES
---------                          ----------------                                 ------             ------
                                                                                              
AllianceBernstein                  AIG Life Insurance Company ("AIG")
Money Market                       Attn: Ed Bacon
                                   600 N. King Street
                                   Wilmington, DE 19801-3722                        [______]           [______]%

                                   American International Life Insurance
                                   Company of New York ("American")
                                   Attn: Ed Bacon
                                   2727 A-Allen Parkway
                                   Houston, TX 77019-2115                           [______]           [______]%

                                   Fortis Benefits ("Fortis")
                                   Attn:  Bruce Fiedler
                                   P.O. Box 64284
                                   St. Paul, MN 55164-0284                          [______]           [______]%

AllianceBernstein Large
Cap Growth                         AIG                                              [______]           [______]%

                                   Keyport Life Insurance Co.                       [______]
                                   ("Keyport")
                                   Attn: James Joseph
                                   P.O. Box 9133
                                   Wellesley Hills, MA 02481-9133                   [______]           [______]%

                                   Merrill Lynch, Pierce, Fenner
                                   & Smith, Inc. ("Merrill Lynch")
                                   For the Sole Benefit of Its Customers            [______]           [______]%

                                   4800 Deer Lake Dr., E.
                                   Jacksonville, FL 32246-6484                      [______]           [______]%

                                   Allmerica Financial Life Insurance &
                                   Annuity Company ("Allmerica")
                                   440 Lincoln Street
                                   Worcester, MA  01653-0002                        [______]           [______]%

AllianceBernstein Growth
and Income                         AIG                                              [______]           [______]%

                                   Lincoln Life Variable Annuity
                                   ("Lincoln Life")
                                   Fund Accounting
                                   1300 S. Clinton Street
                                   Fort Wayne, IN 46802-3518                        [______]           [______]%

                                   Merrill Lynch                                    [______]           [______]%

                                   ING Life Insurance and
                                   Annuity Company ("ING")
                                   151 Farmington Avenue
                                   Hartford, CT 06156-0001                          [______]           [______]%

AllianceBernstein U.S.
Government/High Grade
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein High Yield                                                        [______]
                                   AIG                                                                 [______]%

                                   American                                         [______]           [______]%

AllianceBernstein Balanced
Shares
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein International
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein Global Bond
                                   AIG                                              [______]           [______]%

                                   National Union Fire
                                   Insurance Company of
                                   Pittsburg PA
                                   Attn:  Bill Tucker
                                   80 Pine Street Fl. 39
                                   New York, NY 10005-1704                          [______]           [______]%

                                   Keyport                                          [______]           [______]%

AllianceBernstein Americas
Government Income
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein Global Dollar
Government
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein
Utility Income                     AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

                                   Great West Life & Annuity
                                   Insurance Company ("Great West")
                                   8515 E. Orchard Road
                                   Greenwood Village, CO  80111-5002                [______]           [______]%

AllianceBernstein Growth
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein International
Growth
                                   AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

AllianceBernstein Global
Technology                         AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

                                   Lincoln Life                                     [______]           [______]%

                                   Merrill Lynch                                    [______]           [______]%

AllianceBernstein Small Cap
Growth                             AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

                                   ING                                              [______]           [______]%

AllianceBernstein
Real Estate                        AIG                                              [______]           [______]%

                                   American                                         [______]           [______]%

                                   MetLife Investors
                                   Variable Annuity
                                   Account One ("MetLife - Account One")
                                   Attn: Shar Nevenhoven
                                   4700 Westown Parkway
                                   Suite 200
                                   West Des Moines, IA 50266-6737                   [______]           [______]%

                                   Great West                                       [______]           [______]%

AllianceBernstein
International Value                AIG

                                   Nationwide Insurance Co. ("Nationwide")
                                   C/O IPO Portfolio Accounting
                                   P.O. Box 182029
                                   Columbus, OH 43218-2029                          [______]           [______]%

AllianceBernstein
Small/Mid Cap Value                Lincoln Life                                     [______]           [______]%

                                   AIG                                              [______]          [______]%

AllianceBernstein
Value                              AllianceBernstein L.P.
                                   ("AllianceBernstein")
                                   Attn:  Controller
                                   1345 Avenue of the Americas
                                   New York, NY  10105-0302                         [______]           [______]%

AllianceBernstein U.S. Large Cap
Blended Style
                                   AllianceBernstein                                [______]           [______]%

AllianceBernstein Wealth
Appreciation Strategy              AllianceBernstein                                [______]           [______]%

AllianceBernstein Balanced
Wealth Strategy                    AllianceBernstein                                [______]           [______]%

CLASS B SHARES
--------------

                                                                                    NUMBER OF            % OF
                                                                                    CLASS B              CLASS B
PORTFOLIO                           NAME AND ADDRESS                                SHARES               SHARES
---------                           ----------------                                --------             ------

Alliance Bernstein
Money Market                        American                                        [______]           [______]%

                                    AIG                                             [______]           [______]%

                                    Anchor National Life Insurance Co.
                                    ("Anchor National")
                                    P.O. Box 54299
                                    Los Angeles, CA  90054-0299                     [______]           [______]%

AllianceBernstein Large
Cap Growth                          AIG                                             [______]           [______]%

                                    Transamerica Life Ins. &
                                    Annuity Co. ("Transamerica")
                                    4333 Edgewood Road NE
                                    Cedar Rapids, IA  52499-0001                    [______]           [______]%

                                    Allmerica                                       [______]           [______]%

                                    Travelers Insurance Company
                                    ("Travelers Insurance")
                                    1 Tower Square
                                    Attn:  Shareholder Accounting
                                    Hartford, CT  06183-0001                        [______]           [______]%

                                    Allstate Life Insurance Company
                                    ("Allstate")
                                    300 N. Milwaukee Avenue
                                    Vernon Hills, IL 60061-1533                     [______]           [______]%

                                    Lincoln Life                                    [______]           [______]%


                                    GE Life and Annuity
                                    Assurance Company ("GE Life")
                                    6610 W. Broad St.
                                    Richmond, VA  23230-1702                        [______]           [______]%

AllianceBernstein Growth and
Income                              Lincoln Life                                    [______]           [______]%

                                    Allmerica                                       [______]           [______]%

                                    AIG                                             [______]           [______]%

                                    IDS Life Insurance Corporation ("IDS")
                                    1438 AXP Financial Ctr.
                                    Minneapolis, MN  55474-0014                     [______]           [______]%

                                     GE Life                                        [______]           [______]%

                                    Allstate                                        [______]           [______]%

                                    Travelers Insurance                             [______]           [______]%

                                    TransAmerica                                    [______]           [______]%

AllianceBernstein U.S.
Government/High Grade               AIG                                             [______]           [______]%

                                    Anchor National                                 [______]           [______]%

                                    American Enterprise Life
                                    Insurance Co.
                                    ("American  Enterprise")
                                    Minneapolis, MN  55474                          [______]           [______]%

AllianceBernstein High Yield        Anchor National                                 [______]           [______]%

AllianceBernstein Balanced Shares
                                    Anchor National                                 [______]           [______]%

AllianceBernstein
International                       Keyport                                         [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein Global Bond
                                    Keyport                                         [______]           [______]%

                                    Hartford Life Separate Account
                                    200 Hopmeadow Street
                                    PO Box 2999
                                    Hartford, CT  06104-2999                        [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein Americas
Government Income                   Anchor National                                 [______]           [______]%

AllianceBernstein Global Dollar
Government                          Anchor National                                 [______]           [______]%

AllianceBernstein Utility Income    Anchor National                                 [______]           [______]%

AllianceBernstein Growth            AIG                                             [______]           [______]%

                                    Lincoln Life                                    [______]           [______]%

                                    Allstate                                        [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein International
Growth                              Keyport                                         [______]           [______]%

                                    SunLife Financial Futurity Retirement
                                    Products & Services ("SunLife")
                                    P.O. Box 9134
                                    Wellesley Hills, MA 02481-9134                  [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein Global
Technology                          AIG                                             [______]           [______]%

                                    Keyport                                         [______]           [______]%

                                    Lincoln Life                                    [______]           [______]%

                                    Allmerica                                       [______]           [______]%

AllianceBernstein Small Cap Growth
                                    GE Life                                         [______]           [______]%

                                    SunLife                                         [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein Real Estate
Investment                          Metlife - Account One                           [______]           [______]%

                                    Metlife Investors Variable Annuity -
                                    Account Five
                                    Attn: Stacie Gannon
                                    P.O. Box 295
                                    West Des Moines, IA 50301-0295                  [______]           [______]%

                                    Anchor National                                 [______]           [______]%

                                    Guardian Ins & Annuity Co. Inc.
                                    ("Guardian")
                                    3900 Burgess Place
                                    Bethlehem, PA  18017-9097                       [______]           [______]%

AllianceBernstein International
Value                               Anchor National                                 [______]           [______]%

                                    IDS                                             [______]           [______]%

                                    American Enterprise                             [______]           [______]%

AllianceBernstein Small/Mid
Cap Value                           Lincoln Life                                    [______]           [______]%

                                    Allstate                                        [______]           [______]%

                                    Allmerica                                       [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein Value             Anchor National

                                    ING USA Annuity and Life
                                    Insurance Company
                                    1475 Dunwoody Drive
                                    West Chester, PA 19380-1478                     [______]           [______]%

                                    AIG                                             [______]           [______]%

                                    Allmerica                                       [______]           [______]%

                                    Guardian                                        [______]           [______]%

AllianceBernstein U.S. Large Cap
Blended Style                       AIG                                             [______]           [______]%

                                    Anchor National                                 [______]           [______]%

AllianceBernstein Wealth
Appreciation Strategy               Anchor National                                 [______]           [______]%

AllianceBernstein Balanced Wealth
Strategy                            Anchor National                                 [______]           [______]%



CODE OF ETHICS AND PROXY VOTING POLICIES AND PROCEDURES

          The Fund, the Adviser and the Principal Underwriter 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 C.


          Information regarding how the Portfolios voted proxies related to
portfolio securities during the most recent 12-month period ended June 30, is
available (1) without charge, upon request, by calling (800) 227-4618; or on or
through the Fund's website at www.AllianceBernstein.com; or both; and (2) on the
Commission's website at www.sec.gov.

CUSTODIAN

          State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, Massachusetts 02110, acts as custodian for the securities and
cash of the Fund but plays no part in deciding the purchase or sale of portfolio
securities. Subject to the supervision of the Fund's Directors, State Street may
enter into sub-custodial agreements for the holding of the Fund's foreign
securities.

PRINCIPAL UNDERWRITER

          AllianceBernstein Investments, Inc., 1345 Avenue of the Americas, New
York, New York 10105, serves as the Fund's Principal Underwriter.

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, New
York.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

          Ernst & Young LLP, 5 Times Square, New York, New York, 10036, has been
appointed as the independent registered public accounting firm for the Fund.



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

                       FINANCIAL STATEMENTS AND REPORT OF
                 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

          The financial statements of AllianceBernstein Variable Products Series
Fund, Inc. for the fiscal year ended December 31, 2004 and the report of Ernst &
Young LLP, the independent registered public accounting firm, are incorporated
herein by reference to the Fund's annual report. The annual report was filed
with the Commission on Form N-CSR on March[_____], 2006. It is available without
charge upon request by calling ABIS at (800) 227-4618.



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

                                   APPENDIX A:

                 DESCRIPTION OF OBLIGATIONS ISSUED OR GUARANTEED
                BY U.S. GOVERNMENT AGENCIES OR INSTRUMENTALITIES

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

          FEDERAL FARM CREDIT SYSTEM NOTES AND BONDS--are bonds issued by a
cooperatively owned nationwide system of banks and associations supervised by
the Farm Credit Administration, an independent agency of the U.S. Government.
These bonds are not guaranteed by the U.S. Government.

          MARITIME ADMINISTRATION BONDS--are bonds issued and provided by the
Department of Transportation of the U.S. Government and are guaranteed by the
U.S. Government.

          FHA DEBENTURES--are debentures issued by the Federal Housing
Administration of the U.S. Government and are guaranteed by the U.S. Government.

          GNMA CERTIFICATES--are mortgage-backed securities that represent a
partial ownership interest in a pool of mortgage loans issued by lenders such as
mortgage bankers, commercial banks and savings and loan associations. Each
mortgage loan included in the pool is either insured by the Federal Housing
Administration or guaranteed by the Veterans Administration.

          FHLMC BONDS--are bonds issued and guaranteed by the Federal Home Loan
Mortgage Corporation.

          FNMA BONDS--are bonds issued and guaranteed by the Federal National
Mortgage Association.

          FEDERAL HOME LOAN BANK NOTES AND BONDS--are notes and bonds issued by
the Federal Home Loan Bank System and are not guaranteed by the U.S. Government.

          STUDENT LOAN MARKETING ASSOCIATION (SALLIE MAE) NOTES AND BONDS--are
notes and bonds issued by the Student Loan Marketing Association.

          Although this list includes a description of the primary types of U.S.
Government agency or instrumentality obligations in which certain Portfolios of
the Fund intend to invest, Portfolios may invest in obligations of U.S.
Government agencies or instrumentalities other than those listed above.



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

                                   APPENDIX B:

                          ADDITIONAL INFORMATION ABOUT
              THE UNITED KINGDOM, JAPAN, CANADA, MEXICO AND BRAZIL

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

          The information in this section is based on material obtained by the
Fund from various United Kingdom, Japanese, Canadian, Mexican and Argentine
governmental and other sources believed to be accurate but has not been
independently verified by the Fund or the Adviser. It is not intended to be a
complete description of the United Kingdom, Japan, Canada, Mexico or Argentina,
their economies or the consequences of investing in United Kingdom or Japanese
securities, or Canadian Government, Mexican Government or Argentine Government
Securities.

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

                 ADDITIONAL INFORMATION ABOUT THE UNITED KINGDOM

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

          The United Kingdom of Great Britain and Northern Ireland is located
off the continent of Europe in the Atlantic Ocean. Its population is
approximately 60 million.

Government
----------

          The United Kingdom is a constitutional monarchy. Queen Elizabeth II
has been the head of state since she acceded to the throne in 1952. The monarchy
was established in 1066. The monarch's power has eroded over the centuries, but
the monarch retains the power to call and dissolve Parliament, to give assent to
bills passed by Parliament, to appoint the Prime Minister and to sign treaties
or declare war. In practice, most of these acts are performed by government
ministers, and supreme legislative authority now resides in the Parliament.
Parliament, the bicameral legislature, consists of the House of Commons and the
House of Lords. Acts of Parliament passed in 1911 and 1949 limit the powers of
the House of Lords to prevent bills passed by the House of Commons from becoming
law. The main purpose of the House of Lords is now to revise and amend laws
passed by the House of Commons. The future role and composition of the House of
Lords is the subject of a December 1999 report of the Royal Commission on the
Reform of the House of Lords, whose recommendations are under consideration by a
joint committee of the House of Commons and the House of Lords. An initial step
in the reform effort was taken in November 1999, when hereditary peers lost
their right to sit and vote in the House of Lords. No further steps have been
taken in this regard. The national government is headed by the Prime Minister
who is appointed by the monarch on the basis of ability to form a government
with the support of the House of Commons.

Politics
--------

          Since World War II the national government has been formed by either
the Conservative Party or the Labour Party. The Conservative Party under the
leadership of Margaret Thatcher achieved a parliamentary majority and formed a
new government in May 1979. In June 1983 and again in June 1987, the
Conservative Party under her leadership was reelected. The Party pursued
policies of reducing state intervention in the economy, reducing taxes,
de-regulating business and industry and privatizing state- owned enterprises. It
also displayed an antipathy toward the European Union ("EU"). In November 1990,
Mrs. Thatcher faced a challenge for the leadership of the party from Michael
Heseltine, one of her former cabinet ministers. The opposition proposed changes
in policy, including increased government intervention in the economy and a less
confrontational approach toward the European Union. The two wings of the
Conservative Party looked for someone who could unite the Party and elected John
Major as its leader and, by virtue of the Conservative Party majority, to the
post of Prime Minister.

          Mr. Major led the Conservative Party to its fourth successive general
election victory in April 1992, after which time, the popularity of both Mr.
Major and the Conservative Party declined. In April 1995, the Conservative Party
won only 11% of the vote in Scotland local elections, which resulted in
Conservative Party control of only 81 council seats out of 1,161. It won only
25% of the vote in local council elections in England and Wales in May 1995. In
July 1995, Mr. Major won a vote of confidence with his reelection as leader of
the Conservative Party. Despite Mr. Major's strengthened position within the
Conservative Party, the Party continued to suffer setbacks. Within two weeks of
Mr. Major's victory, the Conservative Party lost its fifth by-election since the
general election of 1992. By 1996, his overall majority was reduced to one. In
the next general election, on May 1, 1997, the Labour Party gained a substantial
majority in the House of Commons as Mr. Major and the Conservative Party were
defeated by the Labour Party led by Tony Blair, who subsequently was appointed
Prime Minister. The Labour Party and Tony Blair achieved another victory in the
next general election, which occurred on June 7, 2001. The Labour Party now
holds 408 of the 659 seats in the House of Commons. The 2001 election results
marked the first time in British political history that the Labour Party secured
re-election; it was also the largest majority ever achieved by a governing party
entering its second term. The next general election is required by law to occur
no later than June 2006, but on April 5, 2005, the Prime Minister called for a
general election to be held on May 11, 2005.

Economy
-------

          The United Kingdom's economy is tied with France for the position of
fourth largest economy in the Organization for Economic Cooperation and
Development, behind the United States, Japan and Germany. Its economy maintained
an average annual growth rate of 3.6% in real growth domestic product ("GDP")
terms from 1982 through 1988; and from 1989 through 1993, the United Kingdom's
real GDP annual growth rate was 1.0%. The economy has continued to experience
the moderate growth that began in 1993, after the 1990-1992 recession, the
longest period of expansion since records began. In recent years, real GDP has
grown by 2.9% (1998), 2.9% (1999), 3.9% (2000), 2.3% (2001), 1.8% (2002), 2.2%
(2003) and 3.2% (estimated) (2004).

          Since the early 1990s, the United Kingdom's economy has had moderate
inflation, fluctuating within a narrow range. The inflation rate during 2004 (as
measured by the HPIC , the EU's harmonized index of consumer prices) was an
estimated 1.2%.

          The sluggish growth in the United Kingdom's manufacturing sector since
the 1990-1992 recession continued the trend toward the decreased importance of
manufacturing in the economy. Manufacturing accounted for just 16.2% of GDP in
2003 compared with 36.5% in 1960. As the United Kingdom's manufacturing industry
has declined in importance, the service industry, including financial services,
has increased in importance. The service industries' share of GDP has increased
to almost two-thirds from 45% in 1960.

          Employment has been shifting from manufacturing to the service
industry, a trend expected to continue for the foreseeable future. Overall,
unemployment (as measured by the Labour Force Survey) has continued to fall from
a post-recession high of 10.6% in January 1993 to an average of 4.7% in 2004.

          Foreign trade remains an important part of the United Kingdom's
economy. In 2003, exports of goods and services represented 25.2% of GDP and
imports represented 28.2% of GDP. The United Kingdom has historically been an
exporter of manufactured products and an importer of food and raw materials, but
there is a growing trend toward manufactured goods forming a larger proportion
of imports. The decline of the United Kingdom's manufacturing base has resulted
in the emergence of a deficit on trade in manufactures, previously in surplus,
since the early 1980s. Currently the United Kingdom is a net importer of
foodstuffs and raw materials other than fuels, as well as of clothing and
footwear, electrical machinery and motor vehicles, and a net exporter of
petroleum and petroleum-related products, chemical products, tobacco, beverages
and mechanical machinery. For every year since 1982, the United Kingdom has been
a net importer of goods. The relative importance of the United Kingdom's trading
partners has also shifted, with the EU having become a more significant trading
partner of the United Kingdom. In 2003, the other members of the EU accounted
for 56.0% of all exports and 55.0% of its imports, as compared to 43.3% and
41.3%, respectively, in 1980. In 2003, the United Kingdom's largest trading
partners with respect to exports and imports were the United States and Germany,
respectively.

          Historically, the United Kingdom's current account consisted of
relatively small trade deficits, sometimes outweighed by surpluses on invisibles
(services, interest, dividends, profits and transfers). Since 1980, several
important changes have taken place with regard to the United Kingdom's trading
position. Those include the increased importance to the economy of oil exports
from the North Sea, the change from being a net exporter to a net importer of
goods and the diminishing surpluses from invisibles. These developments led to a
balance of payments deficit, which has continued through 2003 with the exception
of 1997, when the balance of payments moved into surplus.

          The United Kingdom's general government budget balance was well below
the permitted level for countries permitted to participate in the Economic and
Monetary Union ("EMU") beginning in January 1999. Although the United Kingdom
met the EMU's eligibility criteria, the government chose not to participate in
the EMU when it was launched in January 1999. Further, the government announced
that it would not take any action before a referendum was held after the next
general election, which occurred on June 7, 2001. Nonetheless, the government
submitted a report to the European Commission detailing the steps the government
is taking to prepare the United Kingdom for joining the EMU at a later date in
the event it decides to do so. The issue of the United Kingdom's membership in
the EMU has become very contentious in the United Kingdom, however, and the
possibility of a referendum before the next general election has become a remote
one. Not only is there little prospect of the United Kingdom joining the EMU,
Prime Minister Blair unexpectedly announced in April 2004 that any future EU
Constitution would be subject to ratification by British voters. Previously,
Prime Minister Blair had stated that such a referendum would be unnecessary.

          While the United Kingdom's public finances are still among the
strongest in the EU, they have deteriorated over the past several years as
government borrowing has increased to meet rising expenditures. The increased
public expenditures could jeopardize the government's adherence to two
self-imposed rules - that the government should borrow to invest, but not to
fund current spending, and that public sector net debt ("PSND") should not be
more than 40% of GDP. In 2003 the PSND was 39.8% of GDP, which was higher than
in 2002 but still within the targeted limit and the lowest level in the G-7
group or industrialized nations. The Euro area average in 2003 was approximately
75% of GDP. It is anticipated that the government will have to either raise
taxes or reduce planned expenditures in order to abide by the first rule.

Monetary and Banking System
---------------------------

          The central bank of the United Kingdom is the Bank of England. Its
main functions are to advise on the formulation and execution of monetary
policy, to supervise banking operations in the United Kingdom, to manage the
domestic currency, and, as agent for the Government, the country's foreign
exchange reserves. Additionally, shortly after taking office in 1997, Prime
Minister Blair vested responsibility for setting interest rates in a new
Monetary Policy Committee headed by the Bank of England, as opposed to the
Treasury.

          The City of London is one of the world's major financial centers. It
has the greatest concentration of banks and the largest insurance market in the
world. In 2003, approximately 450 foreign banks had a physical presence in
London, more than twice the number in the next-largest international finance
centers, Frankfurt and New York City. It is estimated that United Kingdom
insurers handle approximately 23% of the general insurance business placed in
the international market. Financial and business services currently form
approximately 25.4% of the country's GDP.

          The currency unit of the United Kingdom is the Pound Sterling. As
trade with the EU has grown, the main rate of exchange in the past 20 years has
been that against the Deutsche Mark (and from 1999, the Euro), rather than the
U.S. Dollar. Between 1996 and 2000, the Pound appreciated strongly both against
the U.S. Dollar and the Deutsche Mark/Euro, stabilizing slightly in 2001. Since
the middle of 2000, the Pound has traded in a narrower range against the Euro
than the U.S. Dollar. At the end of 2004, the exchange rate between the U.S.
Dollar and the Pound was 1.92, and the exchange rate between the Euro and the
Pound was 1.42.

          On January 1, 1999 eleven member countries of the EU (Austria,
Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands,
Portugal and Spain) adopted the Euro as their common currency. On January 1,
2001 Greece became the twelfth country to adopt the Euro as its currency. In the
transition period of January 1, 1999 to January 1, 2002, the national currencies
of these participating countries (e.g., the Deutsche Mark and the French Franc)
were subdivisions of the Euro. On January 1, 2002, Euro banknotes and coins were
put into general circulation in the twelve participating countries. As of
February 28, 2002, the old national currencies of all twelve countries were
withdrawn from circulation and the Euro became the exclusive currency in those
countries. The ECU, which was not a true currency in its own right, but rather a
unit of account whose value was tied to its underlying constituent currencies,
ceased to exist as of January 1, 1999, at which time all ECU obligations were
converted into Euro obligations at a 1:1 conversion rate.

The London Stock Exchange
-------------------------

          The London Stock Exchange ("LSE") is both the national stock exchange
for the United Kingdom and the world's leading marketplace for the trading of
international equities. The LSE provides a secondary market for trading in more
than 10,000 securities. It offers markets for domestic securities (securities
issued by companies in the United Kingdom or Ireland), foreign equities, United
Kingdom gilts (securities issued by the national government), bonds or fixed
interest stocks (usually issued by companies or local authorities) and options.
As of December 31, 2004, foreign equities constituted approximately 57% and
United Kingdom equities constituted approximately 43% of the market value of all
LSE listed and quoted equity securities. At the end of 2004, the LSE was the
world's third largest stock exchange in terms of market value, the New York
Stock Exchange being the largest and the Tokyo Stock Exchange being the second
largest.

          The LSE comprises different markets. In addition to the market for
officially-listed securities, the LSE includes a market created in 1995 for
smaller and newer companies known as AIM. As of December 31, 2004, 1,021
companies with an aggregate market value of 31.8 billion Pounds were traded on
AIM. As of December 31, 2004, the market value of the securities traded on AIM
was less than 1% of the market value of the securities officially listed on the
LSE. Another new market, known as techMARK, was launched by the LSE on November
4, 1999 for innovative technology companies. As of December 31, 2004, 168
companies with an aggregate market value of 285.0 billion Pounds were traded on
techMARK.

          The LSE runs markets for trading securities by providing a market
structure, regulating the operation of the markets, supervising the conduct of
member firms dealing in the markets, publishing company news and providing trade
confirmation and settlement services. The domestic market is based on the
competing marketmaker system. The bid and offer prices are distributed digitally
via the Exchange's automated price information system, SEAQ (Stock Exchange
Automated Quotations), which provides widespread dissemination of the securities
prices for the United Kingdom equity market. Throughout the trading day,
marketmakers display their bid (buying) and offer (selling) prices and the
maximum transaction size to which these prices relate. These prices are firm to
other LSE member firms, except that the prices for larger transactions are
negotiable.

          Marketmakers in the international equity market display their quotes
on SEAQ International. The system operates in a manner similar to the domestic
SEAQ, but is divided into 40 separate country sectors, of which 15 are
developing markets sectors.

          On July 7, 1998 the LSE and its German counterpart, the Deutsche
Borse, unexpectedly announced their intention to form a strategic alliance under
which members of one exchange would be members of the other. In September 2000,
just prior to a vote of shareholders and amid growing concerns about regulatory
matters and national and cultural differences, opposition from retail traders
and a hostile bid by a rival exchange, the planned merger was called off. In
January 2005, the Deutsche Borse made a proposed pre-conditional cash offer to
the LSE, which was rejected and subsequently withdrawn. Commenting on the
withdrawal of the offer by the Deutsche Borse, the LSE noted that, while it
believes that the Deutsche Borse offer undervalued the LSE, it remains willing
to discuss a combination with another European stock exchange.

          Sector Analysis of the LSE. The LSE's domestic and foreign securities
include a broad cross-section of companies involved in many different
industries. In 2004, the five largest industry sectors by turnover among
domestic securities were banks with 16.2%, oil and gas with 8.9%,
telecommunications with 7.9%, pharmaceuticals with 7.4% and media/entertainment
with 6.3%. In 2004, the five largest country sectors by market value among
listed and SEAQ International quoted securities were the United States with
22.1% of the aggregate market value of listed and SEAQ International quoted
securities, France with 10.6%, Germany with 9.3%, Japan with 10.4% and Russia
with 8.3%.

          Market Growth of the LSE. LSE market value and the trading volume have
increased dramatically since the end of 1990. In 2004, 882.0 billion domestic
shares and 1,797.3 billion foreign shares were traded as compared with 155.4
billion and 34.8 billion, respectively, in 1990. At the end of 2004, the market
value of listed domestic companies and foreign companies increased to 1,460.7
billion Pounds and 1,971.6 billion Pounds from 450.5 billion Pounds and 1,124.1
billion Pounds, respectively, at the end of 1990.

          Market Performance of the LSE. The FT-SE 100 is an index that consists
of the 100 largest United Kingdom companies. The FT-SE 100 was introduced by the
LSE in cooperation with The Financial Times and the Institute and Faculty of
Actuaries in 1984. As measured by the FT-SE 100, the performance of the 100
largest companies reached a record high of 6930.2 on December 30, 1999. On
December 29, 2000, the FT-SE 100 closed at 6222.5; on December 31, 2001, the
FT-SE 100 closed at 5217.4; on December 31, 2002, the FT-SE 100 closed at
3940.4; on December 31, 2003, the FT-SE 100 closed at 4476.9; and on December
31, 2004, the FT-SE 100 closed at 4814.3.

Regulation of the United Kingdom Financial Services Industry
------------------------------------------------------------

          The principal securities law in the United Kingdom is the Financial
Services Act. The Financial Services Act, which became law in November 1986,
established a new regulatory system for the conduct of investment businesses in
the United Kingdom. Most of the statutory powers under the Act were transferred
to the Securities and Investments Board ("SIB"), a designated agency created for
this purpose. The SIB was given wide-ranging enforcement powers and was made
accountable to Parliament through the Treasury. A system of self regulating
organizations ("SROs"), which regulate their members, was made accountable to
the SIB. There are three SROs covering the financial market, including the
Securities and Futures Authority, which is responsible for overseeing activities
on the LSE. The other SROs are the Investment Management Regulatory Organization
and the Personal Investment Authority. In 1988, it became illegal for any firm
to conduct business without authorization from the SRO responsible for
overseeing its activities. In addition, Recognized Investment Exchanges
("RIEs"), which include the London Stock Exchange of London, the London
International Financial Futures and Options Exchange, the London Commodities
Exchange, the International Petroleum Exchange of London, the London Metal
Exchange and the London Securities and Derivatives Exchange were made
accountable to the SIB. Recognition as an RIE exempts the exchange (but not its
members) from obtaining authorization for actions taken in its capacity as an
RIE. To become an RIE, an exchange must satisfy the SIB that it meets various
prerequisites set out in the Act, including having effective arrangements for
monitoring and enforcing compliance with its rules. Recognized Professional
Bodies ("RPBs") supervise the conduct of lawyers, actuaries, accountants and
some insurance brokers. Together, the SROs, RIEs and RPBs provide the framework
for protection for investors and integrity of the markets.

          On May 20, 1997 the newly installed Labour government announced a
proposed major restructuring of the regulation and supervision of the financial
services industry in the United Kingdom. The main feature of the restructuring
plan was to transfer regulatory authority over banks from the Bank of England to
an expanded SIB, which was named the Financial Services Authority ("FSA"). In
addition, the plan called for the merger of the three SROs into the FSA. The
transfer of banking supervision from the Bank of England to the FSA was formally
implemented on June 1, 1998. The Financial Services and Markets Act, legislation
implementing the proposed consolidation of the SROs into the FSA, became fully
implemented on December 1, 2001. The Labour government has also taken measures
to strengthen corporate governance standards.

          The EU's Investment Services Directive ("ISD") provides the framework
for a single market in financial services in Europe. The ISD allows authorized
firms to provide investment services in other EU member states on a cross-border
basis without the need for separate authorization in the host state. Revisions
to the ISD are currently under consideration.

          Basic restrictions on insider dealing in securities are contained in
the Company Securities Act of 1985. The Financial Services Act provides
guidelines for investigations into insider dealing under the Criminal Justice
Act of 1993 and penalties for any person who fails to cooperate with such an
investigation. In addition, the Financial Services Act introduced new listing
and disclosure requirements for companies.

United Kingdom Foreign Exchange and Investment Controls
-------------------------------------------------------

          The United Kingdom has no exchange or investment controls, and funds
and capital may be moved freely in and out of the country. Exchange controls
were abolished in 1979. As a member of the EU, the United Kingdom applies the
European Union's common external tariff.

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

                       ADDITIONAL INFORMATION ABOUT JAPAN

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

          Japan, located in eastern Asia, consists of four main islands:
Hokkaido, Honshu, Kyushu and Shikoku, and many small islands. Its population is
approximately 127.6 million.

Government
----------

          The government of Japan is a representative democracy whose principal
executive is the Prime Minister. Japan's legislature (known as the Diet)
consists of two houses, the House of Representatives (the lower house) and the
House of Councillors (the upper house).

Politics
--------

          From 1955 to 1993, Japan's government was controlled by the Liberal
Democratic Party (the "LDP"), the major conservative party. Since 1993, Japan's
political scene has been very fluid, with six different governments and ten
prime ministers. Although the LDP has been unable to gain the majority of either
house of the Diet and has therefore had to form coalitions with other parties to
maintain its position of governance, it remains by far Japan's largest party and
continues to dominate Japanese politics. The current Prime Minister is Junichiro
Koizumi, who was elected by the LDP in April 2001 to replace Yoshiro Mori, who
had become one of Japan's most unpopular post-war prime ministers. The LDP
currently governs in a formal coalition with the New Komeito Party. The
coalition currently holds 283 of the 480 seats in the House of Representatives
and 138 of the 242 seats in the House of Councillors. The opposition is
dominated by the new Minshuto Party (Democratic Party of Japan), which was
established in 1998 by various opposition groups and parties. The next election
(House of Councillors) is required by law to occur no later than November 2007.

Economy
-------

          Japan altered its calculation of GDP in November 2000 and restated
historic data accordingly. As restated, Japan's real GDP grew by 1.8% in 1997,
contracted by 1.2% in 1998, grew by 0.2%, 2.1% and 0.6% in 1999, 2000 and 2001,
respectively, contracted by 0.2% in 2002 and grew by 2.5% in 2003. In 2004,
Japan again revised the methodology for calculating GDP growth. The new
methodology is the chain-linking method, which is used by the United Kingdom,
Canada and the United States and is viewed as producing more accurate data. It
is expected that when historic data is revised according to the new methodology,
the annual growth rates, particularly in the last several years, will be lower.
During 2004, using the new methodology, Japan's real GDP grew by 2.6%.
Inflation, as measured by the consumer price index, has remained low - 1.7% in
1997, 0.7% in 1998, -0.3% in 1999, -0.7% in 2000 and 2001, -0.9% in 2002, -0.3%
in 2003 and -0.1% (estimated) in 2004. Unemployment is at its highest level
since the end of World War II, rising to 5.4% in 2002. The unemployment rate in
2003 was 5.3%. In the first three quarters of 2004, the unemployment rate was
5.0%, 4.8% and 4.7%, respectively. Although high for Japan, unemployment remains
low by the standards of many other developed countries.

          Japan's post World War II reliance on heavy industries has shifted to
higher technology products assembly and, most recently, to automobile,
electrical and electronic production. Japan's success in exporting its products
has generated sizable trade surpluses. While the U.S. historically has been
Japan's most important single trading partner, accounting for 24.6% of Japan's
exports and 15.4% of its imports in 2003, other Asian countries have become
important export markets as well, accounting for 32.5% of all exports in 2003.
In 2003, China supplanted the U.S. as the single most important trading partner
of Japan, accounting for 19.7% of Japan's merchandise imports, versus the U.S.,
which accounted for 15.4% of Japan's imports. On the export side, the U.S.
accounted for 24.6% of Japan's exports, versus China, which accounted for 12.2%
of Japan's exports. All Asian nations as a group, including China, accounted for
32.5% of Japan's exports and 31.4% of its imports in 2003.

          Since the early 1980s, Japan's relations with its trading partners
have been difficult, partly due to the concentration of Japanese exports in
products such as automobiles, machine tools and semiconductors and the large
trade surpluses resulting therefrom, and an overall trade imbalance as indicated
by Japan's balance of payments. Japan's overall trade surplus for 1994 was at
the time the largest in its history, amounting to almost US$145 billion.
Although the overall trade surplus subsided for the next several years, it has
been increasing, reaching US$125 billion in 2004. Japan remains the largest
creditor nation and a significant donor of foreign aid.

          Japan's large merchandise trade surpluses with the U.S. have
historically been high and have given rise to numerous incidents of political
conflict between the two countries. Japan's surplus with the U.S. reached US$61
billion in 1999, its highest level since 1987. The bilateral trade surplus rose
further in 2000, before slipping slightly in 2001. It has remained relatively
steady since then. Numerous rounds of bilateral talks occurred in the 1990s to
address the issue. On October 1, 1994, the U.S. and Japan reached an agreement
with respect to trade in insurance, glass and medical and telecommunications
equipment. In June 1995, the two countries agreed in principal to increase
Japanese imports of American automobiles and automotive parts. These and other
agreements, however, were not successful in addressing Japan's trade surplus
with the U.S. Pursuant to the U.S.-Japan Regulatory Reform and Competition
Policy Initiative, which was launched in October 2001 by Prime Minister Koizumi
and U.S. President Bush, the Japanese government has committed itself to
increasing access to Japanese markets by reducing regulatory barriers and
streamlining government practices.

          After achieving one of the world's highest economic growth rates
between the 1960s and 1980s, by the early 1990s the economy had slowed
dramatically when the "bubble economy" collapsed and stock and real estate
prices plummeted. The collapse of asset prices in 1990-97 left Japan with
cumulative losses of nearly US$10 trillion, or roughly the equivalent of two
years of national output. The government produced ten fiscal stimulus packages
in the 1990s worth more than US$1 trillion that contained public works spending
and tax cuts. None of these stimulus packages were successful in stimulating the
economy.

          One of the most serious consequences of the fall in asset prices in
the early 1990s was the pressure placed on Japan's financial institutions, many
of which lent heavily to real-estate developers and construction companies
during the 1980s. The fall in land prices, together with the economic slowdown,
left Japanese banks saddled with a large amount of bad loans. By the end of the
1997/98 fiscal year, the government estimated that the banking system's bad
loans totaled 87.5 trillion Yen (approximately US$600 billion), or 11% of
outstanding bank loans.

          On December 17, 1997, in the wake of the collapse in the previous
month of one of Japan's 20 largest banks, the government announced a proposal to
strengthen the banks by means of an infusion of public funds and other measures.
In addition, the imposition of stricter capital requirements and other
supervisory reforms scheduled to go into effect in April 1998 were postponed.
Subsequent to the December 1997 proposals, the government proposed a series of
additional proposals, culminating, after vigorous political debate, in a set of
laws that was approved by the Diet in October 1998. The new laws made US$508
billion in public funds available to increase the capital of Japan's banks, to
guarantee depositors' accounts and to nationalize the weakest banks. On October
23, 1998, the Long-Term Credit Bank of Japan, Ltd., one of Japan's 19 largest
banks, became the first Japanese bank to be nationalized pursuant to the new
laws. On December 11, 1998, the Nippon Credit Bank, Ltd. became the second
Japanese bank to be nationalized pursuant to the new laws. Since then, four
additional banks have been nationalized. These laws did not achieve their
intended effect, and as a result, the stock of bad debt continued to grow and
the financial system remained in a very fragile state. Shortly after taking
office in April 2001, Prime Minister Koizumi announced the outlines of his
reform agenda. In a departure from previous economic packages, his plan made no
reference to stimulating growth through government spending. Rather, his plan
called for a reduction in public spending and stressed the need to rid Japan's
banks of bad loans before real growth could return, setting a timetable of 2-3
years to solve the problem. The plan called for strengthening the Resolution &
Collection Corporation, which was established by the government to buy up the
bad loans of the banks, and adopting some programs utilized by the U.S. in its
resolution of the savings and loan crisis in the early 1990s, such as
securitizing bad loans.

          As of March 2002, the government estimated the amount of bad debt to
be 43.2 trillion Yen. Private estimates ranged from 100 to 250 trillion Yen, or
nearly 50% of GDP. Renewing its efforts to address the bad loan problem, the
government announced in July 2002 its intention to accelerate the disposal of
bad debt and, in a surprise move in September 2002, the government announced
that it would buy back the stock of the largest of the country's troubled banks
in order to infuse them with sufficient cash to rid themselves of the bad loans.

          In May 2003, Japan's fifth largest banking group, Resona Holdings,
following a stiff audit by its accountants, announced that it was insufficiently
capitalized and requested a fresh injection of public funds. Resona's
announcement was a surprise, given that only months before the group had been
well over the minimum capital threshold. The government responded quickly with
emergency loans and promised that all deposits would be protected, thus averting
a potential crisis. Nevertheless, the failure of Resona demonstrated the
continuing fragility of Japan's financial system. It also may have indicated a
growing aggressiveness on the part of Japan's bank auditors, whose practices had
previously been viewed as lax.

          The condition of Japan's financial system has begun to improve, with
the amount of nonperforming loans markedly decreasing, particularly with respect
to the largest banks. The government has estimated that at the end of September
2004, the total amount of bad debt was 12 trillion Yen, down by 10% from the end
of March 2004. In addition to the measures undertaken by the government, a
modest economic recovery in Japan has contributed to improving conditions in the
financial system. Despite the signs of improvement, problems still exist.

          One of the unique features of Japan's financial system is the US$3
trillion government-run postal savings system. It is currently estimated that
one-third of Japan's household deposits are in the postal savings system. There
are several reasons for this, including the erosion of confidence in the
private-sector banking system, full government deposit insurance and higher
interest rates. It has been one of Prime Minister Koizumi's chief goals to
privatize the system. To that end, the government recently approved a plan that
would achieve that goal over a ten-year period. The plan is subject to approval
by the legislature.

          In November 1996, then Prime Minister Hashimoto announced a set of
initiatives to deregulate the financial sector by the year 2001. Known as
"Tokyo's Big Bang," the reforms include changes in tax laws to favor investors,
the lowering of barriers between banking, securities and insurance, abolition of
foreign exchange restrictions and other measures designed to revive Tokyo's
status in the international capital markets and to stimulate the economy. The
Big Bang was formally launched in April 1998. Some of the measures that have
already been implemented include a liberalization of foreign exchange
restrictions, a repeal of the ban on holding companies, allowing banks to sell
mutual funds and to issue bonds, the elimination of restrictions on the range of
activities permitted for securities subsidiaries and trust banking subsidiaries
and the elimination of fixed brokerage commissions on all stock trades. The
remaining reform measures, which include the entry of banks and trust banks into
the insurance business through subsidiaries, have not yet been implemented.
While in the long term the Big Bang is viewed as a positive step for Japan, in
the current economic climate it is viewed as putting additional stress on weaker
institutions.

          Between 1985 and 1995, the Japanese Yen generally appreciated against
the U.S. Dollar. Between 1990 and 1994 the Yen's real effective exchange rate
appreciated by approximately 36%. On April 19, 1995, the Japanese Yen reached an
all time high of 79.75 against the U.S. Dollar. After its peak of April 19,
1995, the Yen generally decreased in value against the U.S. Dollar until
mid-1998, when the Japanese Yen began to appreciate again against the U.S.
Dollar, reaching a 43-month high against the U.S. Dollar in September 1999. This
precipitated a series of interventions in the currency market by the Bank of
Japan that slowed the appreciation of the Japanese Yen against the U.S. Dollar.
Although the Yen's appreciation continued to slow on balance in 2001, the
Japanese Yen began to gain ground against the U.S. Dollar in mid-2001 amid
growing concern about the U.S. economy and Japan's own uncertain economic
prospects. Prime Minister Koizumi recently underscored his government's
determination to stop the Yen's appreciation, intervening in the currency market
several times in the wake of the September 11, 2001 terrorist attacks. The
average Yen-Dollar exchange rates in 2000, 2001, 2002, 2003 and 2004 were 107.8,
121.6, 125.22, 115.97 and 108.5, respectively.

Japanese Stock Exchanges
------------------------

          Currently, there are eight stock exchanges in Japan. The Tokyo Stock
Exchange (the "TSE"), the Osaka Securities Exchange and the Nagoya Stock
Exchange are the largest, together accounting for approximately 99.9% of the
share trading volume and for about 99.9% of the overall trading value of all
shares traded on Japanese stock exchanges during 2003. The other stock exchanges
are located in Kyoto, Hiroshima, Fukuoka, Niigata and Sapporo. The chart below
presents annual share trading volume (in millions of shares) and annual trading
value (in billions of Yen) information with respect to each of the three major
Japanese stock exchanges for the years 1994 through 2003. Trading volume and the
value of foreign stocks are not included.



                    ALL EXCHANGES                 TOKYO                    OSAKA                    NAGOYA
                 VOLUME       VALUE       VOLUME        VALUE      VOLUME         VALUE      VOLUME       VALUE
                 ------       -----       ------        -----      ------         -----      ------       -----
                                                                                    
2003              331,731      255,324     316,124      242,371     14,794        12,356        708         535
2002              224,567      209,229     213,173      193,354     10,403        14,727        847       1,065
2001              217,893      225,239     204,037      202,262     12,377        20,779      1,402       6,113
2000              196,087      290,325     174,159      248,662     17,267        34,669      4,575       6,876
1999              175,445      210,236     155,163      185,541     14,972        22,105      4,934       2,371
1998              139,757      124,102     123,198       97,392     12,836        20,532      3,367       5,986
1997              130,657      151,445     107,566      108,500     15,407        27,024      6,098      12,758
1996              126,496      136,170     101,170      101,893     20,783        27,280      4,104       5,391
1995              120,149      115,840      92,034       83,564     21,094        24,719      5,060       5,462
1994              105,937      114,622      84,514       87,356     14,904        19,349      4,720       5,780

Source:    The Tokyo Stock Exchange Fact Books (1995-2004).



The Tokyo Stock Exchange
------------------------

          Overview of the TSE. The TSE is the largest of the Japanese stock
exchanges and as such is widely regarded as the principal securities exchange
for all of Japan. During 2003, the TSE accounted for 94.9% of the market value
and 95.3% of the share trading volume on all Japanese stock exchanges. A foreign
stock section on the TSE, consisting of shares of non-Japanese companies, listed
32 (out of 2,206 total companies listed on the TSE) non-Japanese companies at
the end of 2003. The market for stock of Japanese issuers on the TSE is divided
into a First Section and a Second Section. The First Section is generally for
larger, established companies (in existence for five years or more) that meet
listing criteria relating to the size and business condition of the issuing
company, the liquidity of its securities and other factors pertinent to investor
protection. The TSE's Second Section is for smaller companies and newly listed
issuers.

          The TSE, which was founded in 1949, has undertaken several new
initiatives in recent years. In November 1999, for example, the TSE established
MOTHERS (Market for the High-Growth and Emerging Stocks), a new market designed
to foster the growth of emerging companies. In addition, on October 17, 2000,
the TSE announced plans to form an alliance with the Chicago Mercantile
Exchange, the TSE's most concrete global alliance to date. Although the TSE has
entered into agreements with other exchanges, including the New York Stock
Exchange, they are for the most part limited to information sharing
arrangements. Additionally, the TSE is participating in multilateral discussions
to explore the possibility of a Global Equity Market. Other participants include
the New York Stock Exchange, the Toronto Stock Exchange, the Bolsa Mexicana de
Valores and the Hong Kong Exchanges.

          Market Growth of the TSE. The First and Second Sections of the TSE
grew in terms of both average daily trading value and aggregate year-end market
value from 1982, when they were l28,320 million Yen and 98,090 billion Yen,
respectively, through the end of 1989, when they were 1,335,810 million Yen and
611,152 billion Yen, respectively. Following the peak in 1989, both average
daily trading value and aggregate year-end market value declined through 1992
when they were 243,362 million Yen and 289,483 billion Yen, respectively. In
1993 and 1994, both average daily trading value and aggregate year-end market
value increased and were 353,208 and 353,666 million Yen, respectively, and
324,357 and 358,392 billion Yen, respectively. In 1995, average daily trading
value decreased to 335,598 million Yen and aggregate year-end market value
increased to 365,716 billion Yen. In 1996, average daily trading value increased
to 412,521 million Yen and aggregate year-end market value decreased to 347,578
billion Yen. In 1997, average daily trading value increased to 442,858 million
Yen and aggregate year-end market value decreased to 280,930 billion Yen. In
1998, average daily trading value decreased to 394.3 billion Yen and aggregate
year-end market value decreased to 275,181 billion Yen. In 1999, the average
daily trading value increased to 757.3 billion Yen and aggregate year-end market
value in 1999 increased to 456,840 billion Yen. In 2000, the average daily
trading value increased to 1,002.7 billion Yen and aggregate year-end market
value in 2000 decreased to 360,554 billion Yen. In 2001, the average daily
trading value decreased to 822.2 billion Yen and aggregate year-end market value
in 2001 decreased to 296,789 billion Yen. In 2002, the average daily trading
value decreased to 785 billion Yen and aggregate year-end market value decreased
to 247,860 billion Yen. In 2003, the average daily trading value increased to
989 billion Yen and aggregate year-end market value increased to 316,483 billion
Yen.

          Market Performance of the First Section. As measured by the TOPIX, a
capitalization-weighted composite index of all common stocks listed in the First
Section, the performance of the First Section reached a peak of 2,884.80 on
December 18, 1989. Thereafter, the TOPIX declined approximately 45% through
December 29, 1995. On December 30, 1996 the TOPIX closed at 1,470.94, down
approximately 7% from the end of 1995. On December 30, 1997, the TOPIX closed at
1,175.03, down approximately 20% from the end of 1996. On December 30, 1998 the
TOPIX closed at 1086.99, down approximately 7% from the end of 1997. On December
31, 1999 the TOPIX closed at 1722.20, up approximately 58% from the end of 1998.
On December 29, 2000 the TOPIX closed at 1283.67, down approximately 25% from
the end of 1999. On December 28, 2001, the TOPIX closed at 1032.14, down
approximately 20% from the beginning of 2001. On December 31, 2002, the TOPIX
closed at 843.29, down approximately 18% from the end of 2001 and down
approximately 70% from its all-time high in 1989. On December 31, 2003, the
TOPIX closed at 1,043.69, up approximately 24% from the end of 2002 and down
approximately 64% from its all-time high in 1989. On December 31, 2004, the
TOPIX closed at 1,149.63, up approximately 10% from the end of 2003 and down
approximately 60% from its all-time high in 1989.

Japanese Foreign Exchange Controls
----------------------------------

          Under Japan's Foreign Exchange and Foreign Trade Control Law and
cabinet orders and ministerial ordinances thereunder (the "Foreign Exchange
Controls"), prior notification to the Minister of Finance of Japan (the
"Minister of Finance") of the acquisition of shares in a Japanese company from a
resident of Japan (including a corporation) by a non-resident of Japan
(including a corporation) is required unless the acquisition is made from or
through a securities company designated by the Minister of Finance or if the Yen
equivalent of the aggregate purchase price of shares is not more than 100
million Yen. Even in these situations, if a foreign investor intends to acquire
shares of a Japanese corporation listed on a Japanese stock exchange or traded
on a Japanese over-the-counter market (regardless of the person from or through
whom the foreign investor acquires such shares) and as a result of the
acquisition the foreign investor would directly or indirectly hold 10% or more
of the total outstanding shares of that corporation, the foreign investor must
file a report within 15 days from the day of such acquisition with the Minister
of Finance and any other minister with proper jurisdiction. In instances where
the acquisition concerns national security or meets certain other conditions
specified in the Foreign Exchange Controls, the foreign investor must file a
prior notification with respect to the proposed acquisition with the Minister of
Finance and any other minister with proper jurisdiction. The ministers may make
a recommendation to modify or prohibit the proposed acquisition if they consider
that the acquisition would impair the safety and maintenance of public order in
Japan or harmfully influence the smooth operation of the Japanese economy. If
the foreign investor does not accept the recommendation, the ministers may issue
an order modifying or prohibiting the acquisition. In certain limited and
exceptional circumstances, the Foreign Exchange Controls give the Minister of
Finance the power to require prior approval for any acquisition of shares in a
Japanese company by a non-resident of Japan.

          In general, the acquisition of shares by non-resident shareholders by
way of stock splits, as well as the acquisition of shares of a Japanese company
listed on a Japanese stock exchange by non-residents upon exercise of warrants
or conversion of convertible bonds, are not subject to any of the foregoing
notification or reporting requirements. Under the Foreign Exchange Controls,
dividends paid on shares, held by non-residents of Japan and the proceeds of any
sales of shares within Japan may, in general, be converted into any foreign
currency and remitted abroad.

          Certain provisions of the Foreign Exchange Controls were repealed or
liberalized beginning in April 1998, pursuant to the revised Foreign Exchange
and Foreign Trade Law, which was approved in May 1997 as part of the plan to
implement the Big Bang. Under the new law, Japanese citizens are permitted to
open bank accounts abroad and companies are now permitted to trade foreign
currencies without prior government approval. Additionally, the foreign exchange
bank system, which required that all foreign exchange transactions be conducted
through specially designated institutions, has been eliminated.

Regulation of the Japanese Equity Markets
-----------------------------------------

          The principal securities law in Japan is the Securities and Exchange
Law ("SEL") which provides overall regulation for the issuance of securities in
public offerings and private placements and for secondary market trading. The
SEL was amended in 1988 in order to liberalize the securities market; to
regulate the securities futures, index, and option trade; to add disclosure
regulations; and to reinforce the prevention of insider trading. Insider trading
provisions are applicable to debt and equity securities listed on a Japanese
stock exchange and to unlisted debt and equity securities issued by a Japanese
corporation that has securities listed on a Japanese stock exchange or
registered with the Securities Dealers Association (the "SDA"). In addition,
each of the six stock exchanges in Japan has its own constitution, regulations
governing the sale and purchase of securities and standing rules for exchange
contracts for the purchase and sale of securities on the exchange, as well as
detailed rules and regulations covering a variety of matters, including rules
and standards for listing and delisting of securities.

          The loss compensation incidents involving preferential treatment of
certain customers by certain Japanese securities companies, which came to light
in 1991, provided the impetus for amendments to the SEL, which took effect in
1992, as well as two reform bills passed by the Diet in 1992. The amended SEL
now prohibits securities companies from operating discretionary accounts,
compensating losses or providing artificial gains in securities transactions,
directly or indirectly, to their customers and making offers or agreements with
respect thereto. Despite these amendments, there have been certain incidents
involving loss compensation. To ensure that securities are traded at their fair
value, the SDA and the TSE promulgated certain rules, effective in 1992, which,
among other things, explicitly prohibit any transaction undertaken with the
intent to provide loss compensation of illegal gains regardless of whether the
transaction otherwise technically complies with the rules. The reform bill
passed by the Diet, which took effect in 1992 and 1993, provides for the
establishment of a new Japanese securities regulator and for a variety of
reforms designed to revitalize the Japanese financial and capital markets by
permitting banks and securities companies to compete in each other's field of
business, subject to various regulations and restrictions.

          Further reforms in the regulation of the securities markets are
anticipated over the next several years as the Big Bang is implemented.

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

                       ADDITIONAL INFORMATION ABOUT CANADA

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

Territory and Population
------------------------

          Canada is the second largest country in the world in terms of land
mass with an area of 9.09 million square kilometers (3.51 million square miles).
It is located north of the continental United States of America and east of
Alaska. Canada comprises ten provinces (Alberta, British Columbia, Manitoba, New
Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island, Quebec and
Saskatchewan) and three territories (the Northwest Territories, the Nunavut
Territory and the Yukon Territory). Its population is approximately 31 million.

Government
----------

          Canada is a constitutional monarchy with Queen Elizabeth II of the
United Kingdom its nominal head of state. The Queen is represented by the
Canadian governor-general, appointed on the recommendation of the Canadian prime
minister. Canada's government has a federal structure, with a federal government
and ten provincial governments. The legislative branch consists of a House of
Commons (parliament) and the Senate. Members of the House of Commons are elected
by Canadian citizens over 18 years of age. Senators are appointed on a regional
basis by the Prime Minister. The federal government is headed by the Prime
Minister who is chosen from the party that has won the majority of seats in the
House of Commons. The provincial governments each have a Legislative Assembly
and a Premier. The prime minister has the privilege of appointing all judges
except those of the provincial courts.

          Provinces have extensive power within specific areas of jurisdiction.
The federal government has defined areas of jurisdiction and the power to act in
areas declared by the House of Commons to be for the general advantage of
Canada. This general power has been used to justify federal action in certain
areas of provincial jurisdiction. Concurrent federal and provincial jurisdiction
exists in certain matters, including agriculture, immigration and pensions. The
power-sharing issue between the federal government and provincial governments
has been contentious and has proven to be a central issue in the process of
constitutional reform.

Politics
--------

          Since World War II, the federal government has been formed by either
the Liberal Party or the Progressive Conservative Party. In October 1993, the
Liberal Party, under the leadership of Mr. Jean Chretien, won 178 of the 295
seats in the Canadian House of Commons, ending nine years of rule by the
Progressive Conservative Party. The Liberal Party was re-elected for a second
term in the June 2, 1997 general election, but lost 20 seats in the House of
Commons. A new political party, the Canadian Reform Conservative Alliance (the
"Canadian Alliance") was formed in March 2000 to launch a more credible
challenge to the Liberal Party. In the general election held on November 27,
2000, however, the Liberal Party won a third-straight parliamentary majority and
gained 17 seats in the House of Commons. Subsequent to the 2000 election, the
Liberal Party suffered several setbacks that damaged its credibility. These
included allegations of cronyism and corruption, surprising by-election losses
in May 2002 and internal challenges for party leadership. In August 2002, Mr.
Chretien announced that he would not seek a fourth term as Prime Minister and
would leave office in February 2004. Although these events have to some extent
reinvigorated the opposition, the opposition remains fractured and unable to
capitalize on the situation. On November 14, 2003, at the 2003 Leadership and
Biennial Convention, the Liberal Party chose Paul Martin, the former Finance
Minister, to succeed Mr. Chretien. The next general election, which was required
to occur by November 2005, took place on June 28, 2004. The Liberal Party won,
but failed to attain a majority in the House of Commons, having won only 135
seats, well short of the 155 seats needed for a majority. The next general
election is required to occur by June 2009.

          Canada has had three major developments regarding unity and
constitutional reform in recent years. The first two major developments were the
rejection of the Meech Lake Agreement in 1990 and the Charlottetown Accord in
1992. Those reforms would have given Quebec constitutional recognition as a
distinct society, transferred powers from the federal to the provincial
governments and reformed the Senate by providing for more equal representation
among the provinces.

          The third major development is the continuing possibility of Quebec's
independence. Upon gaining power in 1994, the Quebec separatist party, Parti
Quebecois ("PQ"), called for a referendum supporting independence. On October
30, 1995, the referendum was defeated in a close ballot, in which 50.6% voted
against secession and 49.4% voted for secession. If the referendum had been
approved, Quebec would have become a separate country, but would have retained
formal political and economic links with Canada similar to those that join
members of the European Union. The PQ, under the leadership of Lucien Bouchard,
was re-elected in the provincial election held on November 30, 1998, winning 75
of the 125 seats. However, the party's share of the popular vote dropped 2% from
the 1994 election to 43%. The Parti Liberal won 48 seats. Mr. Bouchard,
acknowledging that he had failed to rekindle the fervor for secession, resigned
his post in January 2001. It is unclear whether Mr. Bouchard's successor,
Bernard Landry, will hold a second referendum. The PQ previously indicated it
would do so if it were re-elected, but only if the referendum would stand a
strong chance of success. Given current opinion polls, it is believed unlikely
that a referendum would have a strong chance of success. Recent polls indicate
that support for secession stands at about 40%. Furthermore, the PQ fared poorly
in the June 2002 provincial elections. In August 1998, Canada's Supreme Court
rendered a unanimous opinion in a legal action initiated by the federal
government to determine the legality of Quebec's secession. While the Court
ruled that Quebec has no right to unilaterally leave the Canadian federation,
the court also indicated that the federal government would have to negotiate a
separation if a clear majority of Quebec voters vote for it. Legislation to
establish the negotiating terms for Quebec's secession was approved in March
2000. The so-called "clarity bill" requires the support of a "clear majority" of
Quebec's residents before such negotiations could occur. Although it is expected
that Quebec's position within Canada will continue to be a matter of political
debate, the separatist movement is considered to be dormant at this time.
Nonetheless, the Bloc Quebecois ("BQ"), a separatist party that is allied with
the PQ, won more than two-thirds of the seats in Quebec in the June 2004
national elections. Although the leader of the BQ stressed that Quebec
sovereignty was not the main issue, the leader of the PQ said that a vote for
the BQ would give a boost to the separatist movement.

Monetary and Banking System
---------------------------

          The central bank of Canada is the Bank of Canada. Its main functions
are conducting monetary policy, supervising commercial banks, acting as a fiscal
agent to the federal government and managing the foreign exchange fund. The
currency unit of Canada is the Canadian Dollar. Canada does not impose foreign
exchange controls on capital receipts or payments by residents or non-residents.

Trade
-----

          Canada and the United States are each other's largest trading partners
and as a result there is a significant linkage between the two economies.
Bilateral trade between Canada and the United States in 1997 was larger than
between any other two countries in the world. The North American Free Trade
Agreement ("NAFTA") took effect on December 30, 1993. In July 1997 a free-trade
accord between Canada and Chile also took effect. Similar trade liberalization
accords were signed with Israel (1997) and Costa Rica (2001). Talks with Brazil
and Argentina are also under way for similar bilateral trade agreements that are
expected eventually to fall under the umbrella of a new form of NAFTA. When
fully implemented, NAFTA is designed to create a free trade area in North
America, expand the flow of goods, services and investment, and eventually
eliminate tariff barriers, import quotas and technical barriers among Canada,
the United States, Mexico and future parties to NAFTA. At the April 1998 Summit
of the Americas, a forum of democratically elected leaders of 34 nations across
the Americas (including Canada) organized to discuss economic, social and
political matters of common interest, an agreement was signed to begin trade
negotiations toward the creation of a free trade area across the Western
Hemisphere, known as the Free Trade Area of the Americas ("FTAA"). A subsequent
Summit of the Americas took place in April 2001 and resulted in a commitment by
the participating heads of state to negotiate the establishment of the FTAA by
2005. Ministerial negotiations have continued on a regular basis ever since
2001.

          Given the relatively small size of Canada's domestic market, the trade
sector has always been an important factor in the growth of the Canadian
economy. In 2003, 38%of Canada's output was exported, down from 41% the previous
year. The United States is by far Canada's largest trading partner. Since the
1980s Canada has recorded growing merchandise trade surpluses with the United
States. A significant contributor to Canada's export growth in recent years has
been the telecommunications and computer machinery sector. Energy exports have
surged as well. Canada's overall trade surplus in 2003 was US$41.5 billion,
compared to US$36.5 billion in 2002.

Economic Information Regarding Canada
-------------------------------------

          Canada experienced rapid economic expansion during most of the 1980s.
In the early 1990s, however, the economy experienced a deep recession. This
resulted from, among other things, high government debt and high interest rates.
The relatively low level of economic activity during this period reduced the
growth of tax receipts with the result that the already high levels of
government debt increased.

          The deterioration in the government's fiscal position, which started
during the recession in the early 1990s, was aggravated by a reluctance to
decrease expenditures or increase taxes. In its 1995 budget, however, the
Liberal Party introduced new spending cuts, the largest in over thirty years, to
reduce Canada's budget deficit. For the fiscal years 1994-95, 1995-96 and
1996-97, the budget deficit was approximately 5%, 4.2% and 1.1%, respectively,
of gross domestic product ("GDP"). On October 24, 1998, the government announced
that there was a budget surplus of C$3.5 billion for the 1997-98 fiscal year,
the first time in 28 years the government had recorded a budget surplus. Seven
consecutive years of budget surpluses thereafter have allowed the government to
repay over C$60 billion of its outstanding debt, reducing the ratio of federal
debt to GDP to an estimated 41.1% at the end of the 2003-04 fiscal year, the
lowest in the Group of Seven industrialized countries (Canada, France, Germany,
Italy, Japan, the U.S. and the U.K.) compared to 70.9% in 1996. Although the
recent slowdown in economic growth and other factors have caused the government
to be less aggressive in its debt reduction policy in the last couple of years,
it is still a high priority and the government projects budget surpluses to
2010. In light of Canada's healthy fiscal position, Moody's announced in May
2002 that it was restoring Canada's triple-A credit rating, which it had lost in
1994.

          In addition to the growth of the federal government deficit,
provincial government debt rose rapidly in the early 1990s. Several
developments, including increased spending on social services at the provincial
level, were responsible for a significant amount of the growth of public debt
from 1990 through 1992. In response to the increase in provincial debt, a number
of rating agencies downgraded certain provincial debt ratings. All provinces
undertook plans to balance their respective budgets. As a result, the financial
position of the provincial governments improved markedly through 2001. More
recently, however, all provinces except Alberta have had difficulty achieving
balanced budgets. One of the difficulties facing the provincial governments has
been the practice of the federal government of shifting a number of
responsibilities, particularly those associated with social welfare, down to the
provincial level. At the same time, some provincial governments have shifted
some of their financial responsibilities to municipal governments, resulting in
fiscal pressures on many Canadian cities, which generally do not have the kind
of taxing authority that U.S. cities have.

          Prior to 2001, Canada's real GDP growth was expressed in constant 1992
prices. In 2001, Statistics Canada rebased the measure to chained 1997 prices.
Using the new measure, Canada's real GDP growth rate was 4.1%, 5.5%, 5.2%, 1.8%,
3.4% and 2.0% in 1998, 1999, 2000, 2001, 2002 and 2003, respectively. Canada's
real GDP growth rate in 2004 is estimated to have been 2.7%. The recent growth
of the economy has been broadly based, unlike earlier periods of recovery, when
it was attributable almost entirely to a growth in exports.

          During 1994, despite growing output and low inflation, concern over
the country's deficit and the uncertainty associated with Quebec's status within
Canada led to a weakening of its currency and higher interest rates. On January
20, 1995, the exchange rate for the Canadian Dollar fell to .702 against the
U.S. Dollar, which at that time represented a nine-year low and was close to its
then record low of .692. The Bank of Canada responded by increasing rates on
Treasury bills and selling U.S. Dollars. Between January 20, 1995 and September
30, 1997, the Canadian Dollar increased in value from .702 to .724 against the
U.S. Dollar. The renewed strength of the Canadian Dollar during this period
facilitated the easing of monetary policy. Subsequently, however, the Canadian
Dollar depreciated, reaching a record low of .633 against the U.S. Dollar on
August 27, 1998. In 1998, 1999, 2000, 2001, 2002, 2003 and 2004, the average
exchange rate between the Canadian Dollar and the U.S. Dollar was .674, .673,
..673, .646, .637, .714 and .768, respectively. In June 1997, with a real GDP
growth rate of 4% annualized during the first two quarters of 1997 and signs of
weakness in the Canadian Dollar, the Bank of Canada decided to raise its Bank
Rate (then the Bank of Canada's official rate) for the first time since 1995, by
25 basis points to 3.5%. The Bank Rate has been raised and lowered numerous
times since then in response to economic developments. In 2001, concerns about
the extent of the slowing U.S. economy and its impact on North American equity
markets resulted in the lowering of the Bank Rate on several occasions,
eventually to 2.00% on January 15, 2002, the lowest level in 40 years. On April
6, 2005, the Target for the Overnight Rate, which is the midpoint of the Bank of
Canada's operating band for overnight financing and currently the Bank of
Canada's official rate, stood at 2.50%.

          The following provides certain statistical and related information
regarding historical rates of exchange between the U.S. Dollar and the Canadian
Dollar, information concerning inflation rates, historical information regarding
the Canadian GDP and information concerning yields on certain Canadian
Government Securities. Historical statistical information is not necessarily
indicative of future developments.

          CURRENCY EXCHANGE RATES. The exchange rate between the U.S. Dollar and
the Canadian Dollar is at any moment related to the supply of and demand for the
two currencies, and changes in the rate result over time from the interaction of
many factors directly or indirectly affecting economic conditions in the United
States and Canada, including economic and political developments in other
countries and government policy and intervention in the money markets.

          The range of fluctuation in the U.S. Dollar/Canadian Dollar exchange
rate has been narrower than the range of fluctuation between the U.S. Dollar and
most other major currencies. However, the range that has occurred in the past is
not necessarily indicative of future fluctuations in that rate. Future rates of
exchange cannot be predicted, particularly over extended periods of time.

          The following table sets forth, for each year indicated, the annual
average of the daily noon buying rates in New York for cable transfers in New
York City in U.S. Dollars for one Canadian Dollar as certified for customs
purposes by the Federal Reserve Bank of New York:

                                                                      Buying
                                                                     Rate in
                                                                   U.S. Dollars
                                                                   ------------

          1994..................................................       0.73
          1995..................................................       0.73
          1996..................................................       0.73
          1997..................................................       0.72
          1998..................................................       0.67
          1999..................................................       0.67
          2000..................................................       0.67
          2001..................................................       0.65
          2002..................................................       0.64
          2003..................................................       0.71
          2004..................................................       0.77

Source:  Federal Reserve Statistical Releases.

          INFLATION RATE OF THE CANADIAN CONSUMER PRICE INDEX. Since 1991, when
the Canadian government adopted inflation control targets, inflation in Canada
has been maintained within the targeted range of 1% to 3%. The following table
sets forth for each year indicated the average change in the Canadian consumer
price index for the twelve months ended December 31 for the years 1994 through
2004.

                                                              National Consumer
                                                                 Price Index
                                                                 -----------

          1994..................................................     0.2
          1995..................................................     2.2
          1996..................................................     1.6
          1997..................................................     1.6
          1998..................................................     0.9
          1999..................................................     1.7
          2000..................................................     2.7
          2001..................................................     2.5
          2002..................................................     2.2
          2003..................................................     2.8
          2004..................................................     1.9

Source:  Statistics Canada; Bank of Canada Weekly Statistics.

          CANADIAN GROSS DOMESTIC PRODUCT. The following table sets forth
Canada's GDP for the years 1997 through 2004, at current and chained 1997
prices.
                                                                   Change from
                  Gross                   Gross Domestic           Prior Year
                  Domestic                Product at Chained       at Chained
                  Product                 1997 Prices              1997 Prices
                  -------                 -----------              -----------
                (millions of Canadian Dollars)                        (%)

1997                 877,900                885,022                   4.2
1998                 915,000                918,900                   4.1
1999                 982,400                969,800                   5.5
2000               1,076,577              1,020,488                   5.2
2001               1,108,200              1,038,844                   1.8
2002               1,157,968              1,074,620                   3.4
2003               1,218,772              1,096,359                   2.0
2004               1,293,289              1,126,625                   2.7

Source:    Statistics Canada.

          YIELDS ON CANADIAN GOVERNMENT TREASURY BILLS AND BONDS. The following
table sets forth the yields on 3-month and 6-month Government of Canada Treasury
bills and 5-year and 10-year Canada Benchmark Bonds from January 2000 through
December 2004.

                            Treasury Bills                 Benchmark Bonds
2000                  3 Months       6 Months         5 Years       10 Years
----                  --------       --------         -------       --------

January                 5.08            5.39             6.38            6.44
February                5.05            5.42             6.29            6.19
March                   5.28            5.56             6.13            6.03
April                   5.45            5.74             6.17            6.10
May                     5.75            6.01             6.17            6.00
June                    5.55            5.84             6.04            5.93
July                    5.63            5.82             6.00            5.86
August                  5.62            5.77             5.92            5.77
September               5.56            5.72             5.76            5.75
October                 5.62            5.74             5.75            5.72
November                5.74            5.88             5.59            5.54
December                5.56            5.58             5.30            5.35

                            Treasury Bills                 Benchmark Bonds
2001                  3 Months       6 Months         5 Years       10 Years
----                  --------       --------         -------       --------

January                 5.14            5.05             5.14            5.39
February                4.80            4.74             5.09            5.36
March                   4.60            4.58             5.03            5.41
April                   4.41            4.36             5.23            5.66
May                     4.40            4.45             5.61            5.96
June                    4.24            4.29             5.39            5.73
July                    4.03            4.06             5.36            5.76
August                  3.81            3.84             4.93            5.36
September               3.05            2.96             4.62            5.32
October                 2.34            2.26             4.08            4.86
November                2.07            2.13             4.68            5.36
December                1.95            1.95             4.69            5.44

                            Treasury Bills                 Benchmark Bonds
2002                  3 Months       6 Months         5 Years       10 Years
----                  --------       --------         -------       --------

January                 1.96            2.11             4.71            5.42
February                2.05            2.19             4.58            5.31
March                   2.30            2.68             5.28            5.79
April                   2.37            2.68             5.05            5.64
May                     2.60            2.87             4.90            5.49
June                    2.70            2.87             4.67            5.37
July                    2.81            2.90             4.30            5.23
August                  2.96            3.08             4.49            5.14
September               2.83            2.93             4.20            4.92
October                 2.73            2.81             4.34            5.16
November                2.70            2.78             4.28            5.09
December                2.68            2.78             4.17            4.96


                            Treasury Bills                 Benchmark Bonds
2003                  3 Months       6 Months         5 Years       10 Years
----                  --------       --------         -------       --------

January                 2.83            2.99             4.27            5.02
February                2.88            3.06             4.18            4.93
March                   3.14            3.34             4.47            5.13
April                   3.19            3.32             4.18            4.90
May                     3.16            3.18             3.72            4.50
June                    3.07            2.99             3.55            4.37
July                    2.81            2.72             3.76            4.78
August                  2.71            2.76             3.97            4.96
September               2.58            2.57             3.86            4.64
October                 2.64            2.63             4.07            4.85
November                2.70            2.74             4.15            4.88
December                2.64            2.64             4.00            4.73


                            Treasury Bills                 Benchmark Bonds
2004                  3 Months       6 Months         5 Years       10 Years
----                  --------       --------         -------       --------

January                 2.25            2.27             3.71            4.61
February                2.13            2.14             3.47            4.41
March                   1.98            1.95             3.35            4.33
April                   1.95            2.02             3.81            4.71
May                     1.98            2.11             3.96            4.77
June                    2.01            2.14             4.07            4.83
July                    2.08            2.27             4.07            4.82
August                  2.13            2.35             3.83            4.68
September               2.45            2.60             4.00            4.58
October                 2.57            2.68             3.94            4.52
November                2.63            2.73             3.85            4.44
December                2.47            2.58             3.74            4.39

Source: Bank of Canada.

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

             ADDITIONAL INFORMATION ABOUT THE UNITED MEXICAN STATES

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

Territory and Population
------------------------

          The United Mexican States ("Mexico") occupies a territory of
approximately 1.97 million square kilometers (759 thousand square miles). To the
north, Mexico shares a border with the United States of America, and to the
south it has borders with Guatemala and Belize. Its coastline is along both the
Gulf of Mexico and the Pacific Ocean. Mexico comprises 31 states and a Federal
District (Mexico City). It is the third most populous nation in Latin America,
with an estimated population of 104.8 million, as reported by the Consejo
Nacional de Poblacion (Conapo).

          Mexico's three largest cities are Mexico City, Guadalajara and
Monterrey, which in 1997 together accounted for 25% of the country's population
and 2% of the land. In the 1980s, Government efforts concerning family planning
and birth control, together with declining birth rates among women under 35 and
those living in urban areas, have resulted in a reduction of the annual
population growth rate from 3% in the early 1970s to 1.5% in the late 1990s. The
growth rate in 2004 was 1.1%.

Government
----------

          The present form of government was established by the Constitution,
which took effect on May 1, 1917. The Constitution establishes Mexico as a
Federal Republic and provides for the separation of the executive, legislative
and judicial branches. The President and the members of Congress are elected by
popular vote of Mexican citizens over 18 years of age.

          Executive authority is vested in the President, who is elected for a
single six-year term. The executive branch consists of 17 ministries, the office
of the Federal Attorney General, the Federal District Department and the office
of the Attorney General of the Federal District.

          Federal Legislative authority is vested in the Congress, which is
composed of the Senate and the Chamber of Deputies. Senators serve a six-year
term. Deputies serve a three-year term, and neither Senators nor Deputies may
serve consecutive terms in the same Chamber. The Senate has 128 members, four
from each state and four from the Federal District. The Chamber of Deputies has
500 members, of whom 300 are elected by direct vote from the electoral districts
and 200 are elected by a system of proportional representation. The Constitution
provides that the President may veto bills and that Congress may override such
vetoes with a two-thirds majority of each Chamber.

          Federal judicial authority is vested in the Supreme Court of Justice,
the Circuit and District courts, and the Federal Judicial Board. The Supreme
Court has 11 members who are selected by the Senate from a pool of candidates
nominated by the President. Its members serve for 15 year terms, except for the
current members of the Court, whose appointments range from eight to 20 years.

          Mexico has diplomatic relations with 184 countries. It is a charter
member of the United Nations and a founding member of the Organization of
American States, the International Monetary Fund (the "IMF"), the World Bank,
the International Finance Corporation, the Inter-American Development Bank and
the European Bank for Reconstruction and Development. Mexico became a member of
the Organization for Economic Cooperation and Development (the "OECD") on April
14, 1994 and the World Trade Organization ("WTO") on January 1, 1995 (the date
on which the WTO superseded the General Agreement on Trade and Tariffs
("GATT")).

Politics
--------

          Until the July 2, 2000 elections, the Partido Revolucionario
Institucional ("PRI") had long been the dominant political party in Mexico,
although its dominance had been weakened in recent years. Between 1929 and 2000
the PRI won all presidential elections and, until the 1997 Congressional
elections, held a majority in Congress. Until 1989 it had also won all of the
state governorships. The two other major parties in Mexico are the Partido
Accion Nacional ("PAN") and the Partido de la Revolucion Democratica ("PRD").

          On July 2, 2000, elections were held to select a new President of
Mexico for a six-year term beginning on December 1, 2000. In addition, elections
were held for three-quarters of the Senate and the entire Chamber of Deputies.
The candidate of the PAN, Vicente Fox Quesada, won the Presidential election
with 42.5% of the votes, the candidate of the PRI was second with 36.1% of the
votes and the candidate of the Alianza por Mexico, a five-party coalition headed
by the PRD, was third with 16.6% of the votes. With respect to the Congressional
elections, no party achieved a majority. The position of the PAN was further
eroded by the results of the July 2003 congressional elections, but, again, no
party achieved a simple majority of the 500 seats in the Chamber of Deputies.
The PAN lost 55 seats and now holds 151 seats; the PRI gained 11 seats and now
holds 224 seats. The next general elections are scheduled to occur in July 2006
(presidential and congressional).

          The July 2, 2000 elections represented not only the end of the PRI's
seven-decade domination of Mexico's politics. They also marked the first
elections in Mexico's history that have been widely viewed both inside and
outside Mexico to have been conducted democratically, in accordance with
electoral reforms adopted in 1996, when certain constitutional amendments, which
had been agreed to by the President and the leaders of the four major political
parties represented in Congress, were approved. The amendments, among other
things, exclude the President from the Federal Electoral Institute, an
autonomous agency charged with organizing elections; eliminate the Electoral
Committee of the Chamber of Deputies, which had been responsible for determining
the validity of presidential elections; impose limits on expenditures on
political campaigns and controls on the source of and uses of funds contributed
to a political party; grant voting rights to Mexican citizens residing abroad;
reduce from 315 to 300 the maximum number of congressional representatives who
may belong to a single party, and establish an electoral procedure intended to
result in a more proportional representation in the Senate. The Mexican Supreme
Court is empowered to determine the constitutionality of electoral laws and the
Mexican Federal Electoral Court, which had been part of the executive branch, is
now part of the judicial branch.

          At the beginning of 1994, armed insurgents attacked (and in some cases
temporarily seized control of) several villages in the southern state of
Chiapas. While the government responded by providing support to the local
authorities and publicly offering to negotiate a peaceful resolution that would
address the underlying concerns of the local population, the conflict remained a
source of debate and uncertainty for the remainder of the year. For the next two
years, there were sporadic, unsuccessful negotiations with the insurgents, but
incidents of civil unrest continued and negotiations collapsed altogether in
September 1996, resulting in an uneasy standoff between the insurgents and the
government in Chiapas ever since. Following the defeat of the PRI in both the
July 2000 presidential elections and the August 2000 gubernatorial elections in
Chiapas, there was renewed hope that the negotiations could be resumed. Among
President Fox's first actions after taking office on December 1, 2000 was
sending a bill to Congress that would have amended the constitution to provide
indigenous people more autonomy in their government. Congress approved the bill
in April 2001, but it was rejected by the insurgents, who accused President Fox
and Congress of betraying them by watering down the reform. Communications with
government peace negotiators were subsequently abandoned.

          In addition to the civil unrest in Chiapas, other developments have
contributed to disillusionment among the electorate with the institutions of
government. These events include the 1994 assassinations of Luis Donaldo Colosio
and Jose Francisco Ruiz Massieu, both high-ranking PRI officials. Links between
Mexico's drug cartels and high government and military officials have also been
discovered. These links could jeopardize Mexico's status as an ally of the U.S.
in the war against narcotics smuggling. While Mexico is currently certified by
the President of the United States as an ally, there is no assurance that the
certification will be maintained. A loss of certification could result in the
termination of U.S. economic assistance to Mexico.

          Shortly after his electoral victory on July 2, 2000, President Fox
announced the creation of the National Transparency Commission to investigate
unsolved major crimes and to examine the misdeeds of previous governments.
President Fox also announced other initiatives to reform the government's law
enforcement and judicial functions. With no one party holding a majority in the
legislature, however, it has not been easy for President Fox to advance his
reform agenda. Violent crime, particularly kidnapping, has been on the rise. In
the past four years there have been over 2,300 kidnappings. Although the
government has made commitments to improve public security, the public remains
unconvinced by the government's efforts. A recent poll indicates that 75% of the
population feels that the government is not fulfilling its promises.

Money and Banking
-----------------

          Banco de Mexico, chartered in 1925, is the central bank of Mexico. It
is the federal government's primary authority for the execution of monetary
policy and the regulation of currency and credit. It is authorized by law to
regulate interest rates payable on time deposits, to establish minimum reserve
requirements for credit institutions and to provide discount facilities for
certain types of bank loans. The currency unit of Mexico is the Peso. Mexico
repealed its exchange control rules in 1991 and now maintains only a market
exchange rate.

          New laws relating to Banco de Mexico's activities and role within the
Mexican economy became effective on April 1, 1994. The purpose of the new laws
was to reinforce the independence of Banco de Mexico, so that it can act as a
counterbalance to the executive and legislative branches in monetary policy
matters. The new laws significantly strengthened Banco de Mexico's authority
with respect to monetary policy, foreign exchange and related activities and the
regulation of the financial services industry.

          Since Mexico's commercial banks were privatized in the early 1990s,
the banking industry has experienced a significant amount of non-performing
loans. In February 1996, the ratio of bad debts to the banking system's total
loan portfolio reached a high of 19.2% from 8.3% at the end of 1994. In 1995,
the government began a series of programs to address the problem and to avoid a
systemic banking collapse. These programs have included subsidies to certain
debtors and taking over bad debts. At the end of 1999, the liabilities absorbed
by the government under the Fondo Bancario de Proteccion al Ahorro ("Fobaproa"),
the program designed to take over the bad debts of Mexico's banks, totalled $89
billion, equivalent to 18.3% of Mexico's GDP. At the end of 2003 these
liabilities were equivalent to 12.1% of Mexico's GDP. The overall cost of the
government's programs to aid the banking sector has been estimated at $100
billion. The government has also instituted new rules, which became effective,
on a phased-in basis, in January 2000, to shore up the capital of Mexico's
banks; these rules became fully implemented in 2003. Additionally, deposit
insurance will gradually be reduced beginning in 2005. By the end of 2002, none
of the 18 banks privatized in the early 1990s remained in the hands of their
original owners, and all of the banks that had been taken over and operated
under the supervision of the government had been sold or liquidated. By the end
of 2003, the past-due loans ratio had been reduced to 3.2%, compared with 4.6%
at the end of 2002. The banking sector is considered to have largely recovered
from the financial crisis of the 1990s. Lending has expanded and profits have
increased. Foreign banks continue to strengthen their presence in Mexico.

Trade
-----

          Mexico became a member of the GATT in 1986 and has been a member of
the WTO since January 1, 1995, the date on which the WTO superseded the GATT.
Mexico has also entered into NAFTA with the United States and Canada. In
addition, Mexico signed an agreement providing for a framework for a free trade
agreement in 1992 with Costa Rica, El Salvador, Guatemala, Honduras and
Nicaragua as a step toward establishing a free-trade area. Mexico entered into
definitive free trade agreements with Costa Rica in April 1994 and Nicaragua in
December 1997. A free trade agreement between Mexico and Chile went into effect
on January 1, 1992. A free trade agreement with Colombia and Venezuela was
signed in June 1994 and a similar agreement with Bolivia was signed in September
1994; both agreements entered into force in January 1995. In addition, Mexico
and the European Union signed an agreement in March 2000 that will end all
tariffs on their bilateral trade in industrial goods by 2007. In May 2000,
Mexico signed an agreement with Guatemala, Honduras and El Salvador, and in
November 2000 an agreement with members of the European Free Trade Area
(Iceland, Lichtenstein, Norway and Sweden) was signed. Mexico now has free trade
agreements with over 30 nations. The government estimated that at the end of
2001, 90% of Mexico's exports had the benefit of some sort of preferential
treatment. Mexico is also in negotiations with Belize, Panama, Ecuador,
Trinidad, Tobago and Peru and is taking steps to increase trade with Japan and
other Pacific Rim countries. President Fox has also expressed interest in
reaching agreement with Mercosur (the southern customs union comprising
Argentina, Brazil, Paraguay and Uruguay) but similar efforts have failed in the
past due in part to conflicts between Mexico and Brazil. Nonetheless, in
November 2003, a free trade agreement between Mexico and Uruguay was officially
signed by President Fox and his Uruguayan counterpart. The agreement, which
requires congressional ratification by both countries, establishes free trade on
all manufactured goods except footwear and some textiles, and provides for
mutual protection and promotion of investment. In September 2004, Mexico signed
a free-trade agreement with Japan, which contemplates that trade between the two
countries will be totally free in 20 years. The car and steel industries,
however, will remain protected.

          In connection with the implementation of NAFTA, amendments to several
laws relating to financial services (including the Banking Law and the
Securities Market Law) became effective on January 1, 1994. These measures
permit non-Mexican financial groups and financial intermediaries, through
Mexican subsidiaries, to engage in various activities in the Mexican financial
system, including banking and securities activities. In December 1998, Mexico
lifted all remaining restrictions on foreign ownership of its largest banks,
which had been excluded from the liberalization measures that became effective
in 1994. As of September 2003, foreign-controlled institutions held 81.7% of the
assets and 81.9% of the liabilities in Mexico's banking system.

Economic Information Regarding Mexico
-------------------------------------

          During the period from World War II through the mid-1970s, Mexico
experienced sustained economic growth. During the mid 1970s, Mexico experienced
high inflation and, as a result, the government embarked on a high-growth
strategy based on oil exports and external borrowing. The steep decline in oil
prices in 1981 and 1982, together with high international interest rates and the
credit markets' unwillingness to refinance maturing external Mexican credits,
led in 1982 to record inflation, successive devaluations of the peso by almost
500% in total, a pubic sector deficit of 16.9% of GDP and, in August 1982, a
liquidity crisis that precipitated subsequent restructurings of a large portion
of the country's external debt. Through much of the 1980s, the Mexican economy
continued to experience high inflation and large foreign indebtedness. In
February 1990, Mexico became the first Latin American country to reach an
agreement with external creditor banks and multi-national agencies under the
U.S. Treasury's approach to debt reduction known as the "Brady Plan."

          The value of the Mexican Peso has been central to the performance of
the Mexican economy. In 1989, the government implemented a devaluation schedule,
pursuant to which the intended annual rate of devaluation was gradually lowered
from 16.7% in 1989 to 11.4% in 1990, 4.5% in 1991 and 2.4% in 1992. From October
1992 through December 20, 1994, the Mexican Peso/U.S. Dollar exchange rate was
allowed to fluctuate within a band that widened daily. The ceiling of the band,
which was the maximum selling rate, depreciated at a daily rate of 0.0004 Pesos
(equal to approximately 4.5% per year), while the floor of the band, i.e., the
minimum buying rate, remained fixed. Banco de Mexico agreed to intervene in the
foreign exchange market to the extent that the Mexican Peso/U.S. Dollar exchange
rate reached either the floor or the ceiling of the band.

          Beginning on January 1, 1994, volatility in the Mexican Peso/U.S.
Dollar exchange rate began to increase, with the value of the Peso relative to
the Dollar declining at one point to an exchange rate of 3.375 Mexican Pesos to
the U.S. Dollar, a decline of approximately 8.69% from the high of 3.1050 pesos
reached in early February 1994. This increased volatility was attributed to a
number of political and economic factors, including a growing current account
deficit, the relative overvaluation of the Peso, investor reactions to the
increase in U.S. interest rates, lower than expected economic growth in Mexico
in 1993, uncertainty concerning the Mexican presidential elections in August
1994 and certain related developments.

          On December 20, 1994, increased pressure on the Mexican Peso/U.S.
Dollar exchange rate led Mexico to increase the ceiling of the Banco de Mexico
intervention band. That action proved insufficient to address the concerns of
foreign investors, and the demand for foreign currency continued. On December
22, the government adopted a free exchange rate policy, eliminating the
intervention band and allowing the Peso to float freely against the Dollar. The
value of the Mexican Peso continued to weaken relative to the U.S. Dollar in the
following days. There was substantial volatility in the Mexican Peso/U.S. Dollar
exchange rate during the first quarter of 1995, with the exchange rate falling
to a low point of 7.588 Mexican Pesos to the U.S. Dollar on March 13, 1995. By
the end of April and through September 1995, the exchange rate began to
stabilize; however, the exchange rate began to show signs of renewed volatility
in October and November 1995. The Mexican Peso/U.S. Dollar exchange rate fell to
a low for the year of 8.14 Mexican Pesos to the U.S. Dollar on November 13,
1995.

          In order to address the adverse economic situation that developed at
the end of 1994, the government announced in January 1995 a new economic program
and a new accord among the government and the business and labor sectors of the
economy, which, together with a subsequent program announced in March 1995 and
the international support package described below, formed the basis of Mexico's
1995 economic plan (the "1995 Economic Plan"). The objectives of the 1995
Economic Plan were to stabilize the financial markets, lay the foundation for a
return to lower inflation rates over the medium-term, preserve Mexico's
international competitiveness, maintain the solvency of the banking system and
attempt to reassure long-term investors of the strong underlying fundamentals of
the Mexican economy.

          In addition to the actions described above, in the beginning of 1995,
the government engaged in a series of discussions with the IMF, the World Bank,
the Inter-American Development Bank and the U.S. and Canadian governments in
order to obtain the international financial support necessary to relieve
Mexico's liquidity crisis and aid in restoring financial stability to Mexico's
economy. The proceeds of the loans and other financial support were used to
refinance public sector short-term debt, primarily Tesobonos, to restore the
country's international reserves and to support the banking sector. In a series
of repayments and prepayments beginning in October 1995 and ending in January
1997, Mexico repaid all of its borrowings under the agreements.

          Using resources made available through the international support
package as well as operations by Banco de Mexico, in 1995 Mexico altered its
debt profile significantly. The outstanding balance of Tesobonos was gradually
reduced and by February 1996 there were none outstanding. The 1995 Economic
Plan, together with other reforms implemented by the Mexico Government since
1995, have enabled the Mexican economy to recover from the economic crisis
experienced by Mexico in late 1994 and 1995.

          On May 30, 2001, the government announced the National Development
Plan, whose objectives are to maintain sound public finance policies designed to
achieve Mexico's development goals; design public policies with the objective of
promoting dynamic economic development; create political, economic and social
conditions that promote national development processes; better integrate Mexico
into the international markets; remove legal and structural barriers to
development in order to encourage creative processes in the promotion of
economic development; and encourage innovation in all areas of national life,
including scientific, legal, economic, social, educational and administrative.

          On June 11, 2002, the government announced the Development Financing
Program 2002-2006 ("PRONAFIDE 2002-2006"). The goals of the PRONAFIDE 2002-2006
are to generate the resources needed to finance social programs contemplated by
the National Development Plan; increase the rate of economic growth; generate
jobs consistent with population dynamics; and consolidate a stable macroeconomic
environment.

          Notwithstanding these initiatives, significant new investment in
infrastructure, industrial and agricultural modernization, training and
environmental protection will be required for continued growth and development.
The Mexican economy is also likely to continue to be subject to the effects of
adverse domestic and external factors such as declines in foreign direct and
portfolio investment, high interest rates and low oil prices, which may lead to
volatility in the foreign exchange and financial markets and may affect Mexico's
ability to service its foreign debt.

          The effects of the devaluation of the Mexican Peso, as well as the
government's response to that and related events, were apparent in the
performance of the Mexican economy during 1995 and 1996. Mexico's trade deficit
decreased during 1995, the value of imports decreasing by 8.7% between 1994 and
1995, to $72.5 billion in 1995. Although the value of imports in 1996 increased
approximately 23.4% from 1995, to $89.5 billion, exports increased by almost the
same amount. During 1995, Mexico registered a $7.089 billion trade surplus, its
first annual trade surplus since 1989. Mexico continued to register a trade
surplus in 1996 and 1997 but the surplus decreased by approximately 7.9% to
$6.531 billion in 1996 and 90% to $624 million in 1997. Mexico registered a $7.9
billion deficit in its trade balance in 1998, a $5.6 billion deficit in 1999, an
$8.1 billion deficit in 2000, a $10 billion deficit in 2001, a $7.9 billion
deficit in 2002 and a $5.6 billion deficit in 2003. During 1996 and 1997,
Mexico's current account balance registered a deficit of $2.3 billion and $7.4
billion, respectively, as compared with a deficit of $1.6 billion in 1995.
Mexico's current account balance registered deficits of $16.1 billion, $14.01
billion, $18.2 billion, $18.0 billion and $14.0 billion in 1998, 1999, 2000,
2001 and 2002, respectively. During 2003, Mexico's current account balance
registered an estimated deficit of $8.9 billion.

          On December 31, 2004, Mexico's international reserves amounted to
$61.5 billion, compared to $57.4 billion at December 31, 2003, $48.0 billion at
December 31, 2002, $44.7 billion at December 31, 2001, $33.6 billion at December
31, 2000, $30.7 billion at December 31, 1999, $30.1 billion on December 31,
1998, $28 billion on December 31, 1997, $17.5 billion at December 31, 1996,
$15.7 billion at December 31, 1995 and $6.1 billion at December 31, 1994.

          During 1995 real GDP decreased by 6.2%, as compared with an increase
of 4.5% during 1994. This downward trend continued into the first quarter of
1996, but turned around in the second quarter of 1996. The real GDP continued to
grow until 2001, resulting in an overall GDP growth rate of 5.1% for 1996, 6.8%
for 1997, 4.9% for 1998, 3.8% for 1999 and 6.6% for 2000. For 2001, Mexico's
real GDP contracted by 0.1%. During 2002 and 2003, Mexico's real GDP grew by
0.7% and 1.3%, respectively. During the first six months of 2004, Mexico's real
GDP grew by 3.9%, compared to the same period in 2003.

          Although the Mexican economy has stabilized since 1994, continuing
recovery will require economic and fiscal discipline as well as stable political
and social conditions. There can be no assurance that the government's
initiatives will be successful or that President Fox and succeeding
administrations will continue those initiatives. Reflecting Mexico's
strengthened economy, S&P upgraded Mexico's sovereign debt rating on February 7,
2002, to investment grade. Fitch and Moody's took similar actions on January 22,
2002, and March 7, 2000, respectively.

Statistical and Related Information Concerning Mexico
-----------------------------------------------------

          The following provides certain statistical and related information
regarding historical rates of exchange between the U.S. Dollar and the Mexican
Peso, information concerning inflation rates, historical information regarding
the Mexican GDP and information concerning interest rates on certain Mexican
Government Securities. Historical information is not necessarily indicative of
future fluctuations or exchange rates. In 1982, Mexico imposed strict foreign
exchange controls which shortly thereafter were relaxed and were eliminated in
1991.

          CURRENCY EXCHANGE RATES. There is no assurance that future regulatory
actions in Mexico will not affect the Fund's ability to obtain U.S. Dollars in
exchange for Mexican Pesos.

          The following table sets forth the exchange rates of the Mexican Peso
to the U.S. Dollar announced by Banco de Mexico for the payment of obligations
denominated in dollars and payable in Mexican Pesos within Mexico with respect
to each year from 1994 to 2004.

                                                    End of
                                                    Period             Average
                                                    ------             -------

          1994                                       5.325             3.375
          1995                                       7.643             6.419
          1996                                       7.851             7.599
          1997                                       8.083             7.918
          1998                                       9.865             9.136
          1999                                       9.514             9.556
          2000                                       9.572             9.456
          2001                                       9.268             9.337
          2002                                      10.439             9.416
          2003                                      11.202            10.791
          2004                                      11.154            11.290

Source:  Banco de Mexico.

          INFLATION AND CONSUMER PRICES. Through much of the 1980s, the Mexican
economy continued to be affected by high inflation, low growth and high levels
of domestic and foreign indebtedness. The annual inflation rate, as measured by
the consumer price index, rose from 28.7% in December 1981 to 159.2% in December
1987. In December 1987, the Mexican government agreed with labor and business to
curb the economy's inflationary pressures by freezing wages and prices (the
"1987 accord"). The 1987 accord included the implementation of restrictive
fiscal and monetary policies, the elimination of trade barriers and the
reduction of import tariffs. After substantive increases in public sector prices
and utility rates, price controls were introduced.

          The 1987 accord was succeeded by a series of additional accords, each
of which continued to stress the moderation of inflation, fiscal discipline and,
in the case of accords entered into prior to 1995, a gradual devaluation of the
peso. There was a gradual reduction in the number of goods and services whose
prices were covered by such accords. The two most recent of these accords also
incorporated a reduction in the income tax rate applicable to corporations and
certain self-employed individuals from 35% to 34% and a reduction in the
withholding tax applicable to interest payments on publicly issued external debt
and external debt payable to certain financial institutions from 15% to 4.9%.
These policies lowered the consumer inflation rate from 159.2% at year-end 1987
to 7.1% at year-end 1994.

                  The government has been committed to reversing the decline in
real wages that occurred in the 1980s through control of inflation, a controlled
gradual upward adjustment of wages and a reduction in income taxes for the lower
income brackets. Nonetheless, the effect of the devaluation of the peso and the
government's response to that event and related developments caused a
significant increase in inflation, as well as a decline in real wages for much
of the population, during 1995, when the inflation rate increased to 52.0%.
Subsequent fiscal and monetary policies succeeded in lowering inflation at
year-end 1996 and 1997 (as measured by the increase in the National Consumer
Price Index), to 27.7% and 15.7%, respectively. At year-end 1998, inflation rose
to 18.6%, well over the government's target of 12%, but fell to 12.3% at
year-end 1999, 9.0% at year-end 2000, 4.4% at year-end 2001 and 5.7% at year-end
2002. At year-end 2003, the inflation rate was 4.0%, above the government's
year-end target of 3.0%. At year-end 2004, the annual inflation rate was 5.2%,
well beyond the government's target.

          CONSUMER PRICE INDEX. The following table sets forth the changes in
the Mexican consumer price index for the year ended December 31 for the years
1994 through 2004.

                                                               Changes
                                                         in National Consumer
                                                        Price Index, Increase
                                                        Over Previous Period
                                                        --------------------

          1994....................................             7.1
          1995....................................            52.0
          1996....................................            27.7
          1997....................................            15.7
          1998....................................            18.6
          1999....................................            12.3
          2000....................................             9.0
          2001....................................             4.4
          2002....................................             5.7
          2003....................................             4.0
          2004....................................             5.2

Source: Banco de Mexico.

          MEXICAN GROSS DOMESTIC PRODUCT. The following table sets forth certain
information concerning Mexico's GDP for the years 1994 through 2003, and the
first two quarters of 2004, at current and constant prices.

               Gross                        Gross Domestic
               Domestic                     Product at         Change from
               Product at                   Constant 1993      Prior Year at
               Current Prices               Prices(1)          Constant Prices
               --------------               ---------          ---------------
                (millions of Mexican Pesos)                     (percent)

1993               1,256,196                    1,256,196         2.0
1994               1,420,159                    1,312,200         4.5
1995               1,837,019                    1,230,608        (6.2)
1996               2,525,575                    1,293,859         5.1
1997               3,174,275                    1,381,352         6.8
1998               3,846,349                    1,447,945         4.9
1999               4,593,685                    1,505,000         3.7
2000               5,491,372                    1,602,542         6.6
2001               5,828,590                    1,599,787         (0.3)
2002               6,261,511                    1,611,666         0.7
2003               6,754,773                    1,633,076         1.3
2004 (2)           7,400,510                    1,714,986         3.9

----------
(1)  Constant Peso with purchasing power at December 31, 1993, expressed in
     Pesos.

(2)  First six months.

Source: Mexico's National Statistics, Geography and Informatics Institute
(INEGI).

          INTEREST RATES. The following table sets forth the average interest
rates per annum on 28-day and 91-day CETES, which are peso-denominated Treasury
bills, the average weighted cost of term deposits for commercial banks ("CPP"),
the average interest rate ("TIIP") and the equilibrium interest rate ("TIIE")
for the periods listed below.



                                                            Average CETES and Interest Rates

                                   28-Day           91-Day
                                   CETES            CETES              CPP      TIIP                   TIIE
                                   -----            -----              ---      ----                   ----
                                                                                     
1994:
                Jan.-June           13.0             13.5              14.2      15.3
                July-Dec.           15.2             15.7              16.8      20.4
1995:
                Jan.-June           55.0             54.3              49.6      63.6                  21.2(2)
                July-Dec.           41.9             42.2              40.7      44.5                  44.5
1996:

                Jan.-June           35.4             37.2              34.5      37.3                  37.2
                July-Dec.           27.4             28.6              26.9      30.2                  30.1
1997:
                Jan.-June           20.8             22.2              20.8      23.2                  23.2
                July-Dec.           18.8             20.3              17.4      20.5                  20.6
1998:
                Jan.-June           18.8             19.9              17.2      20.6                  20.7
                July-Dec.           30.7             32.5              24.9      32.9                  33.1
1999:
                Jan.-June           24.3             24.7              22.3      27.2                  27.3
                July-Dec.           18.5             19.9              17.2      20.8                  20.8
2000:
                Jan.-June           14.7             15.8              13.8      16.8                  16.8
                July-Dec.           15.8             16.5              13.6      17.2                  17.2
2001:
                Jan.-June           14.5             15.2              13.0      16.0                  16.0
                July-Dec.            8.1              9.3               7.3       9.8                   9.8
2002:
                Jan.-June            7.0              7.2               5.4          (3)                8.1
                July-Dec.            7.2              7.6               5.3          (3)                7.0
2003:
                Jan.-June            7.5              7.6              11.2          (3)                8.2
                July-Dec.            5.0              6.5               6.4          (3)                5.4
2004:
                Jan.-June            6.0              6.2               4.0          (3)                6.3
                July-Dec.            7.6              8.0               5.2          (3)                8.3

----------
(1)  February-June average.
(2)  Average for the last two weeks of March.
(3)  The Banco de Mexico ceased publication of the TIIP as of December 31, 2001.

Source: Banco de Mexico.


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

               ADDITIONAL INFORMATION ABOUT THE REPUBLIC OF BRAZIL

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

Territory and Population
------------------------

          The Federative Republic of Brazil ("Brazil"), with a land mass area of
3.3 million square miles, is the largest country in Latin America, occupying
almost half of the continent of South America. Brazil's population is
approximately 177 million, the largest in South America and the fifth most
populous in the world. The majority of its people lives in the south central
area, which includes the industrial cities of Sao Paulo, Rio de Janeiro and Belo
Horizonte. Urban growth has been rapid in Brazil. In 2000, 78% of the population
lived in urban areas. While this has been beneficial for Brazil's economy, it
has also created significant social, environmental and political problems for
Brazil's major cities.

          Brazil was a colony of Portugal for over three centuries; as a
consequence, its major ethnic stock is Portuguese, which remains the official
language. However, many immigrant groups from various parts of the world have
settled in Brazil, resulting in a very diverse ethnic and cultural heritage.

Government
----------

          Brazil is a federal republic with 26 states and a federal district.
The 1988 constitution grants broad powers to the federal government, which is
made up of the executive, legislative and judicial branches. The president holds
office for four years, with the right to be re-elected for one additional
four-year term. The legislature, or National Congress, is bicameral and consists
of the Senate and the Chamber of Deputies. There are 81 seats in the Senate -
three members from each state and federal district - who are popularly elected
to serve 8-year terms. The terms are staggered, so that two-thirds are up for
election at one time and one-third four years thereafter. There are 513 seats in
the Chamber of Deputies; its members are elected by proportional representation
to serve four-year terms. Fifteen political parties are currently represented in
the National Congress. Since it is common for members to switch parties, the
proportion of congressional seats held by particular parties changes regularly.
There are 11 Supreme Court judges, who are appointed by the president, subject
to approval by the Senate. Each state has its own governor and legislature.
Presidential, congressional and gubernatorial elections last took place in
October 2002. The next presidential, congressional and gubernatorial elections
will be held in October 2006.

Politics
--------

          The main political parties in Brazil are the Brazilian Democratic
Movement Party ("PMBD"), the Liberal Front Party ("PFL"), the Democratic Labor
Party ("PDT"), the Brazilian Social Democracy Party ("PSDB") and the Workers
Party ("PT"). The current president, Luiz Inacio Lula da Silva, commonly known
as President Lula, was elected in 2002 with 61% of the vote, with the support of
an alliance of his own party, the leftist PT, the center right Liberal
Party("PL"), the leftist National Mobilization Party ("PMN"), the leftist
Popular Socialist Party ("PPS") and the leftist Communist Party of Brazil
("PCdoB"). In December 2004, the PPS and the large PMDB left the PT-run
governing coalition, leaving the coalition with only a small majority in the
Chamber of Deputies and a minority in the National Congress.

Money and Banking
-----------------

          Monetary policy in Brazil since 1999 has aimed for lower interest
rates to stimulate the economy and lighten the public debt burden. The Central
Bank of Brazil (the "Central Bank") exercises monetary and credit controls
through the reserve requirements it imposes on commercial banks, and through its
bank-rediscount policies and open-market operations. It has also used interest
rate ceilings and mandatory rate reductions. The government imposes lending
requirements on banks in order to control the amount of money in circulation and
direct funds to priority sectors.

          The Central Bank uses its benchmark Selic (Sistema especial de
liquidacao e custodia) target rate to manage the level of interest rates.
Interest rates began to decline from mid-2003 after they had reached a peak at
the end of 2002. After raising the benchmark Selic to a high of 26.5% in
February-June 2003, the Central Bank reduced the rate to 16.5% by the end of
2003, as inflation fears waned and economic indicators improved.

          Brazil's financial system has fared well despite recent economic
turmoils, including the Mexican debt crisis in late 1994, the devaluation of the
Real, Brazil's currency, in 1999 and the Argentine debt crisis of 2001-2002. As
a result of privatizations and mergers, the financial sector has become more
efficient.

          Since 1988, the financial system has undergone rapid modernization.
Central to the reforms has been the establishment of multi-purpose banks and
greater foreign participation in commercial banks. The increased competition has
improved bank operations. The Central Bank has encouraged foreign entry because
it has been able to ask new entrants to buy recently liquidated institutions. In
paying this premium, foreign banks have helped to improve the health of the
financial sector. Though still high by international standards, profitability in
the financial sector fell in 2003. Net earnings of the top ten banks fell 42%
from the previous year.

          The government owns a number of financial institutions that carry out
certain limited functions, such as subsidizing mortgages and engaging in
development banking for particular industries.

          Brazil's monetary and financial supervisory institutions include the
National Monetary Council, which issues policy directives, the Central Bank of
Brazil, which oversees financial institutions and regulates the money markets,
and the Securities Commission, which regulates the securities markets.

International Relations
-----------------------

          Brazil has traditionally looked inwards, both economically and
politically, but during the 1990s, under the leadership of former President
Cardoso, Brazil sought to enhance its international profile and has been waging
a long-standing campaign to become a permanent member of the United Nations
Security Council. In 1991, Brazil, together with Argentina, Paraguay and
Uruguay, signed the Treaty of the Asuncion to form the Southern Cone Common
Market, also known as the Mercosur, which cut tariff barriers in the four
countries on most goods and established a common external tariff. Chile and
Bolivia became associate members of the Mercosur in 1996 and 1997, respectively.
Brazil has also taken on a more active role in the World Trade Organization, of
which it is a member. Although a participant in ongoing negotiations to
establish a Free-Trade Area of the Americas, Brazil has disagreements with the
United States about farm subsidies and import restrictions on certain goods,
such as orange juice and steel. Brazil would also prefer to negotiate as a
member of the Mercosur, rather than bilaterally.

Trade
-----

          As Brazil's domestic economy has grown and diversified, so has it
become increasingly involved in international trade. In the 1980s, Brazil
promoted import substituting industrialization ("ISI"), which provided for high
tariff and non-tariff barriers. Although ISI was initially effective in
developing Brazil's industrial sector, by the end of the 1980s, it became clear
that ISI promoted inefficiency and served as a roadblock to structural reform.
In 1990 the government launched a trade opening program. Most non-tariff
barriers were eliminated immediately and tariffs were scheduled to be cut over a
four-year period. By 1994, average nominal protection in most sectors had fallen
approximately 50%. The creation of the Mercosur served to accelerate the trade
opening process. The end result was that Brazil's merchandise balance of trade
dropped sharply from a traditional surplus to sizable deficits between 1995 and
1998. The flotation and devaluation of the Real in January 1999 brought a
rebalancing of Brazil's external accounts and by 2001 the trade balance was back
in surplus.

          In 2001, Brazil's exports amounted to US$58.2 billion and its imports
were US$55.6 billion, leaving a trade surplus of US$2.6 billion. In 2002,
Brazil's exports amounted to US$60.4 billion and its imports were US$47.2
billion, leaving a trade surplus of US$13.2 billion. In 2003, Brazil's exports
amounted to US$73.1 billion and its imports were US$48.3 billion, leaving a
trade surplus of US$24.8 billion. In 2004, Brazil's exports amounted to an
estimated US$94.9 billion and its imports were an estimated US$63.5 billion,
leaving an estimated trade surplus of US$31.4 billion. An advocate of free
trade, President Lula is focusing the government's efforts on boosting export
competitiveness and improving access to overseas markets, rather than curbing
imports.

          The main destinations of Brazil's exports in 2003 were the United
States (23.1%), followed by The Netherlands (5.8%), China (6.2%) and Germany
(4.3%). The main origins of Brazil's imports in 2003 were the United States
(20.2%), followed by Argentina (9.7%), Germany (8.7%) and Japan (5.2%).

          Brazil's currency is the Real, which was introduced in 1994. By
abandoning a floating exchange rate in favor of a tightly managed crawling peg,
the government used the currency exchange rate to reduce hyperinflation, rather
than to foster international competitiveness. As a result, while hyperinflation
ended, the currency became overvalued and in January 1999, the government was
forced to let the Real float freely. The Real fell precipitously by 50% in the
aftermath of the government's decision but it subsequently stabilized. The
average Real/U.S. Dollar exchange rate in 2004 was R2.93, compared to R3.08 in
2003 and R2.92 in 2002. The countries of the Mercosur have had discussions about
a common currency, like the European Union's Euro.

          Brazil's international reserves registered US$49.30 billion at
December 2003, compared to US$37.82 at December 2002. Discounting International
Monetary Fund resources, however, Brazil's reserves stood at US$19 billion at
December 2003.

Economic Information
--------------------

          Since the 1980s, having overcome over a half century of military
intervention in its governance, Brazil has pursued agricultural and industrial
growth and is now South America's leading economic power. Brazil's economy is
the tenth largest economy in the world, with well developed agricultural,
mining, manufacturing and service sectors. Vast disparities remain, however, in
the country's distribution of land and wealth.

          About 20% of Brazil's labor force is employed in the agricultural
sector, which accounts for 9% of the country's gross domestic product. Brazil's
major crops are coffee, citrus fruit, soybeans, sugarcane, rice, corn, cocoa,
cotton, tobacco and bananas. Brazil also enjoys vast mineral resources,
including iron ore (Brazil is the world's largest producer), quartz, chrome ore,
manganese, industrial diamonds, gemstones, gold, nickel, tin, bauxite, uranium
and platinum. Brazil also has one of the most advanced industrial sectors in
Latin America, accounting for approximately one-third of its gross domestic
product. Brazil's major industries include automobiles and parts, other
machinery and equipment, steel, textiles, shoes, cement, lumber, iron ore, tin
and petrochemicals. Brazil also has a diverse and sophisticated services sector,
with mail and telecommunications the largest, followed by banking, energy,
commerce and computing.

          Brazil experienced rapid economic growth in the 35-year period
following World War II, but that came to an end in the 1970s, when Brazil began
to experience cycles of inflation and depreciation. Numerous economic
stabilization programs failed because they were based on price freezes rather
then attempts to address the underlying causes.

          Starting in 1994, the government has undertaken a number of economic
reforms to replace a state-dominated economy with a market oriented one. The
first major economic stabilization program was known as the Real Plan, which was
very successful in reducing Brazil's historically high inflation rates. Market
opening and economic stabilization significantly enhanced Brazil's economic
growth. However, when the growth slowed, Brazil's dependence on external
financing and the government's failure to control its finances left the economy
vulnerable to external shocks. Following the emerging market debt crisis in
1998, Brazil's economy went into recession. In 2000, the government adopted the
Fiscal Responsibility Law, which imposes strict limits on government spending,
both at the federal and state level. The government also instituted an inflation
targeting program as the basis for monetary policy. While inflation met the
target in 2000, it exceeded the target in 2001 and 2002. The government raised
the target levels for 2003 and 2004. The current administration, that of
President Lula, has continued the commitment to economic reform and has
instituted major changes in Brazil's tax and pension systems.

          In addition to achieving its primary goal of reducing inflation, the
Real Plan introduced one of the world's largest privatization programs.
Privatization brought a flood of foreign investors, beginning in 1996. The
yearly investment average in the telecommunications sector during the four years
prior to 1996 was R$5.8 billion, compared to R$16.3 billion during the four
years after 1996. Similarly, investment in the electrical power sector increased
from R$5.3 billion annually prior to 1996 to R$7,2 billion after 1996. Direct
foreign investment fell off after 2002, owing to the depreciation of the Real,
as well as to adverse regulatory decisions.

          In 2001, Brazil experienced an electricity crisis due to low rainfall
and to a drop in new investment. To prevent blackouts, the government introduced
mandatory rationing and price hikes. Brazil has undertaken a program to reduce
dependence on foreign oil. In the mid-1980s, approximately 70% of Brazil's oil
and oil derivative needs came from imports. Currently, that figure is
approximately 20%.

          The following tables provide certain statistical information regarding
historical rates of exchange between the U.S. Dollar and the Real, inflation
rates and Brazilian gross domestic product.

          CURRENCY EXCHANGE RATES. The following table sets forth, for each year
indicated, the annual average of the daily noon buying rates in New York for
cable transfers in New York City in U.S. Dollars for one Real as certified for
customs purposes by the Federal Reserve Bank of New York:

                                                   Buying Rate in U.S. Dollars
                                                   ---------------------------

                  1998                                      0.86
                  1999                                      0.55
                  2000                                      0.55
                  2001                                      0.43
                  2002                                      0.34
                  2003                                      0.33
                  2004                                      0.34

Source:  Federal Reserve Statistical Releases.

          INFLATION RATE OF THE BRAZILIAN NATIONAL BROAD CONSUMER PRICE INDEX
("IPCA"). The following table sets forth for each year indicated the average
change in the IPCA calculated by the Instituto Brasileiro de Geografia e
Estatistica ("IBGE").

                                                   National Broad
                                                Consumer Price Index
                                                --------------------

             1998                                      3.2
             1999                                      4.9
             2000                                      7.0
             2001                                      6.8
             2002                                      8.5
             2003                                     14.7
             2004 (estimated)                          6.5

Source:  Central Bank of Brazil.

          GROSS DOMESTIC PRODUCT. The following table sets forth for the years
indicated the gross domestic product of Brazil at 2002 prices (R$million) and at
current prices (US$million).

             Gross Domestic Product     Gross Domestic Product
                at 2002 Prices             at Current Prices       Real Change
                --------------             -----------------       -----------
                (R$Million)                (US$Million)

1998            1,397,850                  787,889                     0.1
1999            1,408,830                  536,554                     0.8
2000            1,470,265                  602,207                     4.4
2001            1,489,563                  509,797                     1.3
2002            1,518,264                  459,379                     1.9
2003            1,514,924                  493,348                    -0.2

Source:  Central Bank of Brazil.



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

                                   APPENDIX C:

                            STATEMENT OF POLICIES AND
                          PROCEDURES FOR VOTING PROXIES

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

Introduction
------------


As a registered investment adviser, Alliance Capital Management L.P. ("Alliance
Capital", "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 in the best
interests of our clients. Consistent with these obligations, we will disclose
our clients' voting records only to them and as required by mutual fund vote
disclosure regulations. In addition, the proxy committees may, after careful
consideration, choose to respond to surveys regarding past votes.


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 Alliance Capital's growth and value investment groups investing on
behalf of clients in both US and non-US securities.


Proxy Policies
--------------


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.
Alliance Capital reserves the right to depart from these guidelines in order to
avoid voting decisions that we believe may be contrary to our clients' best
interests. In reviewing proxy issues, we will apply the following general
policies:


Corporate Governance: Alliance Capital's proxy voting policies recognize the
importance of good corporate governance in ensuring that management and the
board of directors fulfill their obligations to the shareholders. We favor
proposals promoting transparency and accountability within a company. We will
vote for proposals providing for equal access to the proxy materials so that
shareholders can express their views on various proxy issues. We also support
the appointment of a majority of independent directors on key committees and
separating the positions of chairman and chief executive officer. Finally,
because we believe that good corporate governance requires shareholders to have
a meaningful voice in the affairs of the company, we will support non-binding
shareholder proposals that 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.


Elections of Directors: Unless there is a proxy fight for seats on the Board or
we determine that there are other compelling reasons for withholding votes for
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. We may withhold
votes for directors that fail to act on key issues such as failure to implement
proposals to declassify boards, 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 withhold votes for directors who fail to attend at
least seventy-five percent of board meetings within a given year without a
reasonable excuse. Finally, we may withhold votes for directors of non-U.S.
issuers where there is insufficient information about the nominees disclosed in
the proxy statement.


Appointment of Auditors: Alliance Capital believes that the company remains in
the best position to choose the auditors and will generally support management's
recommendation. However, we recognize that there may be inherent conflicts when
a company's independent auditor performs substantial non-audit related services
for the company. Although we recognize that there may be special circumstances
that could lead to high levels of non-audit fees in some years, we would
normally consider non-audit fees in excess of 70% of total fees paid to the
auditing firm to be disproportionate. Therefore, absent unique circumstances, we
may vote against the appointment of auditors if the fees for non-audit related
services exceed 70% of the total fees paid by the company to the auditing firm
or there are other reasons to question the independence of the company's
auditors.


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, Alliance Capital will cast its votes
in accordance with the company's management 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 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 one hundred percent 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.


Corporate Restructurings, Mergers and Acquisitions: Alliance Capital 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.


Proposals Affecting Shareholder Rights: Alliance Capital 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.


Anti-Takeover Measures: Alliance Capital 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. We will generally oppose proposals, regardless of
whether they are advanced by management or shareholders, the purpose or effect
of which 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.


Executive Compensation: Alliance Capital 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 benefit awards
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
plans to ensure that shareholder equity will not be excessively diluted. With
regard to stock award or option plans, we consider whether the option exercise
prices are below the market price on the date of grant and whether an acceptable
number of employees are eligible to participate in such programs. We will
generally oppose plans that have below market value exercise prices on the date
of issuance or permit repricing 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. We will support proposals
requiring managements to submit 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 to a shareholder vote. Finally, we will support shareholder
proposals requiring companies to expense stock options because we view them as a
large corporate expense that should be appropriately accounted for.


Social and Corporate Responsibility: Alliance Capital will review and analyze on
a case-by-case basis proposals relating to social, political and environmental
issues to determine whether they will have a financial impact on shareholder
value. We will vote against proposals that are unduly burdensome or result in
unnecessary and excessive costs to the company. We may abstain from voting on
social proposals that do not have a readily determinable financial impact on
shareholder value.


Proxy Voting Procedures
-----------------------


Proxy Voting Committees
-----------------------


Our growth and value investment groups have formed separate proxy voting
committees to establish general proxy policies for Alliance Capital and consider
specific proxy voting matters as necessary. These committees periodically review
these policies and new types of corporate governance issues, and decide how we
should vote on proposals not covered by these policies. When a proxy vote cannot
be clearly decided by an application of our stated policy, the proxy committee
will evaluate the proposal. In addition, the committees, in conjunction with the
analyst that covers the company, may contact corporate management and interested
shareholder groups and others as necessary to discuss proxy issues. Members of
the committee include senior investment personnel and representatives of the
Legal and Compliance Department. The committees may also evaluate proxies where
we face a potential conflict of interest (as discussed below). Finally, the
committees monitor adherence to these policies.


Conflicts of Interest
---------------------


Alliance Capital 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
we administer, who distributes Alliance Capital sponsored mutual funds, or with
whom we or an employee has another business or personal relationship that may
affect how we vote on the issuer's proxy. Similarly, Alliance may have a
potential material conflict of interest when deciding how to vote on a proposal
sponsored or supported by a shareholder group that is a client. We believe that
centralized management of proxy voting, oversight by the proxy voting committees
and adherence to these policies ensures that proxies are voted with only our
clients' best interests in mind. Additionally, we have implemented procedures to
ensure that our votes are not the product of a material conflict of interests,
including: (i) on an annual basis, the proxy committees will take reasonable
steps to evaluate the nature of Alliance Capital'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 any client that
has sponsored or has material interest in a proposal upon which we will be
eligible to vote; (ii) requiring anyone involved in the decision making process
to disclose to the chairman of the appropriate proxy committee any potential
conflict that they are aware of (including personal relationships) and any
contact that they have 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 Alliance Capital considers the
recommendation of third party research services, the proxy committees will take
reasonable steps to verify that any third party research service is in fact
independent based on 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 such recommendations in an impartial manner and in the best interests of
our clients.


Proxies of Certain Non-US 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 (usually one-week) 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, Alliance Capital
believes that the benefit to the client of exercising the vote does not outweigh
the cost of voting (i.e. not being able to sell the shares during this period).
Accordingly, if share blocking is required we generally abstain from voting
those shares.


In addition, voting proxies of issuers in non-US markets may give rise to a
number of administrative issues that may prevent Alliance Capital from voting
such proxies. For example, Alliance Capital may receive meeting notices without
enough time to fully consider the proxy or after the cut-off date for voting.
Other markets require Alliance Capital to provide local agents with power of
attorney prior to implementing Alliance Capital's voting instructions. Although
it is Alliance Capital's policy to seek to vote all proxies for securities held
in client accounts for which we have proxy voting authority, in the case of
non-US issuers, we vote proxies on a best efforts basis.


Loaned Securities
-----------------


Many clients of Alliance Capital have entered into securities lending
arrangements with agent lenders to generate additional revenue. Alliance Capital
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.


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, or go to the Securities and Exchange Commission's web
site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.


SK 00250 0292 647578




                                     PART C
                                OTHER INFORMATION

ITEM 23. EXHIBITS:

     (a)  (1)  Articles of Amendment dated January 24, 2006 - Filed herewith.



          (2)  Articles of Amendment and Restatement of the Registrant dated
               February 1, 2006 - Filed herewith.


     (b)       Amended and Restated By-Laws of the Registrant - Filed herewith.

     (c)       Not applicable.

     (d)  (1)  Form of Investment Advisory Agreement between Registrant and
               AllianceBernstein L.P. - Incorporated by reference to Exhibit
               (d)(1) to Post-Effective Amendment No. 40 of Registrant's
               Registration Statement on Form N-1A (File Nos. 33-18647 and
               811-5398) filed with the Securities and Exchange Commission on
               April 27, 2005.

          (2)  Sub-Advisory Agreement between AllianceBernstein L.P. and Law,
               Dempsey & Company Limited, relating to the Global Bond Portfolio
               - Incorporated by reference to Exhibit (5)(b) to Post-Effective
               Amendment No. 22 of Registrant's Registration Statement on Form
               N-1A (File Nos. 33-18647 and 811-5398) filed with the Securities
               and Exchange Commission on April 29, 1998.


     (e)  (1)  Distribution Services Agreement between the Registrant and
               AllianceBernstein Investments, Inc. - Incorporated by reference
               to Exhibit (6) to Post-Effective Amendment No. 22 of Registrant's
               Registration Statement on Form N-1A (File Nos. 33-18647 and
               811-5398) filed with the Securities and Exchange Commission on
               April 29, 1998.

          (2)  Class B Distribution Services Agreement between the Registrant
               and AllianceBernstein Investments, Inc. - Incorporated by
               reference to Exhibit (c)(2) to Post-Effective Amendment No. 27 of
               Registrant's Registration Statement on Form N-1A (File Nos.
               33-18647 and 811-5398) filed with the Securities and Exchange
               Commission on May 3, 1999.

     (f)       Not applicable.

     (g)  (1)  Custodian Contract between the Registrant and State Street Bank
               and Trust Company - Incorporated by reference to Exhibit (8)(a)
               to Post-Effective Amendment No. 21 of Registrant's Registration
               Statement on Form N-1A (File Nos. 33-18647 and 811-5398) filed
               with the Securities and Exchange Commission on May 1, 1997.

          (2)  Amendment to Custodian Agreement dated June 4, 1996 -
               Incorporated by reference to Exhibit (8)(b) to Post-Effective
               Amendment No. 21 of Registrant's Registration Statement on Form
               N-1A (File Nos. 33-18647 and 811-5398) filed with the Securities
               and Exchange Commission on May 1, 1997.

     (h)  (1)  Transfer Agency Agreement between the Registrant and
               AllianceBernstein Investor Services, Inc. - Incorporated by
               reference to Exhibit (9) to Post-Effective Amendment No. 22 of
               Registrant's Registration Statement on Form N-1A (File Nos.
               33-18647 and 811-5398) filed with the Securities and Exchange
               Commission on April 29, 1998.

          (2)  Expense Limitation Undertaking by Alliance Capital Management
               L.P. - Incorporated by reference to Exhibit (h)(2) to
               Post-Effective Amendment No. 40 of Registrant's Registration
               Statement on Form N-1A (File Nos. 33-18647 and 811-5398) filed
               with the Securities and Exchange Commission on April 27, 2005.


     (i)       Opinion and Consent of Seward & Kissel LLP - To be filed by
               amendment.


     (j)       Consent of Independent Registered Public Accounting Firm - To be
               filed by amendment.

     (k)       Not applicable.

     (l)       Not applicable.

     (m)       Rule 12b-1 Class B Distribution Plan - Incorporated by reference
               to Exhibit (m) to Post-Effective Amendment No. 27 of Registrant's
               Registration Statement on Form N-1A (File Nos. 33-18647 and
               811-5398) filed with the Securities and Exchange Commission on
               May 3, 1999.

     (n)       Amended and Restated Rule 18f-3 Plan - Incorporated by reference
               to Exhibit (n) to Post-Effective Amendment No. 36 of the
               Registrant's Registration Statement on Form N-1A (File Nos.
               33-18647 and 811-5398) filed with the Securities and Exchange
               Commission on February 11, 2004.

     (p)  (1)  Code of Ethics for the Fund - Incorporated by reference to
               Exhibit (p)(1) to Post-Effective Amendment No. 31 of Registrant's
               Registration Statement on Form N-1A (File Nos. 33-18647 and
               811-5398) filed with the Securities and Exchange Commission on
               April 26, 2001.

          (2)  Code of Ethics for the AllianceBernstein L.P. and
               AllianceBernstein Investments, Inc. - Incorporated by reference
               to Exhibit (p)(2) to Post-Effective Amendment No. 34 of the
               Registration Statement on Form N-1A of AllianceBernstein
               Municipal Income Fund, Inc. (File Nos. 33-7812 and 811-04791)
               filed with the Securities and Exchange Commission on January 28,
               2005.

Other Exhibits:

               Power of Attorney for Ruth Block - Incorporated by reference to
               Other Exhibits to Post-Effective Amendment No. 40 to Registrant's
               Registration Statement on Form N-1A (File Nos. 33-18647 and
               811-5398) filed with the Securities and Exchange Commission on
               April 27, 2005.

               Powers of Attorney for: David H. Dievler, John H.
               Dobkin, Michael J. Downey, William H. Foulk, Jr., D. James Guzy,
               Marc O. Mayer and Marshall C. Turner, Jr. - Filed herewith.


ITEM 24.       Persons Controlled by or under Common Control with Registrant.

               None.

ITEM 25.  Indemnification.

               It is the Registrant's policy to indemnify its directors and
               officers, employees and other agents to the maximum extent
               permitted by Section 2-418 of the General Corporation Law of the
               State of Maryland and as set forth in Article EIGHTH of
               Registrant's Amended and Restated Articles of Incorporation,
               filed as Exhibit (a), Article IX of the Registrant's Amended and
               Restated By-Laws filed as Exhibit (b) and Section 9 of the
               Distribution Services Agreement filed as Exhibit (e)(1) and Class
               B Distribution Services Agreement filed as Exhibit (e)(2). The
               Adviser's liability for any loss suffered by the Registrant or
               its shareholders is set forth in Section 4 of the Advisory
               Agreement filed as Exhibit (d)(1) in response to Item 23.

         Section 2-418 of the Maryland General Corporation Law reads as follows:

               2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
               AGENTS.--(a) In this section the following words have the meaning
               indicated.

                    (1) Directors means any person who is or was a director of a
               corporation and any person who, while a director of a
               corporation, is or was serving at the request of the corporation
               as a director, officer, partner, trustee, employee, or agent of
               another foreign or domestic corporation, partnership, joint
               venture, trust, other enterprise, or employee benefit plan.

                    (2) Corporation includes any domestic or foreign predecessor
               entity of a corporation in a merger, consolidation, or other
               transaction in which the predecessors existence ceased upon
               consummation of the transaction.

                    (3) Expenses include attorneys fees.

                    (4) Official capacity means the following:

                              (i) When used with respect to a director, the
                    office of director in the corporation; and

                              (ii) When used with respect to a person other than
                    a director as contemplated in subsection (i), the elective
                    or appointive office in the corporation held by the officer,
                    or the employment or agency relationship undertaken by the
                    employee or agent in behalf of the corporation.

                              (iii) Official capacity does not include service
                    for any other foreign or domestic corporation or any
                    partnership, joint venture, trust, other enterprise, or
                    employee benefit plan.

                    (5) Party includes a person who was, is, or is threatened to
               be made a named defendant or respondent in a proceeding.

                    (6) Proceeding means any threatened, pending or completed
               action, suit or proceeding, whether civil, criminal,
               administrative, or investigative.

                              (b)(1) A corporation may indemnify any director
                    made a party to any proceeding by reason of service in that
                    capacity unless it is established that:

                              (i) The act or omission of the director was
                    material to the matter giving rise to the proceeding; and

                                        1. Was committed in bad faith; or

                                        2. Was the result of active and
                    deliberate dishonesty; or

                              (ii) The director actually received an improper
                    personal benefit in money, property, or services; or

                              (iii) In the case of any criminal proceeding, the
                    director had reasonable cause to believe that the act or
                    omission was unlawful.

                              (2)  (i) Indemnification may be against judgments,
                    penalties, fines, settlements, and reasonable expenses
                    actually incurred by the director in connection with the
                    proceeding.

                                   (ii) However, if the proceeding was one by or
                    in the right of the corporation, indemnification may not be
                    made in respect of any proceeding in which the director
                    shall have been adjudged to be liable to the corporation.

                              (3)  (i) The termination of any proceeding by
                    judgment, order or settlement does not create a presumption
                    that the director did not meet the requisite standard of
                    conduct set forth in this subsection.

                                   (ii) The termination of any proceeding by
                    conviction, or a plea of nolo contendere or its equivalent,
                    or an entry of an order of probation prior to judgment,
                    creates a rebuttable presumption that the director did not
                    meet that standard of conduct.

                              (4)  A corporation may not indemnify a director or
                    advance expenses under this section for a proceeding brought
                    by that director against the corporation, except:

                                   (i) For a proceeding brought to enforce
                    indemnification under this section; or

                                   (ii) If the charter or bylaws of the
                    corporation, a resolution of the board of directors of the
                    corporation, or an agreement approved by the board of
                    directors of the corporation to which the corporation is a
                    party expressly provide otherwise.

                              (c)  A director may not be indemnified under
                    subsection (b) of this section in respect of any proceeding
                    charging improper personal benefit to the director, whether
                    or not involving action in the directors official capacity,
                    in which the director was adjudged to be liable on the basis
                    that personal benefit was improperly received.

                              (d) Unless limited by the charter:

                                   (1)  A director who has been successful, on
                    the merits or otherwise, in the defense of any proceeding
                    referred to in subsection (b) of this section shall be
                    indemnified against reasonable expenses incurred by the
                    director in connection with the proceeding.

                                   (2)  A court of appropriate jurisdiction upon
                    application of a director and such notice as the court shall
                    require, may order indemnification in the following
                    circumstances:

                                   (i)  If it determines a director is entitled
                    to reimbursement under paragraph (1) of this subsection, the
                    court shall order indemnification, in which case the
                    director shall be entitled to recover the expenses of
                    securing such reimbursement; or

                                   (ii) If it determines that the director is
                    fairly and reasonably entitled to indemnification in view of
                    all the relevant circumstances, whether or not the director
                    has met the standards of conduct set forth in subsection (b)
                    of this section or has been adjudged liable under the
                    circumstances described in subsection (c) of this section,
                    the court may order such indemnification as the court shall
                    deem proper. However, indemnification with respect to any
                    proceeding by or in the right of the corporation or in which
                    liability shall have been adjudged in the circumstances
                    described in subsection (c) shall be limited to expenses.

                                   (3) A court of appropriate jurisdiction may
                    be the same court in which the proceeding involving the
                    directors liability took place.

                              (e) (1) Indemnification under subsection (b) of
                    this section may not be made by the corporation unless
                    authorized for a specific proceeding after a determination
                    has been made that indemnification of the director is
                    permissible in the circumstances because the director has
                    met the standard of conduct set forth in subsection (b) of
                    this section.

                                   (2) Such determination shall be made:

                                   (i) By the board of directors by a majority
                    vote of a quorum consisting of directors not, at the time,
                    parties to the proceeding, or, if such a quorum cannot be
                    obtained, then by a majority vote of a committee of the
                    board consisting solely of two or more directors not, at the
                    time, parties to such proceeding and who were duly
                    designated to act in the matter by a majority vote of the
                    full board in which the designated directors who are parties
                    may participate;

                                   (ii) By special legal counsel selected by the
                    board or a committee of the board by vote as set forth in
                    subparagraph (i) of this paragraph, or, if the requisite
                    quorum of the full board cannot be obtained therefor and the
                    committee cannot be established, by a majority vote of the
                    full board in which directors who are parties may
                    participate; or

                                   (iii) By the stockholders.

                                   (3) Authorization of indemnification and
                    determination as to reasonableness of expenses shall be made
                    in the same manner as the determination that indemnification
                    is permissible. However, if the determination that
                    indemnification is permissible is made by special legal
                    counsel, authorization of indemnification and determination
                    as to reasonableness of expenses shall be made in the manner
                    specified in subparagraph (ii) of paragraph (2) of this
                    subsection for selection of such counsel.

                                   (4) Shares held by directors who are parties
                    to the proceeding may not be voted on the subject matter
                    under this subsection.

                              (f) (1) Reasonable expenses incurred by a director
                    who is a party to a proceeding may be paid or reimbursed by
                    the corporation in advance of the final disposition of the
                    proceeding, upon receipt by the corporation of:

                                   (i) A written affirmation by the director of
                    the directors good faith belief that the standard of conduct
                    necessary for indemnification by the corporation as
                    authorized in this section has been met; and

                                   (ii) A written undertaking by or on behalf of
                    the director to repay the amount if it shall ultimately be
                    determined that the standard of conduct has not been met.

                                   (2) The undertaking required by subparagraph
                    (ii) of paragraph (1) of this subsection shall be an
                    unlimited general obligation of the director but need not be
                    secured and may be accepted without reference to financial
                    ability to make the repayment.

                                   (3) Payments under this subsection shall be
                    made as provided by the charter, bylaws, or contract or as
                    specified in subsection (e) of this section.

                              (g) The indemnification and advancement of
                    expenses provided or authorized by this section may not be
                    deemed exclusive of any other rights, by indemnification or
                    otherwise, to which a director may be entitled under the
                    charter, the bylaws, a resolution of stockholders or
                    directors, an agreement or otherwise, both as to action in
                    an official capacity and as to action in another capacity
                    while holding such office.

                              (h) This section does not limit the corporations
                    power to pay or reimburse expenses incurred by a director in
                    connection with an appearance as a witness in a proceeding
                    at a time when the director has not been made a named
                    defendant or respondent in the proceeding.

                              (i) For purposes of this section:

                                   (1) The corporation shall be deemed to have
                    requested a director to serve an employee benefit plan where
                    the performance of the directors duties to the corporation
                    also imposes duties on, or otherwise involves services by,
                    the director to the plan or participants or beneficiaries of
                    the plan:

                                   (2) Excise taxes assessed on a director with
                    respect to an employee benefit plan pursuant to applicable
                    law shall be deemed fines; and

                                   (3) Action taken or omitted by the director
                    with respect to an employee benefit plan in the performance
                    of the directors duties for a purpose reasonably believed by
                    the director to be in the interest of the participants and
                    beneficiaries of the plan shall be deemed to be for a
                    purpose which is not opposed to the best interests of the
                    corporation.

                              (j) Unless limited by the charter:

                                   (1) An officer of the corporation shall be
                    indemnified as and to the extent provided in subsection (d)
                    of this section for a director and shall be entitled, to the
                    same extent as a director, to seek indemnification pursuant
                    to the provisions of subsection (d);

                                   (2) A corporation may indemnify and advance
                    expenses to an officer, employee, or agent of the
                    corporation to the same extent that it may indemnify
                    directors under this section; and

                                   (3) A corporation, in addition, may indemnify
                    and advance expenses to an officer, employee, or agent who
                    is not a director to such further extent, consistent with
                    law, as may be provided by its charter, bylaws, general or
                    specific action of its board of directors or contract.

                              (k)  (1) A corporation may purchase and maintain
                    insurance on behalf of any person who is or was a director,
                    officer, employee, or agent of the corporation, or who,
                    while a director, officer, employee, or agent of the
                    corporation, is or was serving at the request, of the
                    corporation as a director, officer, partner, trustee,
                    employee, or agent of another foreign or domestic
                    corporation, partnership, joint venture, trust, other
                    enterprise, or employee benefit plan against any liability
                    asserted against and incurred by such person in any such
                    capacity or arising out of such persons position, whether or
                    not the corporation would have the power to indemnify
                    against liability under the provisions of this section.

                                   (2) A corporation may provide similar
                    protection, including a trust fund, letter of credit, or
                    surety bond, not inconsistent with this section.

                                   (3) The insurance or similar protection may
                    be provided by a subsidiary or an affiliate of the
                    corporation.

                              (l) Any indemnification of, or advance of expenses
                    to, a director in accordance with this section, if arising
                    out of a proceeding by or in the right of the corporation,
                    shall be reported in writing to the stockholders with the
                    notice of the next stockholders meeting or prior to the
                    meeting.

          Article EIGHTH of the Registrant's Articles of Amendment and
Restatement of Articles of Incorporation reads as follows:


          EIGHTH: (1) To the maximum extent that Maryland law in effect from
          time to time permits limitation of the liability of directors and
          officers of a corporation, no present or former director or officer of
          the Corporation shall be liable to the Corporation or its stockholders
          for money damages.


          (2) The Corporation shall have the power, to the maximum extent
          permitted by Maryland law in effect from time to time, to obligate
          itself to indemnify, and to pay or reimburse reasonable expenses in
          advance of final disposition of a proceeding to, (a) any individual
          who is a present or former director or officer of the Corporation or
          (b) any individual who, while a director or officer of the Corporation
          and at the request of the Corporation, serves or has served as a
          director, officer, partner or trustee of another corporation, real
          estate investment trust, partnership, joint venture, trust, employee
          benefit plan or any other enterprise from and against any claim or
          liability to which such person may become subject or which such person
          may incur by reason of his status as a present or former director or
          officer of the Corporation. The Corporation shall have the power, with
          the approval of the Board of Directors, to provide such
          indemnification and advancement of expenses to a person who served a
          predecessor of the Corporation in any of the capacities described in
          (a) or (b) above and to any employee or agent of the Corporation or a
          predecessor of the Corporation.


          (3) The provisions of this Article EIGHTH shall be subject to the
          limitations of the Investment Company Act.


          (4) Neither the amendment nor repeal of this Article EIGHTH, nor the
          adoption or amendment of any other provision of the Charter or Bylaws
          inconsistent with this Article EIGHTH, shall apply to or affect in any
          respect the applicability of the preceding sections of this Article
          EIGHTH with respect to any act or failure to act which occurred prior
          to such amendment, repeal or adoption.



          The Advisory Agreement between the Registrant and AllianceBernstein
          L.P. provides that AllianceBernstein L.P. will not be liable under
          such agreements for any mistake of judgment or in any event whatsoever
          except for lack of good faith and that nothing therein shall be deemed
          to protect, or purport to protect, AllianceBernstein L.P. against any
          liability to Registrant or its security holders to which it would
          otherwise be subject by reason of willful misfeasance, bad faith or
          gross negligence in the performance of its duties thereunder, or by
          reason of reckless disregard of its obligations or duties thereunder.


          The Distribution Services Agreement between the Registrant and
          AllianceBernstein Investments, Inc. ("ABI") provides that the
          Registrant will indemnify, defend and hold ABI, and any person who
          controls it within the meaning of Section 15 of the Securities Act of
          1933, as amended (the "Securities Act"), free and harmless from and
          against any and all claims, demands, liabilities and expenses which
          ABI or any controlling person may incur arising out of or based upon
          any alleged untrue statement of a material fact contained in
          Registrant's Registration Statement or Prospectus or Statement of
          Additional Information or arising out of, or based upon any alleged
          omission to state a material fact required to be stated in either
          thereof or necessary to make the statements in any thereof not
          misleading, provided that nothing therein shall be so construed as to
          protect ABI against any liability to Registrant or its security
          holders to which it would otherwise be subject by reason of willful
          misfeasance, bad faith or gross negligence in the performance of its
          duties, or be reason of reckless disregard of its obligations or
          duties thereunder. The foregoing summaries are qualified by the entire
          text of Registrant's Articles of Incorporation, the Advisory Agreement
          between the Registrant and AllianceBernstein L.P. and the Distribution
          Services Agreement between the Registrant and ABI.

          Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers and controlling
          persons of the Registrant pursuant to the foregoing provisions, or
          otherwise, the Registrant has been advised that, in the opinion of the
          Securities and Exchange Commission, such indemnification is against
          public policy as expressed in the Securities Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          Registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          Registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question of whether such indemnification
          by it is against public policy as expressed in the Securities Act and
          will be governed by the final adjudication of such issue.

          In accordance with Release No. IC-11330 (September 2, 1980), the
          Registrant will indemnify its directors, officers, investment manager
          and principal underwriters only if (1) a final decision on the merits
          was issued by the court or other body before whom the proceeding was
          brought that the person to be indemnified (the indemnitee) was not
          liable by reason or willful misfeasance, bad faith, gross negligence
          or reckless disregard of the duties involved in the conduct of his
          office (disabling conduct) or (2) a reasonable determination is made,
          based upon a review of the facts, that the indemnitee was not liable
          by reason of disabling conduct, by (a) the vote of a majority of a
          quorum of the directors who are neither interested persons of the
          Registrant as defined in section 2(a)(19) of the Investment Company
          Act of 1940 nor parties to the proceeding (disinterested, non-party
          directors), or (b) an independent legal counsel in a written opinion.
          The Registrant will advance attorneys fees or other expenses incurred
          by its directors, officers, investment adviser or principal
          underwriters in defending a proceeding, upon the undertaking by or on
          behalf of the indemnitee to repay the advance unless it is ultimately
          determined that he is entitled to indemnification and, as a condition
          to the advance, (1) the indemnitee shall provide a security for his
          undertaking, (2) the Registrant shall be insured against losses
          arising by reason of any lawful advances, or (3) a majority of a
          quorum of disinterested, non-party directors of the Registrant, or an
          independent legal counsel in a written opinion, shall determine, based
          on a review of readily available facts (as opposed to a full
          trial-type inquiry), that there is reason to believe that the
          indemnitee ultimately will be found entitled to indemnification.

          ARTICLE IX of the Registrant's Amended and Restated By-laws reads as
follows:


                                   ARTICLE IX

                                 Indemnification

                    To the maximum extent permitted by Maryland law in effect
          from time to time, the Corporation shall indemnify and, without
          requiring a preliminary determination of the ultimate entitlement to
          indemnification, shall pay or reimburse reasonable expenses in advance
          of final disposition of a proceeding to (a) any individual who is a
          present or former director or officer of the Corporation and who is
          made or threatened to be made a party to the proceeding by reason of
          his or her service in any such capacity or (b) any individual who,
          while a director or officer of the Corporation and at the request of
          the Corporation, serves or has served as a director, officer, partner
          or trustee of another corporation, real estate investment trust,
          partnership, joint venture, trust, employee benefit plan or other
          enterprise and who is made or threatened to be made a party to the
          proceeding by reason of his or her service in any such capacity. The
          Corporation may, with the approval of its Board of Directors or any
          duly authorized committee thereof, provide such indemnification and
          advance for expenses to a person who served a predecessor of the
          Corporation in any of the capacities described in (a) or (b) above and
          to any employee or agent of the Corporation or a predecessor of the
          Corporation. The termination of any claim, action, suit or other
          proceeding involving any person, by judgment, settlement (whether with
          or without court approval) or conviction or upon a plea of guilty or
          nolo contendere, or its equivalent, shall not create a presumption
          that such person did not meet the standards of conduct required for
          indemnification or payment of expenses to be required or permitted
          under Maryland law, these Bylaws or the Charter. Any indemnification
          or advance of expenses made pursuant to this Article shall be subject
          to applicable requirements of the 1940 Act. The indemnification and
          payment of expenses provided in these Bylaws shall not be deemed
          exclusive of or limit in any way other rights to which any person
          seeking indemnification or payment of expenses may be or may become
          entitled under any bylaw, regulation, insurance, agreement or
          otherwise.


                    Neither the amendment nor repeal of this Article, nor the
          adoption or amendment of any other provision of the Bylaws or Charter
          inconsistent with this Article, shall apply to or affect in any
          respect the applicability of the preceding paragraph with respect to
          any act or failure to act which occurred prior to such amendment,
          repeal or adoption.



          The Registrant participates in a joint directors and officers
          liability insurance policy issued by the ICI Mutual Insurance Company.
          Coverage under this policy has been extended to directors, trustees
          and officers of the investment companies managed by AllianceBernstein
          L.P. Under this policy, outside trustees and directors are covered up
          to the limits specified for any claim against them for acts committed
          in their capacities as trustee or director. A pro rata share of the
          premium for this coverage is charged to each investment company and to
          the Adviser.

ITEM 26.  Business and Other Connections of Adviser.


          The descriptions of AllianceBernstein L.P. under the caption
          Management of the Fund in the Prospectus and in the Statement of
          Additional Information constituting Parts A and B, respectively, of
          this Registration Statement are incorporated by reference herein.


          The information as to the directors and executive officers of
          AllianceBernstein Corporation, the general partner of
          AllianceBernstein L.P., set forth in AllianceBernstein L.P.'s Form ADV
          filed with the Securities and Exchange Commission on April 21, 1988
          (File No. 801-32361) and amended through the date hereof, is
          incorporated by reference herein.

ITEM 27.  Principal Underwriters.


     (a)  ABI, is the Registrant's Principal Underwriter in connection with the
          sale of shares of the Registrant. ABI also acts as Principal
          Underwriter or Distributor for the following investment companies:


          AllianceBernstein Balanced Shares, Inc.
          AllianceBernstein Blended Style Series, Inc.
          AllianceBernstein Bond Fund, Inc.
          AllianceBernstein Cap Fund, Inc.
          AllianceBernstein Capital Reserves
          AllianceBernstein Emerging Market Debt Fund, Inc.
          AllianceBernstein Exchange Reserves
          AllianceBernstein Focused Growth & Income Fund, Inc.
          AllianceBernstein Global Government Income Trust, Inc.
          AllianceBernstein Global Health Care Fund, Inc.
          AllianceBernstein Global Research Growth Fund, Inc.
          AllianceBernstein Global Strategic Income Trust, Inc.
          AllianceBernstein Global Technology Fund, Inc.
          AllianceBernstein Greater China '97 Fund, Inc.
          AllianceBernstein Growth and Income Fund, Inc.
          AllianceBernstein High Yield Fund, Inc.
          AllianceBernstein Institutional Funds, Inc.
          AllianceBernstein Intermediate California Municipal Portfolio(1)
          AllianceBernstein Intermediate Diversified Municipal Portfolio(1)
          AllianceBernstein Intermediate New York Municipal Portfolio(1)
          AllianceBernstein International Portfolio(1)
          AllianceBernstein International Growth Fund, Inc.
          AllianceBernstein International Research Growth Fund, Inc.
          AllianceBernstein Large-Cap Growth Fund, Inc.
          AllianceBernstein Mid-Cap Growth Fund, Inc.
          AllianceBernstein Multi-Market Strategy Trust, Inc.
          AllianceBernstein Municipal Income Fund, Inc.
          AllianceBernstein Municipal Income Fund II
          AllianceBernstein Real Estate Investment Fund, Inc.
          AllianceBernstein Short Duration Portfolio(1)
          AllianceBernstein Tax-Managed International Portfolio(1)
          AllianceBernstein Trust
          AllianceBernstein Utility Income Fund, Inc.
          Sanford C. Bernstein Fund II, Inc.
          The AllianceBernstein Pooling Portfolios
          The AllianceBernstein Portfolios

-------------------------------------------------
(1) This is a retail Portfolio of Sanford C. Bernstein Fund, Inc. which
    consists of Classes A, B and C shares.


          (b) The following are the Directors and Officers of AllianceBernstein
Investments, Inc., the principal place of business of which is 1345 Avenue of
the Americas, New York, New York, 10105.


                              POSITIONS AND                     POSITIONS AND
                              OFFICES WITH                      OFFICES WITH
NAME                          UNDERWRITER                       REGISTRANT
----                          -----------                       ----------

Directors
----------

Marc O. Mayer                 Chairman of the Board
                              and Director

Mark R. Manley                Director

Ranjani Nagaswami             Vice Chairman and Director

Officers
---------

Marc O. Mayer                 Chairman of the Board             President and
                                                                Chief Executive
                                                                Officer

Ranjani Nagaswami             Vice Chairman

Frederic L. Bloch             Executive Vice President
                              and President, U.S. Sales

Richard A. Davies             Executive Vice President and
                              Managing Director

Gerald M. Lieberman           Executive Vice President and
                              Chief Operating Officer

Kurt H. Schoknecht            Executive Vice President

Frank Speno                   Executive Vice President

Andrew L. Gangolf             Senior Vice President and         Assistant
                              Assistant General Counsel         Secretary

Emilie D. Wrapp               Senior Vice President,            Secretary
                              Assistant General Counsel
                              and Assistant Secretary

Daniel A. Notto               Senior Vice President,
                              Counsel and Assistant
                              Secretary

Christopher S. Alpaugh        Senior Vice President

Audie G. Apple                Senior Vice President

Colin C. Aymond               Senior Vice President

Steven R. Barr                Senior Vice President and
                              Assistant Secretary

Adam J. Beaudry               Senior Vice President

Matthew F. Beaudry            Senior Vice President

Amy I. Belew                  Senior Vice President

Susan H. Burton               Senior Vice President

Peter G. Callahan             Senior Vice President

Russell R. Corby              Senior Vice President

John W. Cronin                Senior Vice President

Robert J. Cruz                Senior Vice President

Jennifer M. DeLong            Senior Vice President

David B. Edlin                Senior Vice President

John C. Endahl                Senior Vice President

Adam E. Engelhardt            Senior Vice President

John Edward English           Senior Vice President

Edward J. Farrell             Senior Vice President and
                              Controller

Eric W. Frasier               Senior Vice President

Donald N. Fritts              Senior Vice President

Kenneth L. Haman              Senior Vice President

Joseph P. Healy               Senior Vice President

Mary V. Kralis Hoppe          Senior Vice President

Scott Hutton                  Senior Vice President

Geoffrey L. Hyde              Senior Vice President

Robert H. Joseph, Jr.         Senior Vice President and
                              Assistant Treasurer

Victor Kopelakis              Senior Vice President

Henry Michael Lesmeister      Senior Vice President

Eric L. Levinson              Senior Vice President

James F. Lyons                Senior Vice President and
                              Regional/Regent

Matthew P. Mintzer            Senior Vice President

Thomas F. Monnerat            Senior Vice President

Joanna D. Murray              Senior Vice President

Jeffrey A. Nye                Senior Vice President

John J. O'Connor              Senior Vice President

Danielle Pagano               Senior Vice President

Catherine N. Peterson         Senior Vice President

Mark A. Pletts                Senior Vice President

James J. Posch                Senior Vice President and
                              Assistant Secretary

Robert E. Powers              Senior Vice President

Stephen C. Scanlon            Senior Vice President

John P. Schmidt               Senior Vice President

Eileen B. Sebold              Senior Vice President

Gregory K. Shannahan          Senior Vice President

Richard J. Sidell             Senior Vice President

Andrew D. Strauss             Senior Vice President

Peter J. Szabo                Senior Vice President

Joseph T. Tocyloski           Senior Vice President

David R. Turnbough            Senior Vice President

Craig E. Welch                Senior Vice President

Scott Whitehouse              Senior Vice President

Mark D. Gersten               Vice President and Treasurer      Treasurer and
                                                                Chief Financial
                                                                Officer

Patrick E. Ryan               Vice President and Chief
                              Financial Officer

Jane E. Ackerman              Vice President

Margaret M. Bagley            Vice President

Mark H.W. Baltimore           Vice President

Kenneth F. Barkoff            Vice President

Peter J. Barron               Vice President

Laura J. Beedy                Vice President

Gregory P. Best               Vice President

Robert G. Bjorge              Vice President

Michael J. Bodnar             Vice President

Richard A. Brink              Vice President

Shaun D. Bromley              Vice President

Brian Buehring                Vice President

Thomas E. Callahan            Vice President

Kevin T. Cannon               Vice President

Christopher C. Cavanagh       Vice President

Alice L. Chan                 Vice President

Kyle E. Clapp                 Vice President

Michael F. Connell            Vice President

Joseph D. Connell, Jr.        Vice President

Kenneth J. Connors            Vice President

Dwight P. Cornell             Vice President

Michael R. Crimmins           Vice President

Brett E. Dearing              Vice President

Raymond A. Decker             Vice President

Stephen J. Dedyo              Vice President

Darren K. DeSimone            Vice President

Janet B. DiBrita              Vice President

Ronald G. Dietrich            Vice President

Carmela Di Meo                Vice President

Joseph T. Dominguez           Vice President

Paul D. Eck                   Vice President

Bernard J. Eng                Vice President

Michael J. Eustic             Vice President

Joao P. Flor                  Vice President

Kevin T. Gang                 Vice President

Daniel P. Gangemi             Vice President

Christine E. Gaze             Vice President

Mark A. Gessner               Vice President

Thomas R. Graffeo             Vice President

Matthew M. Green              Vice President

John G. Hansen                Vice President

Michael S. Hart               Vice President

George R. Hrabovsky           Vice President

David A. Hunt                 Vice President

Dinah J. Huntoon              Vice President

Anthony D. Ialeggio           Vice President

Theresa Iosca                 Vice President

Oscar J. Isoba                Vice President

Kumar Jagdeo II               Vice President

Christopher W. Kilroy         Vice President

Joseph B. Kolman              Vice President

Ted R. Kosinski               Vice President

Gary M. Lang                  Vice President

Christopher J. Larkin         Vice President

Laurel E. Lindner             Vice President

James M. Liptrot              Vice President and
                              Assistant Controller

Armando C. Llanes             Vice President

Jason N. Longo                Vice President

Montana W. Low                Vice President

James P. Luisi                Vice President

Todd M. Mann                  Vice President

Silvia Manz                   Vice President

Osama Mari                    Vice President

Shannon M. Massey             Vice President

Kathryn Austin Masters        Vice President

Daniel K. McGouran            Vice President

Craig S. McKenna              Vice President

Steven M. Miller              Vice President

Troy E. Mosconi               Vice President

Paul S. Moyer                 Vice President

John F. Multhauf              Vice President

Andrew C. Murphy              Vice President, Chief
                              Compliance Officer and
                              Assistant Secretary

Jamie A. Nieradka             Vice President

Nicole Nolan-Koester          Vice President

Suzzane E. Norman             Vice President

Timothy J. O'Connell          Vice President

Joseph D. Ochoa               Vice President

John J. Onofrio               Vice President and
                              Assistant Treasurer

David D. Paich                Vice President

Todd P. Patton                Vice President

Leo J. Peters IV              Vice President

John D. Prosperi              Vice President

Carol H. Rappa                Vice President

Juhi Rathee                   Vice President

Michelle T. Rawlick           Vice President

Heidi A. Richardson           Vice President

James A. Rie                  Vice President

Joseph P. Rodriguez           Vice President

Miguel A. Rozensztroch        Vice President

Thomas E. Sawyer              Vice President

Gordon R. Schonfeld           Vice President

Stuart L. Shaw                Vice President

Daniel S. Shikes              Vice President

Karen Sirett                  Vice President

Rayandra E. Slonina           Vice President

Elizabeth M. Smith            Vice President

Ben H. Stairs                 Vice President

Eileen Stauber                Vice President

Brian D. Stokes               Vice President

Michael B. Thayer             Vice President

Elizabeth K. Tramo            Vice President

Benjamin H. Travers           Vice President

James R. Van Deventer         Vice President

Elsia M. Vasquez              Vice President

Thomas M. Vitale              Vice President

Marie R. Vogel                Vice President

Wayne W. Wagner               Vice President

Mark E. Westmoreland          Vice President

Paul C. Wharf                 Vice President

Christian G. Wilson           Vice President

Kevin M. Winters              Vice President

Alissa M. Worley              Vice President

Jennifer M. Yi                Vice President

Moshe Aronov                  Assistant Vice President

Jire J. Baran                 Assistant Vice President

Gian D. Bernardi              Assistant Vice President

Susan J. Bieber               Assistant Vice President

Mark S. Burns                 Assistant Vice President

Daniel W. Carey               Assistant Vice President

Maria Carreras                Assistant Vice President

Judith A. Chin                Assistant Vice President

Robyn L. Cohen                Assistant Vice President

Michael C. Conrath            Assistant Vice President

Robert A. Craft               Assistant Vice President

Marc DiFilippo                Assistant Vice President

Raymond L. DeGrazia           Assistant Vice President

Ralph A. DiMeglio             Assistant Vice President

Daniel Ennis                  Assistant Vice President

Robert A. Fiorentino          Assistant Vice President

Lydia A. Fisher               Assistant Vice President

Stephanie Y. Giaramita        Assistant Vice President

Michael F. Greco              Assistant Vice President

Kelly P. Guter                Assistant Vice President

Terry L. Harris               Assistant Vice President

Junko Hisamatsu               Assistant Vice President

Melanie M. Hoppe              Assistant Vice President

Luis Martin Hoyos             Assistant Vice President

Arthur F. Hoyt, Jr.           Assistant Vice President

Grace Huaman                  Assistant Vice President

Dwayne A. Javier              Assistant Vice President

Joseph D. Kearney             Assistant Vice President

Elizabeth E. Keefe            Assistant Vice President

Edward W. Kelly               Assistant Vice President

Jung M. Kim                   Assistant Vice President

Junko Kimura                  Assistant Vice President

Stephen J. Laffey             Assistant Vice President          Assistant
                              and Counsel                       Secretary

Gina L. Lemon                 Assistant Vice President

Evamarie C. Lombardo          Assistant Vice President

Andrew J. Magnus              Assistant Vice President

Mathew J. Malvey              Assistant Vice President

Danielle F. Marx              Assistant Vice President

Christine M. McQuinlan        Assistant Vice President

Assimina Morales              Assistant Vice President

Christina A. Morse            Assistant Vice President          Assistant
                              and Counsel                       Secretary

Jennifer A. Mulhall           Assistant Vice President

Jason S. Muntner              Assistant Vice President

Sharon E. Murphy              Assistant Vice President

Alex E. Pady                  Assistant Vice President

Brian W. Paulson              Assistant Vice President

Wandra M. Perry-Hartsfield    Assistant Vice President

Mark A. Quarno                Assistant Vice President

Peter V. Romeo                Assistant Vice President

Randi E. Rothstein            Assistant Vice President

Jessica M. Rozman             Assistant Vice President

Daniel A. Rudnitsky           Assistant Vice President

Shane M. Sanders              Assistant Vice President

Jennifer E. Scherz            Assistant Vice President

Praveen Singh                 Assistant Vice President

Orlando Soler                 Assistant Vice President

Kurt W. Stam                  Assistant Vice President

Nancy D. Testa                Assistant Vice President

Jay D. Tini                   Assistant Vice President

Kari-Anna Towle               Assistant Vice President

Kayoko Umino                  Assistant Vice President

Joanna Wong                   Assistant Vice President

Eric J. Wright                Assistant Vice President

Thomas M. Zottner             Assistant Vice President

Mark R. Manley                Secretary

Colin T. Burke                Assistant Secretary

Adam R. Spilka                Assistant Secretary

(c) Not Applicable.

ITEM 28.  Location of Accounts and Records.


          The accounts, books and other documents required to be maintained by
          Section 31(a) of the Investment Company Act of 1940 and the Rules
          thereunder are maintained as follows: journals, ledgers, securities
          records and other original records are maintained principally at the
          offices of AllianceBernstein Investor Services, Inc., P.O. Box 786003,
          San Antonio, Texas 78278-6003, and at the offices of State Street Bank
          and Trust Company, the Registrants custodian, 225 Franklin Street,
          Boston, Massachusetts 02110. All other records so required to be
          maintained are maintained at the offices of AllianceBernstein L.P.,
          1345 Avenue of the Americas, New York, New York 10105.


ITEM 29.  Management Services.

          Not Applicable.

ITEM 30.  Undertakings.

          Not Applicable.




                                   SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as amended
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York and State
of New York, on the 1st day of March, 2006.



                                        ALLIANCEBERNSTEIN VARIABLE
                                        PRODUCTS SERIES FUND, INC.

                                        By:  /s/ Marc O. Mayer*
                                             -------------------------------
                                                 Marc O. Mayer
                                                 President

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated:

     SIGNATURE                            TITLE                 DATE
     ---------                            -----                 ----

1.   Principal Executive Officer

     Marc O. Mayer*                    President and Chief   March 1, 2006
                                       Executive Officer

2.   Principal Financial and
     Accounting Officer

     /s/  Mark D. Gersten              Treasurer and         March 1, 2006
     --------------------------        Chief Financial
          Mark D. Gersten              Officer

3.   All of the Directors

     Ruth Block*
     David H. Dievler*
     John H. Dobkin*
     William H. Foulk, Jr.*
     Michael Downey*
     D. James Guzy*
     Marc O. Mayer*
     Marshall C. Turner, Jr.*


     *By: /s/ Andrew L. Gangolf                              March 1, 2006
          ----------------------
              Andrew L. Gangolf
              (Attorney-in-fact)




                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.                Description of Exhibits
-----------                -----------------------

(a)(1)               Articles of Amendment to the Articles of Incorporation

(a)(2)               Articles of Amendment and Restatement of Registrant

(b)                  Amended and Restated By-Laws

(h)                  Form of Expense Limitation Undertaking

Other Exhibits:      Powers of Attorney




SK 00250 0292 642834

EX-99.A

              ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

                              ARTICLES OF AMENDMENT

          AllianceBernstein Variable Products Series Fund, Inc., a Maryland
corporation having its principal office in Maryland in Baltimore City, Maryland
(hereinafter called the "Corporation"), certifies to the State Department of
Assessments and Taxation of Maryland that:

          FIRST: The charter of the Corporation is hereby amended by changing
the designations of the Corporation's Portfolios to the designations listed
below:

Designation                                New Designation
-----------                                ---------------

AllianceBernstein Total                    AllianceBernstein Balanced
   Return Portfolio                           Shares Portfolio

AllianceBernstein Worldwide                AllianceBernstein International
   Privatization Portfolio                    Growth Portfolio

AllianceBernstein International            AllianceBernstein International
   Portfolio                                  Research Growth Portfolio

          SECOND: The amendment to the charter of the Corporation as herein set
forth was approved by a majority of the entire Board of Directors of the
Corporation. The charter amendment is limited to changes expressly permitted by
Section 2-605 of the Maryland General Corporation Law to be made without action
by the stockholders of the Corporation. The Corporation is registered as an
open-end investment company under the Investment Company Act of 1940.

          THIRD: This amendment to the charter of the Corporation will be
effective on February 1, 2006, as permitted by Section 2-610.1 of the Maryland
General Corporation Law.

          IN WITNESS WHEREOF, AllianceBernstein Variable Products Series Fund,
Inc., has caused these Articles of Amendment to be executed in its name and on
its behalf by Marc O. Mayer, President of the Corporation, and witnessed by
Andrew L. Gangolf, the Assistant Secretary of the Corporation, this 24th day of
January, 2006. The undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and states that
to the best of his knowledge, information and belief, the matters and facts set
forth in these Articles with respect to the authorization and approval of the
amendment of the Corporation's charter are true in all material respects, and
that this statement is made under the penalties of perjury.

                                         ALLIANCEBERNSTEIN VARIABLE PRODUCTS
                                         SERIES FUND, INC.

                                         By: /s/ Marc O. Mayer
                                             --------------------
                                                 Marc O. Mayer
                                                 President

WITNESS:

/s/ Andrew L. Gangolf
---------------------
    Andrew L. Gangolf
    Assistant Secretary

00250 0292 636258

EX-99.A

              ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.


                      ARTICLES OF AMENDMENT AND RESTATEMENT

          1. AllianceBernstein Variable Products Series Fund, Inc., a Maryland
corporation (the "Corporation"), desires to amend and restate its charter as
currently in effect and as hereinafter amended.

          2. The following provisions are all the provisions of the charter
currently in effect and as hereinafter amended:


          FIRST:    (1)  The name of the incorporator is David R. Nuzzo.

                    (2)  The incorporator's post office address is c/o Seward &
                         Kissel LLP, 1200 G Street, N.W., Suite 350, Washington,
                         D.C. 20005.

                    (3)  The incorporator is over eighteen years of age.

                    (4)  The incorporator is forming the corporation named in
                         these Articles of Incorporation under the general laws
                         of the State of Maryland.

          SECOND: The name of the corporation (hereinafter called the
"Corporation") is AllianceBernstein Variable Products Series Fund, Inc.

          THIRD: (1) The purposes for which the Corporation is formed are to
conduct, operate and carry on the business of an investment company.

          (2) The Corporation may engage in any other business and shall have
all powers conferred upon or permitted to corporations by the Maryland General
Corporation Law.

          FOURTH: The post office address of the principal office of the
Corporation within the State of Maryland is 300 East Lombard Street, Baltimore,
Maryland 21202 in care of The Corporation Trust Incorporated. The resident agent
of the Corporation in the State of Maryland is The Corporation Trust
Incorporated, 300 East Lombard Street, Baltimore, Maryland 21202, a Maryland
corporation.

          FIFTH: (1) The Corporation is authorized to issue twenty-seven billion
(27,000,000,000 ) shares, all of which shall be Common Stock, $.001 par value
per share (the "Common Stock"), and having an aggregate par value of
twenty-seven million dollars ($27,000,000), classified and designated as
follows:

                                       Class A                 Class B
Name of Series                       Common Stock           Common Stock
--------------                       ------------           ------------

AllianceBernstein Money
Market Portfolio                    1,000,000,000              1,000,000,000

AllianceBernstein Large Cap
Growth Portfolio                      500,000,000                500,000,000

AllianceBernstein Growth and
Income Portfolio                       500,000,000               500,000,000

AllianceBernstein
U.S. Government/High Grade
Securities Portfolio                   500,000,000               500,000,000

AllianceBernstein
High-Yield Portfolio                   500,000,000               500,000,000

AllianceBernstein Balanced
Shares Portfolio                       500,000,000              500,000,000

AllianceBernstein International
Research Growth Portfolio              500,000,000               500,000,000

AllianceBernstein Short-Term
Multi-Market Portfolio                 500,000,000               500,000,000

AllianceBernstein
Global Bond Portfolio                  500,000,000               500,000,000

AllianceBernstein Americas
Government Income
Portfolio                              500,000,000               500,000,000

AllianceBernstein Global Dollar
Government Portfolio                   500,000,000               500,000,000

AllianceBernstein Utility
Income Portfolio                       500,000,000               500,000,000

AllianceBernstein Conservative
Investors Portfolio                    500,000,000               500,000,000

AllianceBernstein Growth
Investors Portfolio                    500,000,000               500,000,000

AllianceBernstein Growth
Portfolio                              500,000,000               500,000,000

AllianceBernstein International
Growth Portfolio                       500,000,000               500,000,000

AllianceBernstein Global
Technology Portfolio                   500,000,000               500,000,000

AllianceBernstein Small Cap
Growth Portfolio                       500,000,000               500,000,000

AllianceBernstein Real Estate
Investment Portfolio                   500,000,000               500,000,000

AllianceBernstein International
Value Portfolio                        500,000,000               500,000,000

AllianceBernstein Small/Mid
Cap Value Portfolio                    500,000,000               500,000,000

AllianceBernstein Value
Portfolio                              500,000,000               500,000,000

AllianceBernstein U.S. Large Cap
Blended Style Portfolio                500,000,000               500,000,000

AllianceBernstein Wealth
Appreciation Strategy
Portfolio                              500,000,000               500,000,000

AllianceBernstein Balanced Wealth
Strategy Portfolio                     500,000,000               500,000,000

AllianceBernstein Global
Research Growth
Portfolio                              500,000,000               500,000,000

AllianceBernstein Money Market Portfolio, AllianceBernstein Large Cap Growth
Portfolio, AllianceBernstein Growth and Income Portfolio, AllianceBernstein U.S.
Government/High Grade Securities Portfolio, AllianceBernstein High-Yield
Portfolio, AllianceBernstein Balanced Shares Portfolio, AllianceBernstein
International Research Growth Portfolio, AllianceBernstein Short-Term
Multi-Market Portfolio, AllianceBernstein Global Bond Portfolio,
AllianceBernstein Americas Government Income Portfolio, AllianceBernstein Global
Dollar Government Portfolio, AllianceBernstein Utility Income Portfolio,
AllianceBernstein Conservative Investors Portfolio, AllianceBernstein Growth
Investors Portfolio, AllianceBernstein Growth Portfolio, AllianceBernstein
International Growth Portfolio, AllianceBernstein Global Technology Portfolio,
AllianceBernstein Small Cap Growth Portfolio, AllianceBernstein Real Estate
Investment Portfolio, AllianceBernstein International Value Portfolio,
AllianceBernstein Small/Mid Cap Value Portfolio, AllianceBernstein Value
Portfolio, AllianceBernstein U.S. Large Cap Blended Style Portfolio,
AllianceBernstein Wealth Appreciation Strategy Portfolio, AllianceBernstein
Balanced Wealth Strategy Portfolio, AllianceBernstein Global Research Growth
Portfolio and any other portfolio hereafter established are each referred to
herein as a "Series." The Class A Common Stock of a Series, the Class B Common
Stock of a Series, and any Class of a Series hereafter established are each
referred herein as a "Class." If shares of one Series or Class of stock are
classified or reclassified into shares of another Series or Class of stock
pursuant to this Article FIFTH, paragraph (2), the number of authorized shares
of the former Series or Class shall be automatically decreased and the number of
shares of the latter Series or Class shall be automatically increased, in each
case by the number of shares so classified or reclassified, so that the
aggregate number of shares of stock of all Series and Classes that the
Corporation has authority to issue shall not be more than the total number of
shares of stock set forth in the first sentence of this Article FIFTH, paragraph
(1).

          (2) The Board of Directors may classify any unissued shares of Common
Stock from time to time in one or more Series or Classes of stock. The Board of
Directors may reclassify any previously classified but unissued shares of any
Series or Class of stock from time to time in one or more Series or Class of
stock. Prior to issuance of classified or reclassified shares of any Series or
Class, the Board of Directors by resolution shall: (a) designate that Series or
Class to distinguish it from all other Series or Classes of stock of the
Corporation; (b) specify the number of shares to be included in the Series or
Class; (c) set or change, subject to the express terms of any Series or Class of
stock of the Corporation outstanding at the time, the preferences, conversion or
other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications and terms and conditions of redemption for each
Series or Class; and (d) cause the Corporation to file articles supplementary
with the State Department of Assessments and Taxation of Maryland ("SDAT"). Any
of the terms of any Series or Class of stock set or changed pursuant to clause
(c) of this paragraph (2) may be made dependent upon facts or events
ascertainable outside the charter of the Corporation (the "Charter"), including
determinations by the Board of Directors or other facts or events within the
control of the Corporation, and may vary among holders thereof, provided that
the manner in which such facts, events or variations shall operate upon the
terms of such Series or Class of stock is clearly and expressly set forth in the
articles supplementary or other charter document filed with the SDAT.

          (3) As more fully set forth hereafter, the assets and liabilities and
the income and expenses of each Series or Class of the Corporation's stock shall
be determined separately from those of each other Series or Class of the
Corporation's stock and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts distributable in the event of
liquidation or dissolution of the Corporation to holders of shares of the
Corporation's stock may vary from Series to Series or Class to Class. In the
event that there are any assets, income, earnings, profits or proceeds which are
not readily identifiable as belonging to any particular series (collectively,
"General Assets"), such General Assets shall be allocated by or under the
direction of the Board of Directors to and among one or more Series and Classes
in such a manner and on such basis as the Board of Directors in its sole
discretion shall determine.

          (4) Except as otherwise provided herein, all consideration received by
the Corporation for the issuance or sale of shares of a Series or Class of the
Corporation's stock, together with all funds derived from any investment and
reinvestment thereof and any General Assets allocated to such Series or Class,
shall irrevocably belong to that Series or Class for all purposes, subject only
to any automatic conversion of one Series or Class of stock into another, as
hereinafter provided for, and to the rights of creditors of such Series or
Class, and shall be so recorded upon the books of account of the Corporation,
and are herein referred to as "assets belonging to" such Series or Class.

          (5) The assets belonging to each Series or Class shall be charged with
the debts, liabilities, obligations and expenses incurred or contracted for or
otherwise existing with respect to such Series or Class and with such Series' or
Class' share of the general liabilities of the Corporation, in the latter case
in the proportion that the net asset value of such Series or Class bears to the
net asset value of all Series and Classes or as otherwise determined by the
Board of Directors in accordance with applicable law. The determination of the
Board of Directors shall be conclusive as to the allocation of debts,
liabilities, obligations and expenses, including accrued expenses and reserves,
to a Series or Class. The debts, liabilities, obligations and expenses incurred
or contracted for or otherwise existing with respect to a Series or Class are
enforceable with respect to that Series or Class only and not against the assets
of the Corporation generally or any other Series or Class of stock of the
Corporation.

          (6) The assets attributable to the Classes of a Series shall be
invested in the same investment portfolio of the Corporation, and
notwithstanding the foregoing provisions of paragraphs (4) and (5) of this
Article FIFTH, the allocation of investment income and realized and unrealized
capital gains and losses and expenses and liabilities of the Corporation and of
any Series among the Classes of Common Stock of each Series shall be determined
by the Board of Directors in a manner that is consistent with the Investment
Company Act of 1940, the rules and regulations thereunder, and the
interpretations thereof, in each case as from time to time amended, modified or
superseded (the "Investment Company Act"). The determination of the Board of
Directors shall be conclusive as to the allocation of investment income and
realized and unrealized capital gains and losses, expenses and liabilities,
including accrued expenses and reserves, and assets to one or more particular
Series or Classes.

          (7) Shares of each Class of stock shall be entitled to such dividends
or distributions, in cash, property or additional shares of stock or the same or
another Series or Class, as may be authorized from time to time by the Board of
Directors (by resolution adopted from time to time, or pursuant to a standing
resolution or resolutions adopted only once or with such frequency as the Board
of Directors may determine, after providing that such dividend or distribution
shall not violate Section 2-311 of the Maryland General Corporation Law) and
declared by the Corporation with respect to such Class. The nature of in-kind
property distributions may vary among the holders of a Class or Series, provided
that the amount of the distribution per share, as determined by the Board of
Directors, shall be equivalent for all holders of such Class or Series.
Specifically, and without limiting the generality of the foregoing, the
dividends and distributions of investment income and capital gains with respect
to the different Series and with respect to the Class may vary with respect to
each such Series and Class to reflect differing allocations of the expenses of
the Corporation and the Series among the holders of such Classes and any
resultant differences between the net asset values per share of such Classes, to
such extent and for such purposes as the Board of Directors may deem
appropriate. The Board of Directors may determine that dividends may be payable
only with respect to those shares of stock that have been held of record
continuously by the stockholder for a specified period prior to the record date
of the date of the distribution.

          (8) Except as provided below, on each matter submitted to a vote of
the stockholders, each holder of stock shall be entitled to one vote (1) for
each share standing in such stockholder's name on the books of the Corporation
or (2) if approved by the Board of Directors and pursuant to the issuance of an
exemptive order from the Securities and Exchange Commission, for each dollar of
net asset value per share of a Class or Series, as applicable. Subject to any
applicable requirements of the Investment Company Act, or other applicable law,
all holders of shares of stock shall vote as a single class except with respect
to any matter which the Board of Directors shall have determined affects only
one or more (but less than all) Series or Classes of stock, in which case only
the holders of shares of the Series or Classes affected shall be entitled to
vote. Without limiting the generality of the foregoing, and subject to any
applicable requirements of the Investment Company Act, or other applicable law,
the holders of each of the Classes of each Series shall have, respectively, with
respect to any matter submitted to a vote of stockholders (i) exclusive voting
rights with respect to any such matter that only affects the Series or Class of
Common Stock of which they are holders, including, without limitation, the
provisions of any distribution plan adopted by the Corporation pursuant to Rule
12b-1 under the Investment Company Act (a "Plan") with respect to the Class of
which they are holders and (ii) no voting rights with respect to the provisions
of any Plan that affects one or more of such other Classes of Common Stock, but
not the Class of which they are holders, or with respect to any other matter
that does not affect the Class of Common Stock of which they are holders.

          (9) In the event of the liquidation or dissolution of the Corporation,
stockholders of each Class of the Corporation's stock shall be entitled to
receive, as a Class, out of the assets of the Corporation available for
distribution to stockholders, but other than General Assets not attributable to
any particular Class of stock, the assets attributable to the Class less the
liabilities allocated to that Class; and the assets so distributable to the
stockholders of any Class of stock shall be distributed among such stockholders
in proportion to the number of shares of the Class held by them and recorded on
the books of the Corporation. In the event that there are any General Assets not
attributable to any particular Class of stock, and such assets are available for
distribution, the distribution shall be made to the holders of all Classes of a
Series in proportion to the net asset value of the respective Classes or as
otherwise determined by the Board of Directors.

          (10)(a) Each holder of stock may require the Corporation to redeem all
or any shares of the stock owned by that holder, upon request to the Corporation
or its designated agent, at the net asset value of the shares of stock next
determined following receipt of the request in a form approved by the
Corporation and accompanied by surrender of the certificate or certificates for
the shares, if any, less the amount of any applicable redemption charge,
deferred sales charge, redemption fee or other amount imposed by the Board of
Directors (to the extent consistent with applicable law). The Board of Directors
may establish procedures for redemption of stock.

          (b) The proceeds of the redemption of a share (including a fractional
share) of any Class of capital stock of the Corporation shall be reduced by the
amount of any contingent deferred sales charge, redemption fee or other amount
payable on such redemption pursuant to the terms of issuance of such share.

          (c) Subject to the requirements of the Investment Company Act, the
Board of Directors may cause the Corporation to redeem at net asset value all or
any proportion of the outstanding shares of any Series or Class from a holder
(1) upon such conditions with respect to the maintenance of stockholder accounts
of a minimum amount as may from time to time be established by the Board of
Directors in its sole discretion or (2) upon such conditions established by the
Board of Directors in its sole discretion, for any other purpose, including,
without limitation, a reorganization pursuant to the Investment Company Act.

          (d) Payment by the Corporation for shares of stock of the Corporation
surrendered to it for redemption shall be made by the Corporation within seven
days of such surrender out of the funds legally available therefor, provided
that the Corporation may suspend the right of the stockholders to redeem shares
of stock and may postpone the right of those holders to receive payment for any
shares when permitted or required to do so by applicable statutes or
regulations. Payment of the aggregate price of shares surrendered for redemption
may be made in cash or, at the option of the Corporation, wholly or partly in
such portfolio securities of the Corporation as the Corporation shall select.

          (e) Subject to the following sentence, shares of stock of any Series
and Class of the Corporation which have been redeemed or otherwise acquired by
the Corporation shall constitute authorized but unissued shares of stock of such
Series and Class. In connection with a liquidation or reorganization of any
Series or Class in which all of the outstanding shares of such Series or Class
are redeemed by the Corporation, upon any such redemption all such shares and
all authorized but unissued shares of the applicable Series or Class shall
automatically be returned to the status of authorized but unissued shares of
Common Stock, without further designation as to Series or Class.

          (11) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of the
Corporation) in accordance with the Investment Company Act and applicable rules
and regulations of the National Association of Securities Dealers, Inc. and from
time to time reflected in the registration statement of the Corporation (the
"Corporation's Registration Statement"), shares of a particular Series or Class
of stock of the Corporation or certain shares of a particular Class of stock of
any Series of the Corporation may be automatically converted into shares of
another Class of stock of such Series of the Corporation based on the relative
net asset values of such Classes at the time of conversion, subject, however, to
any conditions of conversion that may be imposed by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of the
Corporation) and reflected in the Corporation's Registration Statement. The
terms and conditions of such conversion may vary within and among the Classes to
the extent determined by the Board of Directors (or with the authorization of
the Board of Directors, by the officers of the Corporation) and set forth in the
Corporation's Registration Statement.

          (12) Pursuant to Article SEVENTH, paragraph (1)(d), upon a
determination of the Board of Directors that the net asset value per share of a
Class shall remain constant, the Corporation shall be entitled to declare and
pay and/or credit as dividends daily the net income (which may include or give
effect to realized and unrealized gains and losses, as determined in accordance
with the Corporation's accounting and portfolio valuation policies) of the
Corporation attributable to the assets attributable to that Class. If the amount
so determined for any day is negative, the Corporation shall be entitled,
without the payment of monetary compensation but in consideration of the
interest of the Corporation and its stockholders in maintaining a constant net
asset value per share of that Class, to redeem pro rata from all the holders of
record of shares of that class at the time of such redemption (in proportion to
their respective holdings thereof) sufficient outstanding shares of that Class,
or fractions thereof, as shall permit the net asset value per share of that
Class to remain constant.

          (13) The Corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in fractional
denominations shall be shares of stock having proportionately to the respective
fractions represented thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and distributions,
and the right to participate upon liquidation of the Corporation, but excluding
any right to receive a stock certificate representing fractional shares.

          (14) No stockholder shall be entitled to any preemptive right other
than as the Board of Directors may establish.

          (15) The rights of all stockholders and the terms of all stock are
subject to the provisions of the Charter and the Bylaws.

                  SIXTH: The number of directors of the Corporation shall be
eight (8). The number of directors of the Corporation may be changed pursuant to
the Bylaws of the Corporation. The names of the individuals who shall serve as
directors of the Corporation until the next annual meeting of stockholders and
until their successors are duly elected and qualify are:

                                   Ruth Block
                                David H. Dievler
                                 John H. Dobkin
                                Michael J. Downey
                              William H. Foulk, Jr.
                                  D. James Guzy
                                  Marc O. Mayer
                             Marshall C. Turner, Ir.

          SEVENTH: The following provisions are inserted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the Board
of Directors and stockholders.

          (1) In addition to its other powers explicitly or implicitly granted
under the Charter, by law or otherwise, the Board of Directors of the
Corporation:

          (a) has the exclusive power to make, alter, amend or repeal the Bylaws
of the Corporation;

          (b)subject to applicable law, may from time to time determine whether,
to what extent, at what times and places, and under what conditions and
regulations the accounts and books of the Corporation, or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account, book or document of the Corporation except as
conferred by statute or as authorized by the Board of Directors of the
Corporation;

          (c) is empowered to authorize, without stockholder approval, the
issuance and sale from time to time of shares of stock of any Series or Class of
the Corporation whether now or hereafter authorized and securities convertible
into shares of stock of the Corporation of any Series or Class, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem
advisable;

          (d)is authorized to adopt procedures for determination of and to
maintain constant the net asset value of shares of any Class or Series of the
Corporation's stock.

          (2) Notwithstanding any provision of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes entitled to be
cast by holders of shares of all Series or Classes, or any Series or Class, of
the Corporation's stock in order to take or authorize any action, any such
action may be taken or authorized upon the concurrence of holders of shares
entitled to cast a majority of the aggregate number of votes entitled to be cast
thereon, subject to any applicable requirements of the Investment Company Act.

          (3) The presence in person or by proxy of the holders of shares
entitled to cast one-third of the votes entitled to be cast (without regard to
Series or Class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes, regulatory
requirements or the Charter, requires approval by a separate vote of one or more
Series or Classes of stock, in which case the presence in person or by proxy of
the holders of shares entitled to cast one-third of the votes entitled to be
cast by holders of shares of each Series or Class entitled to vote as a Series
or Class on the matter shall constitute a quorum.

          (4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to the amount of the assets, debts,
obligations, or liabilities of the Corporation, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating such reserves or charges, as to the use, alteration or cancellation of
any reserves or charges (whether or not any debt, obligation, or liability for
which such reserves or charges shall have been created shall be then or
thereafter required to be paid or discharged), as to the value of or the method
of valuing any investment owned or held by the Corporation, as to market value
or fair value of any investment or fair value of any other asset of the
Corporation, as to the allocation of any asset of the Corporation to a
particular Class or Classes of the Corporation's stock, as to the charging of
any liability of the Corporation to a particular Class or Classes of the
Corporation's stock, as to the number of shares of the Corporation outstanding,
as to the estimated expense to the Corporation in connection with purchases of
its shares, as to the ability to liquidate investments in orderly fashion, or as
to any other matters relating to the issue, sale, redemption or other
acquisition or disposition of investments or shares of the Corporation, shall be
final and conclusive and shall be binding upon the Corporation and all holders
of its shares, past, present and future, and shares of the Corporation are
issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid.

          EIGHTH: (1) To the maximum extent that Maryland law in effect from
time to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall
be liable to the Corporation or its stockholders for money damages.

          (2) The Corporation shall have the power, to the maximum extent
permitted by Maryland law in effect from time to time, to obligate itself to
indemnify, and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to, (a) any individual who is a present or former
director or officer of the Corporation or (b) any individual who, while a
director or officer of the Corporation and at the request of the Corporation,
serves or has served as a director, officer, partner or trustee of another
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or any other enterprise from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his status as a present or former director or officer of the
Corporation. The Corporation shall have the power, with the approval of the
Board of Directors, to provide such indemnification and advancement of expenses
to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or
a predecessor of the Corporation.

          (3) The provisions of this Article EIGHTH shall be subject to the
limitations of the Investment Company Act.

          (4) Neither the amendment nor repeal of this Article EIGHTH, nor the
adoption or amendment of any other provision of the Charter or Bylaws
inconsistent with this Article EIGHTH, shall apply to or affect in any respect
the applicability of the preceding sections of this Article EIGHTH with respect
to any act or failure to act which occurred prior to such amendment, repeal or
adoption.

          NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in its Charter in the manner now or hereafter
prescribed by the laws of the State of Maryland, including any amendment which
alters the contract rights, as expressly set forth in the Charter, of any
outstanding stock, and all rights conferred upon stockholders herein are granted
subject to this reservation.

          (1) The amendment and restatement of the Charter as hereinabove set
forth have been duly advised by the Board of Directors and approved by the
stockholders of the Corporation as required by law.

          (2) The current address of the principal office of the Corporation
within the State of Maryland is as set forth in Article FOURTH of the foregoing
amendment and restatement of the Charter.

          (3) The name and address of the Corporation's current resident agent
is as set forth in Article FOURTH of the foregoing amendment and restatement of
the Charter.

          (4) The number of directors of the Corporation and the names of those
currently in office are as set forth in Article SIXTH of the foregoing amendment
and restatement of the Charter.

          (5) The total number of shares of stock which the Corporation has
authority to issue is not changed by the foregoing amendment and restatement of
the Charter.

          The undersigned President acknowledges these Articles of Amendment and
Restatement to be the corporate act of the Corporation and, as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that, to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties for perjury.


                            [SIGNATURE PAGE FOLLOWS]





                  IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment and Restatement to be signed in its name and on its behalf by its
President and attested to by its Assistant Secretary on this 1st day of
February, 2006.

ATTEST:                              AllianceBernstein Variable Products Series
                                     Fund, Inc.




/s/ Andrew L. Gangolf                By: /s/ Marc O. Mayer               (SEAL)
---------------------                    -----------------
Andrew L. Gangolf                            Marc O. Mayer
Assistant Secretary                          President




00250 0451 639580

EX-99.B

                           AMENDED AND RESTATED BYLAWS
                                       OF
              ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

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




                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.      Offices......................................................1

   Section 1.   Principal Office in Maryland.................................1
   Section 2.   Other Offices................................................1

ARTICLE II.     Meetings of Stockholders.....................................1

   Section 1.   Place of Meeting.............................................1
   Section 2.   Annual Meetings..............................................1
   Section 3.   Notice of Stockholders Meeting...............................1
   Section 4.   Special Meetings.............................................2
   Section 5.   Quorum.......................................................7
   Section 6.   Voting.......................................................7
   Section 7.   Proxies......................................................8
   Section 8.   Organization and Conduct.....................................8
   Section 9.   Record Date..................................................9
   Section 10.  Inspectors of Election......................................10
   Section 11.  Adjournment.................................................11
   Section 12.  Advance Notice of Stockholder Nominees For
                Director and Other Stockholder Proposals....................12

ARTICLE III.    Board of Directors..........................................17

   Section 1.   Number and Term.............................................17
   Section 2.   Vacancies and Newly-Created Directorships...................17
   Section 3.   Powers......................................................18
   Section 4.   Meetings....................................................18
   Section 5.   Regular Meetings............................................18
   Section 6.   Special Meetings............................................18
   Section 7.   Notice......................................................18
   Section 8.   Quorum......................................................19
   Section 9.   Voting......................................................20
   Section 10.  Organization................................................20
   Section 11.  Telephone Meetings..........................................20
   Section 12.  Consent by Directors Without a Meeting......................21
   Section 13.  Surety Bonds................................................21
   Section 14.  Reliance....................................................21
   Section 15.  Fees and Expenses...........................................21

ARTICLE IV.     Committees..................................................22

   Section 1.   Number, Tenure and Qualifications...........................22
   Section 2.   Powers......................................................22
   Section 3.   Meetings....................................................22
   Section 4.   Telephone Meetings..........................................22
   Section 5.   Consent by Committees without a Meeting.....................23
   Section 6.   Vacancies...................................................23

ARTICLE V.      Waiver of Notice............................................23

ARTICLE VI.     Chairman of the Board of Directors and Officers.............24

   Section 1.   General.....................................................24
   Section 2.   Tenure of Officers..........................................24
   Section 3.   Removal and Resignation.....................................24
   Section 4.   Chairman of the Board of Directors..........................25
   Section 5.   President and Chief Executive Officer.......................25
   Section 6.   Vice Presidents.............................................26
   Section 7.   Secretary...................................................26
   Section 8.   Assistant Secretaries.......................................26
   Section 9.   Treasurer...................................................27
   Section 10.  Assistant Treasurers........................................27

ARTICLE VII.    Certificates of Stock.......................................27

   Section 1.   Certificates................................................27
   Section 2.   Transfers when Certificates Issued..........................28
   Section 3.   Replacement Certificate when Certificates Issued............28
   Section 4.   Record Holders; Transfers Generally.........................29

ARTICLE VIII.   Miscellaneous...............................................29

   Section 1.   Reserves....................................................29
   Section 2.   Dividends...................................................29
   Section 3.   Capital Gains Distributions.................................29
   Section 4.   Checks......................................................30
   Section 5.   Fiscal Year.................................................30
   Section 6.   Seal........................................................30
   Section 7.   Insurance Against Certain Liabilities.......................30

ARTICLE IX.     Indemnification.............................................30

ARTICLE X.      Amendments..................................................32





                                   ARTICLE I
                                     Offices

          Section 1. Principal Office in Maryland. The Corporation shall have a
principal office in the City of Baltimore, State of Maryland.

          Section 2. Other Offices. The Corporation may have offices also at
such other places as the Board of Directors may from time to time determine or
as the business of the Corporation may require.

                                   ARTICLE II
                            Meetings of Stockholders

          Section 1. Place of Meeting. Subject to Section 4(b)(4) of this
Article II, meetings of stockholders shall be held at such place as shall be
fixed from time to time by the Board of Directors.

          Section 2. Annual Meetings. The Corporation shall not be required to
hold an annual meeting of stockholders in any year in which the election of
directors is not required to be acted upon under the Investment Company Act of
1940, as amended (the "1940 Act"). In the event that the Corporation is required
to hold a meeting of stockholders to elect directors under the 1940 Act, such
meeting shall be designated the annual meeting of stockholders for that year and
shall be held on a date and at the time set by the Board of Directors in
accordance with the Maryland General Corporation Law.

          Section 3. Notice of Stockholders Meeting. Not less than ten nor more
than 90 days before each meeting of stockholders, the secretary shall give to
each stockholder entitled to vote at such meeting and to each stockholder not
entitled to vote who is entitled to notice of the meeting written or printed
notice stating the time and place of the meeting and, in the case of a special
meeting or as otherwise may be required by any statute, the purpose for which
the meeting is called, either by mail, by presenting it to such stockholder
personally, by leaving it at the stockholder's residence or usual place of
business or by any other means permitted by Maryland law. If mailed, such notice
shall be deemed to be given when deposited in the United States mail addressed
to the stockholder at the stockholder's address as it appears on the records of
the Corporation, with postage thereon prepaid.

          Subject to Section 12 of this Article II, any business of the
Corporation may be transacted at an annual meeting of stockholders without being
specifically designated in the notice, except such business as is required by
any statute to be stated in such notice. No business shall be transacted at a
special meeting of stockholders except as specifically designated in the notice.

          Section 4. Special Meetings. (a) Special meetings of stockholders may
be called by the chairman, the president or by the Board of Directors and,
subject to subsection (b) of this Section 4, a special meeting of stockholders
shall also be called by the secretary upon the written request of stockholders
entitled to cast not less than a majority of all the votes entitled to be cast
at such meeting.

          (b) Stockholder Requested Special Meetings. (1) Any stockholder of
record seeking to have stockholders request a special meeting shall, by sending
written notice to the secretary (the "Record Date Request Notice") by registered
mail, return receipt requested, request the Board of Directors to fix a record
date to determine the stockholders entitled to request a special meeting (the
"Request Record Date"). The Record Date Request Notice shall set forth the
purpose of the meeting and the matters proposed to be acted on at it, shall be
signed by one or more stockholders of record as of the date of signature (or
their agents duly authorized in a writing accompanying the Record Date Request
Notice), shall bear the date of signature of each such stockholder (or such
agent) and shall set forth all information relating to each such stockholder
that must be disclosed in solicitations of proxies for election of directors in
an election contest (even if an election contest is not involved), or is
otherwise required, in each case pursuant to Regulation 14A (or any successor
provision) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Upon receiving the Record Date Request Notice, the Board of Directors may
fix a Request Record Date. The Request Record Date shall not precede and shall
not be more than ten days after the close of business on the date on which the
resolution fixing the Request Record Date is adopted by the Board of Directors.
If the Board of Directors, within ten days after the date on which a valid
Record Date Request Notice is received, fails to adopt a resolution fixing the
Request Record Date, the Request Record Date shall be the close of business on
the tenth day after the first date on which the Record Date Request Notice is
received by the secretary.

          (2) In order for any stockholder to request a special meeting, one or
more written requests for a special meeting signed by stockholders of record (or
their agents duly authorized in a writing accompanying the request) as of the
Request Record Date entitled to cast not less than a majority (the "Special
Meeting Percentage") of all of the votes entitled to be cast at such meeting
(the "Special Meeting Request") shall be delivered to the secretary. In
addition, the Special Meeting Request (a) shall set forth the purpose of the
meeting and the matters proposed to be acted on at it (which shall be limited to
those lawful matters set forth in the Record Date Request Notice received by the
secretary), (b) shall bear the date of signature of each such stockholder (or
such agent) signing the Special Meeting Request, (c) shall set forth the name
and address, as they appear in the Corporation's books, of each stockholder
signing such request (or on whose behalf the Special Meeting Request is signed)
and the class, series and number of all shares of stock of the Corporation which
are owned by each such stockholder, and the nominee holder for, and number of,
shares owned by such stockholder beneficially but not of record, (d) shall be
sent to the secretary by registered mail, return receipt requested, and (e)
shall be received by the secretary within 60 days after the Request Record Date.
Any requesting stockholder (or agent duly authorized in a writing accompanying
the revocation or the Special Meeting Request) may revoke his, her or its
request for a special meeting at any time by written revocation delivered to the
secretary.

          (3) The secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 4(b), the secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.

          (4) Except as provided in the next sentence, any special meeting shall
be held at such place, date and time as may be designated by the chairman of the
Board of Directors of Directors, the president, the chief executive officer or
the Board of Directors, whoever has called the meeting. In the case of any
special meeting called by the secretary upon the request of stockholders (a
"Stockholder Requested Meeting"), such meeting shall be held at such place, date
and time as may be designated by the Board of Directors; provided, however, that
the date of any Stockholder Requested Meeting shall be not more than 90 days
after the record date for such meeting (the "Meeting Record Date"); and provided
further that if the Board of Directors fails to designate, within ten days after
the date that a valid Special Meeting Request is actually received by the
secretary (the "Delivery Date"), a date and time for a Stockholder Requested
Meeting, then such meeting shall be held at 2:00 p.m. local time on the 90th day
after the Meeting Record Date or, if such 90th day is not a Business Day (as
defined below), on the first preceding Business Day; and provided further that
in the event that the Board of Directors fails to designate a place for a
Stockholder Requested Meeting within ten days after the Delivery Date, then such
meeting shall be held at the principal executive office of the Corporation. In
fixing a date for any special meeting, the chairman of the Board of Directors,
the president, the chief executive officer or the Board of Directors may
consider such factors as he, she or it deems relevant within the good faith
exercise of business judgment, including, without limitation, the nature of the
matters to be considered, the facts and circumstances surrounding any request
for the meeting and any plan of the Board of Directors to call an annual meeting
or a special meeting. In the case of any Stockholder Requested Meeting, if the
Board of Directors fails to fix a Meeting Record Date that is a date within 30
days after the Delivery Date, then the close of business on the 30th day after
the Delivery Date shall be the Meeting Record Date. The Board of Directors may
revoke the notice for any Stockholder Requested Meeting in the event that the
requesting stockholders fail to comply with the provisions of paragraph (3) of
this Section 4(b).

          (5) If written revocations of requests for the special meeting have
been delivered to the secretary and the result is that stockholders of record
(or their agents duly authorized in writing), as of the Request Record Date,
entitled to cast less than the Special Meeting Percentage have delivered, and
not revoked, requests for a special meeting to the secretary, the secretary
shall: (i) if the notice of meeting has not already been mailed, refrain from
mailing the notice of the meeting and send to all requesting stockholders who
have not revoked such requests written notice of any revocation of a request for
the special meeting, or (ii) if the notice of meeting has been mailed and if the
secretary first sends to all requesting stockholders who have not revoked
requests for a special meeting written notice of any revocation of a request for
the special meeting and written notice of the secretary's intention to revoke
the notice of the meeting, revoke the notice of the meeting at any time before
ten days before the commencement of the meeting. Any request for a special
meeting received after a revocation by the secretary of a notice of a meeting
shall be considered a request for a new special meeting.

          (6) The Board of Directors, the chairman of the board, the president
or the chief executive officer may appoint independent inspectors of elections
to act as the agent of the Corporation for the purpose of promptly performing a
ministerial review of the validity of any purported Special Meeting Request
received by the secretary. For the purpose of permitting the inspectors to
perform such review, no such purported request shall be deemed to have been
delivered to the secretary until the earlier of (i) five Business Days after
receipt by the secretary of such purported request and (ii) such date as the
independent inspectors certify to the Corporation that the valid requests
received by the secretary represent at least the Special Meeting Percentage.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).

          (7) For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or other day on which banking institutions in
the State of New York are authorized or obligated by law or executive order to
close.

          Section 5. Quorum. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast one-third of all the votes
entitled to be cast at such meeting on any matter shall constitute a quorum,
except with respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the holders of
one-third of the shares of stock of each class required to vote as a class on
the matter shall constitute a quorum.

          The stockholders present either in person or by proxy, at a meeting
which has been duly called and convened, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum.

          This Section 5 shall not affect any requirement under any statute or
the charter of the Corporation (the "Charter") for the vote necessary for the
adoption of any measure.

          Section 6. Voting. When a quorum is present at any meeting, the
affirmative vote of a majority of the votes cast, or, with respect to any matter
requiring a class vote, the affirmative vote of a majority of the votes cast of
each class entitled to vote as a class on the matter, shall decide any question
brought before such meeting (except that directors may be elected by the
affirmative vote of a plurality of the votes cast), unless the question is one
upon which by express provision of the 1940 Act, or other statutes or rules or
orders of the Securities and Exchange Commission or any successor thereto or of
the Charter a different vote is required, in which case such express provision
shall govern and control the decision of such question.

          Section 7. Proxies. A stockholder may cast the votes entitled to be
cast by the shares of stock owned of record by the stockholder in person or by
proxy executed by the stockholder or by the stockholder's duly authorized agent
in any manner permitted by law. Such proxy or evidence of authorization of such
proxy shall be filed with the secretary of the Corporation before or at the
meeting. No proxy shall be valid more than eleven months after its date unless
otherwise provided in the proxy.

          Section 8. Organization and Conduct. Every meeting of stockholders
shall be conducted by an individual appointed by the Board of Directors to be
chairman of the meeting or, in the absence of such appointment, by the chairman
of the Board of Directors or, in the case of a vacancy in the office or absence
of the chairman of the Board of Directors, by one of the following officers
present at the meeting: the vice chairman of the Board of Directors, if there be
one, the president, the vice presidents, or secretary in their order of rank and
seniority, or, in the absence of such officers, a chairman chosen by the
stockholders by the vote of a majority of the votes cast by stockholders present
in person or by proxy. The secretary, or, in the secretary's absence, an
assistant secretary, or in the absence of both the secretary and assistant
secretaries, an individual appointed by the Board of Directors or, in the
absence of such appointment, an individual appointed by the chairman of the
meeting shall act as secretary. In the event that the secretary presides at a
meeting of the stockholders, an assistant secretary, or in the absence of
assistant secretaries, an individual appointed by the Board of Directors or the
chairman of the meeting, shall record the minutes of the meeting. The order of
business and all other matters of procedure at any meeting of stockholders shall
be determined by the chairman of the meeting. The chairman of the meeting may
prescribe such rules, regulations and procedures and take such action as, in the
discretion of such chairman, are appropriate for the proper conduct of the
meeting, including, without limitation, (a) restricting admission to the time
set for the commencement of the meeting; (b) limiting attendance at the meeting
to stockholders of record of the Corporation, their duly authorized proxies and
other such individuals as the chairman of the meeting may determine; (c)
limiting participation at the meeting on any matter to stockholders of record of
the Corporation entitled to vote on such matter, their duly authorized proxies
and other such individuals as the chairman of the meeting may determine; (d)
limiting the time allotted to questions or comments by participants; (e)
determining when the polls should be opened and closed; (f) maintaining order
and security at the meeting; (g) removing any stockholder or any other
individual who refuses to comply with meeting procedures, rules or guidelines as
set forth by the chairman of the meeting; and (h) concluding the meeting or
recessing or adjourning the meeting to a later date and time and at a place
announced at the meeting. Unless otherwise determined by the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

          Section 9. Record Date. Subject to Section 4 of this Article II, in
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, to express
consent to corporate action in writing without a meeting, or to receive payment
of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date which shall be not more than ninety days and, in the case
of a meeting of stockholders, not less than ten days prior to the date on which
the particular action requiring such determination of stockholders is to be
taken. In lieu of fixing a record date, the Board of Directors may provide that
the stock transfer books shall be closed for a stated period but not longer than
20 days. If the stock transfer books are closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of stockholders, such
books shall be closed for at least ten days before the date of such meeting.

          If no record date is fixed and the stock transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the directors,
declaring the dividend or allotment of rights, is adopted.

          When a determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, except when (i) the determination has
been made through the closing of the transfer books and the stated period of
closing has expired or (ii) the meeting is adjourned to a date more than 120
days after the record date fixed for the original meeting, in either of which
case a new record date shall be determined as set forth herein.

          Section 10. Inspectors of Election. The Board of Directors, in advance
of any meeting, may, but need not, appoint one or more individual inspectors or
one or more entities that designate individuals as inspectors to act at the
meeting or any adjournment thereof. If an inspector or inspectors are not
appointed, the person presiding at the meeting may, but need not, appoint one or
more inspectors. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the chairman of the
meeting. The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the number of shares present at the
meeting in person or by proxy, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. Each such report shall be in writing and signed by him or her
or by a majority of them if there is more than one inspector acting at such
meeting. If there is more than one inspector, the report of a majority shall be
the report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

          Section 11. Adjournment. Any meeting of the stockholders may be
adjourned from time to time, without notice other than by announcement at the
meeting at which the adjournment was taken. In the absence of a quorum, the
chairman of the meeting or the stockholders present in person or by proxy, by
majority of votes cast and without notice other than by announcement at the
meeting, may adjourn the meeting from time to time. At any adjourned meeting at
which a quorum shall be present, any action may be taken that could have been
taken at the meeting originally called. A meeting of the stockholders may not be
adjourned without further notice to a date more than 120 (one hundred and
twenty) days after the original record date determined pursuant to Section 9 of
this Article II.

          Section 12. Advance Notice of Stockholder Nominees For Director and
Other Stockholder Proposals.

          (a) Annual Meetings of Stockholders. (1) Nominations of individuals
for election to the Board of Directors and the proposal of other business to be
considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any stockholder of the Corporation who was
a stockholder of record both at the time of giving of notice by the stockholder
as provided for in this Section 12(a) and at the time of the annual meeting, who
is entitled to vote at the meeting and who has complied with this Section 12(a).

          (2) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 12, the stockholder must have given timely notice thereof in
writing to the secretary of the Corporation and such other business must
otherwise be a proper matter for action by the stockholders. In any year in
which an annual meeting of stockholders is to be held, to be timely, a
stockholder's notice shall set forth all information required under this Section
12 and shall be delivered to the secretary at the principal executive office of
the Corporation not earlier than the 150th day prior to the anniversary of the
Date of Mailing of the Notice (as defined herein) for the preceding annual
meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the
anniversary of the Date of Mailing of the Notice for the preceding annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced or delayed by more than 30 days from the anniversary of the
date of the preceding annual meeting, notice by the stockholder to be timely
must be so delivered not earlier than the 150th day prior to the date of such
annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the
120th day prior to the date of such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual meeting
shall not commence a new time period for the giving of a stockholder's notice as
described above. Such stockholder's notice shall set forth (i) as to each
individual whom the stockholder proposes to nominate for election or reelection
as a director, (A) the name, age, business address and residence address of such
individual, (B) the class, series and number of any shares of stock of the
Corporation that are beneficially owned by such individual, (C) the date such
shares were acquired and the investment intent of such acquisition, (D) whether
such stockholder believes any such individual is, or is not, an "interested
person" of the Corporation, as defined in the 1940 Act and information regarding
such individual that is sufficient, in the discretion of the Board of Directors
or any committee thereof or any authorized officer of the Corporation, to make
such determination and (E) all other information relating to such individual
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest (even if an election contest is not involved),
or is otherwise required, in each case pursuant to Regulation 14A (or any
successor provision) under the Exchange Act and the rules thereunder (including
such individual's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (ii) as to any other business
that the stockholder proposes to bring before the meeting, a description of such
business, the reasons for proposing such business at the meeting and any
material interest in such business of such stockholder and any Stockholder
Associated Person (as defined below), individually or in the aggregate,
including any anticipated benefit to the stockholder and the Stockholder
Associated Person therefrom; (iii) as to the stockholder giving the notice and
any Stockholder Associated Person, the class, series and number of all shares of
stock of the Corporation which are owned by such stockholder and by such
Stockholder Associated Person, if any, and the nominee holder for, and number
of, shares owned beneficially but not of record by such stockholder and by any
such Stockholder Associated Person; (iv) as to the stockholder giving the notice
and any Stockholder Associated Person covered by clauses (ii) or (iii) of this
paragraph (2) of this Section 12(a), the name and address of such stockholder,
as they appear on the Corporation's stock ledger and current name and address,
if different, and of such Stockholder Associated Person; and (v) to the extent
known by the stockholder giving the notice, the name and address of any other
stockholder supporting the nominee for election or reelection as a director or
the proposal of other business on the date of such stockholder's notice.

          (3) In any year an annual meeting of the stockholders is to be held,
notwithstanding anything in this subsection (a) of this Section 12 to the
contrary, in the event that the number of directors to be elected to the Board
of Directors is increased and there is no public announcement of such action at
least 130 days prior to the anniversary date of the mailing date of the notice
of the preceding annual meeting, a stockholder's notice required by this Section
12(a) shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if it shall be delivered to the
secretary at the principal executive office of the Corporation not later than
5:00 p.m., Eastern Time, on the tenth day following the day on which such public
announcement is first made by the Corporation.

          (4) For purposes of this Section 12, "Stockholder Associated Person"
of any stockholder shall mean (i) any person controlling, directly or
indirectly, or acting in concert with, such stockholder, (ii) any beneficial
owner of shares of stock of the Corporation owned of record or beneficially by
such stockholder and (iii) any person controlling, controlled by or under common
control with such Stockholder Associated Person.

          (b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting. Nominations of
individuals for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder of the
Corporation who is a stockholder of record both at the time of giving of notice
provided for in this Section 12 and at the time of the special meeting, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth in this Section 12. In the event the Corporation calls a special meeting
of stockholders for the purpose of electing one or more individuals to the Board
of Directors, any such stockholder may nominate an individual or individuals (as
the case may be) for election as a director as specified in the Corporation's
notice of meeting, if the stockholder's notice required by paragraph (2) of this
Section 12(a) shall be delivered to the secretary at the principal executive
office of the Corporation not earlier than the 150th day prior to such special
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th
day prior to such special meeting or the tenth day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. The
public announcement of a postponement or adjournment of a special meeting shall
not commence a new time period for the giving of a stockholder's notice as
described above.

          (c) General. (1) Upon written request by the secretary or the Board of
Directors or any committee thereof, any stockholder proposing a nominee for
election as a director or any proposal for other business at a meeting of
stockholders shall provide, within five Business Days of delivery of such
request (or such other period as may be specified in such request), written
verification, satisfactory, in the discretion of the Board of Directors or any
committee thereof or any authorized officer of the Corporation, to demonstrate
the accuracy of any information submitted by the stockholder pursuant to this
Section 12. If a stockholder fails to provide such written verification within
such period, the information as to which written verification was requested may
be deemed not to have been provided in accordance with this Section 12.

          (2) Only such individuals who are nominated in accordance with this
Section 12 shall be eligible for election by stockholders as directors, and only
such business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with this Section 12. The chairman of
the meeting shall have the power to determine whether a nomination or any other
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with this Section 12.

          (3) For purposes of this Section 12, (a) the "Date of Mailing of the
Notice" for the preceding annual meeting shall mean the date of the
Corporation's proxy statement released to stockholders in connection with the
preceding annual meeting and (b) "public announcement" shall mean disclosure (i)
in a press release reported by the Dow Jones News Service, Associated Press,
Business Wire, PR Newswire or comparable news service or (ii) in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to the Exchange Act or the 1940 Act.

          (4) Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 12. Nothing in this Section 12 shall be deemed
to affect any right of a stockholder to request inclusion of a proposal in, nor
the right of the Corporation to omit a proposal from, the Corporation's proxy
statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange
Act.

                                  ARTICLE III
                               Board of Directors

          Section 1. Number and Term. (a) The number of directors constituting
the entire Board of Directors may be increased or decreased from time to time by
the vote of a majority of the entire Board of Directors within the limits
permitted by law but at no time may be more than twenty; provided, however, the
tenure of office of a director in office at the time of any decrease in the
number of directors shall not be affected as a result thereof. Directors shall
be elected to hold office at the annual meeting of stockholders, except as
provided in Section 2 of this Article III, and each director shall hold office
until the next annual meeting of stockholders and until his or her successor is
elected and qualifies. Any director may resign at any time upon written notice
to the Corporation.

          (b) Qualifications. Directors need not be stockholders.

          Section 2. Vacancies and Newly-Created Directorships. Any vacancy
occurring in the Board of Directors for any cause other than by reason of an
increase in the number of directors may be filled by a majority of the remaining
members of the Board of Directors although such majority is less than a quorum.
Any vacancy occurring by reason of an increase in the number of directors may be
filled by a majority of the entire Board of Directors then in office. A director
elected by the Board of Directors to fill a vacancy shall be elected to hold
office until the next annual meeting of stockholders and until his or her
successor is elected and qualifies.

          Section 3. Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. All powers of
the Corporation may be exercised by or under the authority of the Board of
Directors except as conferred on or reserved to the stockholders by law, by the
Charter or these Bylaws.

          Section 4. Meetings. The Board of Directors may hold regular and
special meetings.

          Section 5. Regular Meetings. The Board of Directors may provide, by
resolution, the time and place for the holding of regular meetings of the Board
of Directors without other notice than such resolution.

          Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the chairman of the Board of
Directors, the chief executive officer, the president or by a majority of the
directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place for holding
any special meeting of the Board of Directors called by them. The Board of
Directors may provide, by resolution, the time and place for the holding of
special meetings of the Board of Directors without other notice than such
resolution.

          Section 7. Notice. Notice of any special meeting of the Board of
Directors shall be delivered personally or by telephone, electronic mail,
facsimile transmission, United States mail or courier to each director at his or
her business or residence address. Notice by personal delivery, telephone,
electronic mail or facsimile transmission shall be given at least 24 hours prior
to the meeting. Notice by United States mail shall be given at least three days
prior to the meeting. Notice by courier shall be given at least two days prior
to the meeting. Telephone notice shall be deemed to be given when the director
or his or her agent is personally given such notice in a telephone call to which
the director or his or her agent is a party. Electronic mail notice shall be
deemed to be given upon transmission of the message to the electronic mail
address given to the Corporation by the director. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the director and receipt of a
completed answer-back indicating receipt. Notice by United States mail shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. Notice by courier shall be deemed to be given when
deposited with or delivered to a courier properly addressed. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the Board of Directors need be stated in the notice, unless
specifically required by statute or these Bylaws.

          Section 8. Quorum. The greater of two or one-third of the directors
shall constitute a quorum for transaction of business at any meeting of the
Board of Directors, provided that, if less than a quorum of such directors are
present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and provided further that if,
pursuant to applicable law, the Charter or these Bylaws, the vote of a majority
of a particular group of directors is required for action, a quorum must also
include a majority of such group.

          The directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.

          Section 9. Voting. The action of the majority of the directors present
at a meeting at which a quorum is present shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable law, the Charter or these Bylaws. If enough directors have
withdrawn from a meeting to leave less than a quorum but the meeting is not
adjourned, the action of the majority of that number of directors necessary to
constitute a quorum at such meeting shall be the action of the Board of
Directors, unless the concurrence of a greater proportion is required for such
action by applicable law, the Charter or these Bylaws.

          Section 10. Organization. At each meeting of the Board of Directors,
the chairman of the Board of Directors or, in the absence of the chairman, the
vice chairman of the Board of Directors, if any, shall act as chairman of the
meeting. In the absence of both the chairman and vice chairman of the Board of
Directors, the chief executive officer or in the absence of the chief executive
officer, the president or in the absence of the president, a director chosen by
a majority of the directors present, shall act as chairman of the meeting. The
secretary or, in his or her absence, an assistant secretary of the Corporation,
or in the absence of the secretary and all assistant secretaries, a person
appointed by the chairman of the meeting, shall act as secretary of the meeting.

          Section 11. Telephone Meetings. Directors may participate in a meeting
by means of a conference telephone or other communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

          Section 12. Consent by Directors Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if a consent to such action is given in writing or
by electronic transmission by each director and is filed with the minutes of
proceedings of the Board of Directors.

          Section 13. Surety Bonds. Unless required by law, no director shall be
obligated to give any bond or surety or other security for the performance of
any of his or her duties.

          Section 14. Reliance. Each director, officer, employee and agent of
the Corporation shall, in the performance of his or her duties with respect to
the Corporation, be fully justified and protected with regard to any act or
failure to act in reliance in good faith upon the books of account or other
records of the Corporation, upon an opinion of counsel or upon reports made to
the Corporation by any of its officers or employees or by the adviser,
accountants, appraisers or other experts or consultants selected by the Board of
Directors or officers of the Corporation, regardless of whether such counsel or
expert may also be a director.

          Section 15. Fees and Expenses. The directors may be paid their
expenses of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors, a stated
salary as director or such other compensation as the Board of Directors may
approve. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.

                                   ARTICLE IV
                                   Committees

          Section 1. Number, Tenure and Qualifications. The Board of Directors
may appoint from among its members an Executive Committee and other committees,
composed of one or more directors and one or more alternate members as the Board
of Directors shall designate, to serve at the pleasure of the Board of
Directors.

          Section 2. Powers. The Board of Directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the Board of
Directors, except as prohibited by law.

          Section 3. Meetings. Notice of committee meetings shall be given in
the same manner as notice for special meetings of the Board of Directors. A
majority of the members or alternate members of the committees shall constitute
a quorum for the transaction of business at any meeting of the committee. The
act of a majority of the committee members or alternate members present at a
meeting shall be the act of such committee. The Board of Directors may designate
a chairman of any committee, and such chairman or, in the absence of a chairman,
any two members of any committee (if there are at least two members of the
Committee) may fix the time and place of its meeting unless the Board shall
otherwise provide. In the absence of any member of any such committee, the
members or alternate members thereof present at any meeting, whether or not they
constitute a quorum, may appoint another director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.

          Section 4. Telephone Meetings. Members or alternate members of a
committee of the Board of Directors may participate in a meeting by means of a
conference telephone or other communications equipment if all persons
participating in the meeting can hear each other at the same time. Participation
in a meeting by these means shall constitute presence in person at the meeting.

          Section 5. Consent by Committees without a Meeting. Any action
required or permitted to be taken at any meeting of a committee of the Board of
Directors may be taken without a meeting, if a consent in writing or by
electronic transmission to such action is given by each member or alternate
member of the committee and is filed with the minutes of proceedings of such
committee.

          Section 6. Vacancies. Subject to the provisions hereof, the Board of
Directors shall have the power at any time to change the membership of any
committee, to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                   ARTICLE V
                                Waiver of Notice

          Whenever any notice is required to be given under the provisions of
the statutes, of the Charter or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed the equivalent of notice and such
waiver shall be filed with the records of the meeting. Neither the business to
be transacted at nor the purpose of any meeting need be set forth in the waiver
of notice, unless specifically required by statute. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

                                   ARTICLE VI
                 Chairman of the Board of Directors and Officers

          Section 1. General. The officers of the Corporation shall include a
president, a secretary and a treasurer and may include a chief executive
officer, one or more vice presidents, a chief operating officer, a chief
financial officer, one or more assistant secretaries and one or more assistant
treasurers. In addition, the Board of Directors may from time to time elect such
other officers with such powers and duties as they shall deem necessary or
desirable. The officers of the Corporation shall be elected annually by the
Board of Directors, except that the chief executive officer or president may
from time to time appoint one or more vice presidents, assistant secretaries and
assistant treasurers or other officers. Any two or more offices except president
and vice president may be held by the same person. However, no officer shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law to be executed, acknowledged or verified by two or
more officers. Election of an officer or appointment of an agent shall not of
itself create contract rights between the Corporation and such officer or agent.

          Section 2. Tenure of Officers. Each officer shall hold his or her
office until his or her successor is elected and qualifies or until his or her
earlier resignation or removal as provided herein.

          Section 3. Removal and Resignation. Any officer of the Corporation may
resign at any time by giving written notice of his or her resignation to the
Board of Directors, the chairman of the Board of Directors, the president or the
secretary. Any resignation shall take effect immediately upon its receipt or at
such later time specified in the notice of resignation. The acceptance of a
resignation shall not be necessary to make it effective unless otherwise stated
in the resignation. Such resignation shall be without prejudice to the contract
rights, if any, of the Corporation. Any officer or agent of the Corporation may
be removed at any time by the Board of Directors if, in its judgment, the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

          Section 4. Chairman of the Board of Directors. The chairman of the
Board of Directors shall be designated by the Board of Directors and shall
preside at all meetings of the stockholders and of the Board of the Directors.
The chairman shall have such other duties and powers as may be determined by the
Board of Directors from time to time. The chairman shall not be an officer of
the Corporation except as otherwise determined by resolution of the Board of
Directors or amendment of these Bylaws.

          Section 5. President and Chief Executive Officer. The president shall,
in the absence of the chairman of the Board of Directors, preside at all
meetings of the stockholders or of the Board of Directors. The president or such
officer as has been determined by the Directors shall be the chief executive
officer. The president and/or chief executive officer shall have general
responsibility for implementation of the policies of the Corporation, as
determined by the Board of Directors, and for the management of the business and
affairs of the Corporation. He or she shall execute on behalf of the
Corporation, and may affix the seal or cause the seal to be affixed to, all
instruments requiring such execution except to the extent that signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

          Section 6. Vice Presidents. The vice presidents shall act under the
direction of the president and in the absence or disability of the president
shall perform the duties and exercise the powers of the president. They shall
perform such other duties and have such other powers as the president or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more executive vice presidents or may otherwise specify the
order of seniority of the vice presidents and, in that event, the duties and
powers of the president shall descend to the vice presidents in the specified
order of seniority.

          Section 7. Secretary. The secretary shall act under the direction of
the president. Subject to the direction of the president he or she shall attend
all meetings of the Board of Directors and all meetings of stockholders and
record the proceedings in a book to be kept for that purpose and shall perform
like duties for the committees designated by the Board of Directors when
required. He or she shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the president or the Board of
Directors. He or she shall keep in safe custody the seal of the Corporation and
shall affix the seal or cause it to be affixed to any instrument requiring it.

          Section 8. Assistant Secretaries. The assistant secretaries in the
order of their seniority, unless otherwise determined by the president or the
Board of Directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary. They shall perform
such other duties and have such other powers as the president or the Board of
Directors may from time to time prescribe.

          Section 9. Treasurer. The treasurer shall act under the direction of
the president. Subject to the direction of the president he or she shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He or she shall disburse the funds of the Corporation
as may be ordered by the president or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the president and the Board
of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his or her transactions as treasurer and of the
financial condition of the Corporation.

          Section 10. Assistant Treasurers. The assistant treasurers in the
order of their seniority, unless otherwise determined by the president or the
Board of Directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall perform
such other duties and have such other powers as the president or the Board of
Directors may from time to time prescribe.

                                  ARTICLE VII
                              Certificates of Stock

          Section 1. Certificates. Except as may be otherwise provided by the
Board of Directors, stockholders of the Corporation are not entitled to
certificates representing the shares of stock held by them. In the event that
the Corporation issues shares of stock represented by certificates, such
certificates shall be signed by the officers of the Corporation in the manner
permitted by the Maryland General Corporation Law (the "MGCL") and contain the
statements and information required by the MGCL. In the event that the
Corporation issues shares of stock without certificates, the Corporation shall
provide to record holders of such shares a written statement of the information
required by the MGCL to be included on stock certificates.

          Section 2. Transfers when Certificates Issued. Subject to any
determination of the Board of Directors pursuant to Section 1 of this Article,
upon surrender to the Corporation or the transfer agent of the Corporation of a
stock certificate duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

          Section 3. Replacement Certificate when Certificates Issued. Subject
to any determination of the Board of Directors pursuant to Section 1 of this
Article, the president, the secretary, the treasurer or any officer designated
by the Board of Directors may direct a new certificate to be issued in place of
any certificate previously issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing the
issuance of a new certificate, an officer designated by the Board of Directors
may, in his or her discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or the
owner's legal representative to advertise the same in such manner as he or she
or she shall require and/or to give bond, with sufficient surety, to the
Corporation to indemnify it against any loss or claim which may arise as a
result of the issuance of a new certificate.

          Section 4. Record Holders; Transfers Generally. The Corporation shall
be entitled to treat the holder of record of any share of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Maryland.

          Transfers of shares of any class of stock will be subject in all
respects to the Charter and all of the terms and conditions contained therein.

                                  ARTICLE VIII
                                  Miscellaneous

          Section 1. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for such other purpose as the Board of
Directors shall think conducive to the interest of the Corporation, and the
Board of Directors may modify or abolish any such reserve.

          Section 2. Dividends. Dividends upon the stock of the Corporation may,
subject to the provisions of the Charter and of applicable law, be authorized by
the Board of Directors and declared by the Corporation at any time.

          Section 3. Capital Gains Distributions. The amount and number of
capital gains distributions paid to the stockholders during each fiscal year
shall be determined by the Board of Directors. Each such payment shall be
accompanied by a statement as to the source of such payment, to the extent
required by law.

          Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

          Section 5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

          Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Maryland." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in another manner reproduced. Whenever the Corporation
is permitted or required to affix its seal to a document, it shall be sufficient
to meet the requirements of any law, rule or regulation relating to a seal to
place the word "(SEAL)" adjacent to the signature of the person authorized to
execute the document on behalf of the Corporation.

          Section 7. Insurance Against Certain Liabilities. The Corporation may
obtain liability insurance for its directors and officers to the extent
permitted by the 1940 Act.

                                   ARTICLE IX
                                 Indemnification

          To the maximum extent permitted by Maryland law in effect from time to
time, the Corporation shall indemnify and, without requiring a preliminary
determination of the ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any individual who is a present or former director or officer of the
Corporation and who is made or threatened to be made a party to the proceeding
by reason of his or her service in any such capacity or (b) any individual who,
while a director or officer of the Corporation and at the request of the
Corporation, serves or has served as a director, officer, partner or trustee of
another corporation, real estate investment trust, partnership, joint venture,
trust, employee benefit plan or other enterprise and who is made or threatened
to be made a party to the proceeding by reason of his or her service in any such
capacity. The Corporation may, with the approval of its Board of Directors or
any duly authorized committee thereof, provide such indemnification and advance
for expenses to a person who served a predecessor of the Corporation in any of
the capacities described in (a) or (b) above and to any employee or agent of the
Corporation or a predecessor of the Corporation. The termination of any claim,
action, suit or other proceeding involving any person, by judgment, settlement
(whether with or without court approval) or conviction or upon a plea of guilty
or nolo contendere, or its equivalent, shall not create a presumption that such
person did not meet the standards of conduct required for indemnification or
payment of expenses to be required or permitted under Maryland law, these Bylaws
or the Charter. Any indemnification or advance of expenses made pursuant to this
Article shall be subject to applicable requirements of the 1940 Act. The
indemnification and payment of expenses provided in these Bylaws shall not be
deemed exclusive of or limit in any way other rights to which any person seeking
indemnification or payment of expenses may be or may become entitled under any
bylaw, regulation, insurance, agreement or otherwise.

          Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the Bylaws or Charter inconsistent with this
Article, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.

                                   ARTICLE X
                                   Amendments

          The Board of Directors shall have the exclusive power to make, alter
and repeal Bylaws of the Corporation.


00250 0451 645983

EX-99.H

                                     FORM OF

                         EXPENSE LIMITATION UNDERTAKING

                        ALLIANCE CAPITAL MANAGEMENT L.P.
                           1345 Avenue of the Americas
                            New York, New York 10105

                                                                     May 1, 2004

ALLIANCEBERNSTEIN VARIABLE
PRODUCTS SERIES FUND, INC.
1345 Avenue of The Americas
New York, New York 10105

Dear Sirs:

          Alliance Capital Management L.P. herewith undertakes that for the
Expense Limitation Period, as defined below, we shall cause the aggregate
operating expenses of every character incurred by your AllianceBernstein Wealth
Appreciation Strategy Portfolio and AllianceBernstein Balanced Wealth Strategy
Portfolio (each a "Portfolio" and together the "Portfolios") to be limited to
1.20% and 1.45% of your aggregate average daily net assets for Classes A and B
of each Portfolio, respectively (the "Limitation"). To determine the amount of a
Portfolio's expenses in excess of the Limitation, the amount of allowable
fiscal-year-to-date expenses shall be computed daily by prorating the Limitation
based on the number of days elapsed within the fiscal year of the Portfolio (the
"Prorated Limitation"). The Prorated Limitation shall be compared to the
expenses of the Portfolio recorded through the current day in order to produce
the allowable expenses to be recorded and accrued for the Portfolio current day
(the "Allowable Expenses"). If the expenses of a Portfolio for the current day
exceed the Allowable Expenses, we shall be responsible for such excess and will
for the current day (i) reduce our advisory fees and/or (ii) reimburse the Fund
accordingly.

          For purposes of this Undertaking, the Expense Limitation Period shall
mean the period commencing on the date hereof and terminating on May 1, 2006.
The Expense Limitation Period and the Undertaking given hereunder will
automatically be extended for additional one-year terms unless we provide you
with at least 60 days' notice prior to the end of any Expense Limitation Period,
of our determination not to extend this Undertaking beyond its then current
term.

          We understand and intend that you will rely on this Undertaking in
preparing and filing a Registration Statement for the Portfolios on Form N-1A
with the Securities and Exchange Commission, in accruing each Portfolio's
expenses for purposes of calculating its net asset value per share and for other
purposes and expressly permit you to do so.

                                              Very truly yours,

                                              ALLIANCE CAPITAL MANAGEMENT L.P.

                                              By: Alliance Capital Management
                                                  Corporation, its general
                                                  partner

                                              By: /s/
                                                  ---------------------------

00250 0292 609543

EX-99

                                POWER OF ATTORNEY


          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
respective Registration Statements, and any amendments thereto, on Form N-1A of

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Greater China '97 Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                      /s/ David H. Dievler
                                                      --------------------
                                                           David H. Dievler

Dated: February 9, 2006



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
respective Registration Statements, and any amendments thereto, on Form N-1A of

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                      /s/ John H. Dobkin
                                                      ------------------
                                                          John H. Dobkin


Dated: February 9, 2006



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
respective Registration Statements, and any amendments thereto, on Form N-1A of

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Greater China '97 Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.





                                                      /s/ William H. Foulk, Jr.
                                                      -------------------------
                                                          William H. Foulk, Jr.


Dated: February 9, 2006



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
Registration Statement, and any amendments thereto, on Form N-1A of

-AllianceBernstein Exchange Reserves
-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                      /s/ D. James Guzy
                                                      -----------------
                                                          D. James Guzy


Dated:  February 9, 2006



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
respective Registration Statements, and any amendments thereto, on Form N-1A of

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                      /s/ Marc O. Mayer
                                                      -----------------
                                                          Marc O. Mayer

Dated: February 9, 2006



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
Registration Statement, and any amendments thereto, on Form N-1A of

-AllianceBernstein Exchange Reserves
-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.


                                                   /s/ Marshall C. Turner, Jr.
                                                   ---------------------------
                                                       Marshall C. Turner, Jr.


Dated:  February 9, 2006



                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Mark R. Manley, Marc
O. Mayer, Andrew L. Gangolf, Emilie D. Wrapp, Joseph J. Bertini, Stephen J.
Laffey and Christina Morse and each of them, to act severally as
attorney-in-fact and agent, with power of substitution and resubstitution, for
the undersigned in any and all capacities, solely for the purpose of signing the
respective Registration Statements, and any amendments thereto, on Form N-1A of

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Emerging Market Debt Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Focused Growth & Income Fund, Inc.
-AllianceBernstein Global Government Income Trust, Inc.
-AllianceBernstein Global Health Care Fund, Inc.
-AllianceBernstein Global Research Growth Fund, Inc.
-AllianceBernstein Global Strategic Income Trust, Inc.
-AllianceBernstein Global Technology Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Yield Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein Institutional Reserves, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein International Research Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Mid-Cap Growth Fund, Inc.
-AllianceBernstein Multi-Market Strategy Trust, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Real Estate Investment Fund, Inc.
-AllianceBernstein Trust
-AllianceBernstein Utility Income Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.



                                                      /s/ Michael J. Downey
                                                      ---------------------
                                                          Michael J. Downey


Dated: February 9, 2006


00250 0157 643146

COVER

                               SEWARD & KISSEL LLP
                               1200 G Street, N.W.
                                    Suite 350
                              Washington, DC 20005

                            Telephone: (202) 737-8833
                            Facsimile: (202) 737-5184




                                         March 1, 2006



Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

   Re:  AllianceBernstein Variable Products Series Fund, Inc.
            - AllianceBernstein Americas Government Income Portfolio
            - AllianceBernstein Balanced Shares Portfolio
            - AllianceBernstein Balanced Wealth Strategy Portfolio
            - AllianceBernstein Global Bond Portfolio
            - AllianceBernstein Global Dollar Government Portfolio
            - AllianceBernstein Global Research Growth Portfolio
            - AllianceBernstein Global Technology Portfolio
            - AllianceBernstein Growth and Income Portfolio
            - AllianceBernstein Growth Portfolio
            - AllianceBernstein High Yield Portfolio
            - AllianceBernstein International Growth Portfolio
            - AllianceBernstein International Research Growth Portfolio
            - AllianceBernstein International Value Portfolio
            - AllianceBernstein Large Cap Growth Portfolio
            - AllianceBernstein Money Market Portfolio
            - AllianceBernstein Real Estate Investment Portfolio
            - AllianceBernstein Small Cap Growth Portfolio
            - AllianceBernstein Small/Mid Cap Value Portfolio
            - AllianceBernstein U.S. Government/High Grade Securities Portfolio
            - AllianceBernstein U.S. Large Cap Blended Style Portfolio
            - AllianceBernstein Utility Income Portfolio
            - AllianceBernstein Value Portfolio
            - AllianceBernstein Wealth Appreciation Strategy Portfolio
          File Nos. 33-18647 and 811-5398
          -------------------------------

Dear Sir or Madam:

          Pursuant to Rule 485(a) under the Securities Act of 1933, we are
filing Post-Effective Amendment No. 41 under the Securities Act of 1933 and
Amendment No. 42 under the Investment Company Act of 1940 to the Registration
Statement on Form N-1A of the above referenced funds (the "Funds"). We are
making this filing for the following purposes:

          (1) to revise the risk/return summary, principal risks disclosure and
disclosure responding to Item 4 of Form N-1A in order to streamline and simplify
the disclosure;

          (2) to revise the disclosure concerning certain of the Funds'
fundamental and non-fundamental investment policies so that the disclosure
reflects the changes to the Funds' policies recently approved by the Funds'
Board of Directors and, where necessary, submitted to shareholders for approval;
and

          (3) in response to a Staff comment to a previous submission for
another AllianceBernstein Mutual Fund, to move the "Hypothetical Investment and
Expense Information" from immediately following the "Fees and Expenses of the
Fund" to an appendix at the end of the prospectus.

          Disclosure other than that described above contained in the Funds'
prospectus and statement of additional information is substantially the same as
the disclosure previously reviewed by the staff of the Securities and Exchange
Commission. Accordingly, we ask for selective review of Post-Effective Amendment
No. 41.

          Please direct any comments or questions to Kathleen K. Clarke or the
undersigned at (202) 737-8833. Sincerely,


                                        /s/ Young Seo
                                        -------------
                                            Young Seo



Attachment

cc:  Kathleen K. Clarke

SK 00250 0157 647480