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ALLIANCEBERNSTEIN
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ALLIANCEBERNSTEIN BOND FUNDS ("Bond Funds")
  - High Income Fund
  - Intermediate Bond Portfolio
  - Global Bond Fund
  - Limited Duration High Income Portfolio
  - Unconstrained Bond Fund

ALLIANCEBERNSTEIN CORPORATE SHARES ("Corporate Shares")
  - AllianceBernstein Corporate Income Shares
  - AllianceBernstein Municipal Income Shares
  - AllianceBernstein Taxable Multi-Sector Income Shares
  - AllianceBernstein Tax-Aware Real Return Income Shares

AllianceBernstein Dynamic All Market Fund ("DAMF")
AllianceBernstein Emerging Markets Multi-Asset Portfolio ("EMMA")
AllianceBernstein Global Real Estate Investment Fund II ("GREIF")

ALLIANCEBERNSTEIN INFLATION STRATEGIES ("Inflation Strategies")
  - Bond Inflation Strategy
  - Municipal Bond Inflation Strategy
  - Real Asset Strategy

ALLIANCEBERNSTEIN MUNICIPAL INCOME PORTFOLIOS ("Municipal Portfolios")
  - National Portfolio
  - High Income Municipal Portfolio
  - Arizona Portfolio
  - California Portfolio
  - Massachusetts Portfolio
  - Michigan Portfolio
  - Minnesota Portfolio
  - New Jersey Portfolio
  - New York Portfolio
  - Ohio Portfolio
  - Pennsylvania Portfolio
  - Virginia Portfolio

ALLIANCEBERNSTEIN RETIREMENT STRATEGIES ("Retirement Strategies")
  - 2000 Retirement Strategy
  - 2005 Retirement Strategy
  - 2010 Retirement Strategy
  - 2015 Retirement Strategy
  - 2020 Retirement Strategy
  - 2025 Retirement Strategy
  - 2030 Retirement Strategy
  - 2035 Retirement Strategy
  - 2040 Retirement Strategy
  - 2045 Retirement Strategy
  - 2050 Retirement Strategy
  - 2055 Retirement Strategy

ALLIANCEBERNSTEIN VALUE FUNDS ("Value Funds")
  - Value Fund
  - Growth and Income Fund
  - Equity Income Fund
  - Core Opportunities Fund
  - Discovery Value Fund
  - Global Value Fund
  - Global Real Estate Investment Fund
  - International Value Fund
  - Global Risk Allocation Fund

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. ("Variable Products")
  - Intermediate Bond Portfolio
  - Large Cap Growth Portfolio
  - Growth and Income Portfolio
  - Growth Portfolio
  - International Growth Portfolio
  - Global Thematic Growth Portfolio
  - Small Cap Growth Portfolio
  - Real Estate Investment Portfolio
  - International Value Portfolio
  - Small/Mid Cap Value Portfolio
  - Value Portfolio
  - Balanced Wealth Strategy Portfolio
  - Dynamic Asset Allocation Portfolio

THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS ("Pooling Portfolios")
  - U.S. Value Portfolio
  - U.S. Large Cap Growth Portfolio
  - International Value Portfolio
  - International Growth Portfolio
  - Short Duration Bond Portfolio
  - Global Core Bond Portfolio
  - Bond Inflation-Protection Portfolio
  - High-Yield Portfolio
  - Small-Mid Cap Value Portfolio
  - Small-Mid Cap Growth Portfolio
  - Multi-Asset Real Return Portfolio
  - Volatility Management Portfolio

ALLIANCEBERNSTEIN WEALTH STRATEGIES ("Wealth Strategies")
  - Wealth Appreciation Strategy
  - Balanced Wealth Strategy
  - Conservative Wealth Strategy
  - Tax-Managed Wealth Appreciation Strategy
  - Tax-Managed Balanced Wealth Strategy
  - Tax-Managed Conservative Wealth Strategy

Supplement dated November 7, 2013 to the Statement of Additional Information
("SAI") dated January 31, 2013 (and amended August 26, 2013) and October 15,
2013 of Bond Funds, the SAI dated August 30, 2013 of Corporate Shares, the SAI
dated July 1, 2013 of DAMF, the SAI dated July 31, 2013 of EMMA, the SAI dated
January 31, 2013 of GREIF, the SAI dated January 31, 2013 of Inflation
Strategies, the SAI dated January 31, 2013 of Municipal Portfolios, the SAI
dated December 31, 2012 of Pooling Portfolios, the SAI dated December 31, 2012
of Retirement Strategies, the SAI dated March 1, 2013 and October 15, 2013 of
Value Funds, the SAI dated May 1, 2013 (and amended June 3, 2013) of Variable
Products and the SAI dated December 31, 2012 of Wealth Strategies. Each of the
funds listed above is hereinafter referred to as a "Fund" or, collectively, the
"Funds".

                                   * * * * *

The following changes are made to the section titled "Additional Investment
Policies and Practices".

   o  Under the sub-section titled "Derivatives", the second sentence of the
      second paragraph is revised as follows:

Derivatives include listed and cleared transactions where the Fund's derivative
trade counterparty is an exchange or clearinghouse and non-cleared bilateral
"over-the-counter" ("OTC") transactions, where the Fund's derivative trade
counterparty is a financial institution. Exchange-traded or cleared derivatives
transactions tend to be more liquid and subject to less counterparty credit risk
than those that are privately negotiated.

   o  In the sub-section titled "Swaps" the first paragraph is revised to read
      as follows:

            Swaps. A swap is an agreement that obligates two parties to exchange
a series of cash flows at specified intervals (payment dates) based upon or
calculated by reference to changes in specified prices or rates (interest rates
in the case of interest rate swaps, currency exchange rates in the case of
currency swaps) for a specified amount of an underlying asset (the "notional"
principal amount). Most swaps are entered into on a net basis (i.e., the two
payment streams are netted out, with the Funds receiving or paying, as the case
may be, only the net amount of the two payments). Generally, the notional
principal amount is used solely to calculate the payment streams but is not
exchanged. Certain standardized swaps, including certain interest rate swaps and
credit default swaps, are (or soon will be) subject to mandatory central
clearing. Cleared swaps are transacted through futures commission merchants
("FCMs") that are members of central clearinghouses with the clearinghouse
serving as central counterparty, similar to transactions in futures contracts.
Funds post initial and variation margin to support their obligations under
cleared swaps by making payments to their clearing member FCMs. Central clearing
is expected to reduce counterparty credit risks and increase liquidity, but
central clearing does not make swap transactions risk free. Centralized clearing
will be required for additional categories of swaps on a phased-in basis based
on Commodity Futures Trading Commission ("CFTC") approval of contracts for
central clearing. Bilateral swap agreements are two-party contracts entered into
primarily by institutional investors and are not cleared through a third party.

      o     In the sub-section titled "Risks of Derivatives" or "Risks of
            Governmental Regulation of Derivatives" or "Risks of Derivatives and
            Other Regulatory Issues" the following paragraphs are revised and
            supplemented as follows:

            --CREDIT RISK. This is the risk that a loss may be sustained by a
            Fund as a result of the failure of another party to a derivative
            (usually referred to as a "counterparty") to comply with the terms
            of the derivative contract. The credit risk for derivatives traded
            on an exchange or through a clearinghouse is generally less than for
            uncleared OTC derivatives, since the exchange or clearinghouse,
            which is the issuer or counterparty to each 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 uncleared
            OTC derivatives, there is no similar clearing agency guarantee.
            Therefore, a Fund considers the creditworthiness of each
            counterparty to an uncleared OTC derivative in evaluating potential
            credit risk.

            --COUNTERPARTY RISK. The value of an OTC derivative will depend on
            the ability and willingness of a Fund's counterparty to perform its
            obligations under the transaction. If the counterparty defaults, a
            Fund will have contractual remedies but may choose not to enforce
            them to avoid the cost and unpredictability of legal proceedings. In
            addition, if a counterparty fails to meet its contractual
            obligations, a Fund could miss investment opportunities or otherwise
            be required to retain investments it would prefer to sell, resulting
            in losses for the Fund. Participants in OTC derivatives markets
            generally are not subject to the same level of credit evaluation and
            regulatory oversight as are exchanges or clearinghouses. As a
            result, OTC derivatives generally expose a Fund to greater
            counterparty risk than derivatives traded on an exchange or through
            a clearinghouse.

                  New regulations affecting derivatives transactions now, or
            will soon, require certain standardized derivatives, including many
            types of swaps, to be subject to mandatory central clearing. Under
            these new requirements, a central clearing organization will be
            substituted as the counterparty to each side of the derivatives
            transaction. Each party to derivatives transactions will be required
            to maintain its positions with a clearing organization through one
            or more clearing brokers. Central clearing is expected to reduce,
            but not eliminate, counterparty risk. A Fund will be subject to the
            risk that its clearing member or clearing organization will itself
            be unable to perform its obligations.

            --REGULATORY RISK. The U.S. Government is in the process of adopting
            and implementing additional regulations governing derivatives
            markets, including clearing as discussed above, margin, reporting
            and registration requirements. While the full extent and cost of
            these regulations is currently unclear, these regulations could,
            among other things, restrict a Fund's ability to engage in
            derivatives transactions and/or increase the cost of such
            derivatives transactions (through increased margin or capital
            requirements). In addition, Congress, various exchanges and
            regulatory and self-regulatory authorities have undertaken reviews
            of options and futures trading in light of market volatility. Among
            the actions that have been taken or proposed to be taken are new
            limits and reporting requirements for speculative positions new or
            more stringent daily price fluctuation limits for futures and
            options transactions, and increased margin requirements for various
            types of futures transactions. These regulations and actions may
            adversely affect the instruments in which a Fund invests and its
            ability to execute its investment strategy.


   o  The paragraph titled: "Currency Swaps" is revised as follows:

            CURRENCY SWAPS. A Fund may enter into currency swaps for hedging
purposes in an attempt to protect against adverse changes in exchange rates
between the U.S. Dollar and other currencies or for non-hedging purposes as a
means of making direct investments in foreign currencies, as described below
under "Currency Transactions". Currency swaps involve the exchange by the Fund
with another party of a series of payments in specified currencies. Currency
swaps may involve the exchange of actual principal amounts of currencies by the
counterparties at the initiation and again upon termination of the transaction.
Currency swaps may be bilateral and privately negotiated, with the Fund
expecting to achieve an acceptable degree of correlation between its portfolio
investments and its currency swaps positions. The Funds will not enter into any
currency swap unless the credit quality of the unsecured senior debt or the
claims-paying ability of the counterparty thereto is rated in the highest
short-term rating category of at least one nationally recognized statistical
rating organization ("NRSRO") at the time of entering into the transaction.

   o  In the paragraph titled: "Swaps: Interest Rate Transactions", the fifth
      paragraph is revised as follows:

            Caps and floors are less liquid than swaps. These transactions do
not involve the delivery of securities or other underlying assets or principal.
A Fund will enter into bilateral swap agreements, including interest rate swap,
swaptions, cap or floor transactions only with counterparties who have credit
ratings of at least A- (or the equivalent) from any one NRSRO or counterparties
with guarantors with debt securities having such a rating. For cleared interest
rate swaps, the Adviser will monitor the creditworthiness of each of the central
clearing counterparty, clearing broker and executing broker but there will be no
prescribed NRSRO rating requirements for these entities.

   o  The paragraph titled "Special Risks Associated with Swaps" is revised as
      follows:

            --Special Risks Associated with Swaps. Risks may arise as a result
of the failure of the counterparty to a bilateral swap contract to comply with
the terms of the swap contract. The loss incurred by the failure of a
counterparty is generally limited to the net interim payment to be received by a
Fund, and/or the termination value at the end of the contract. Therefore, the
Fund considers the creditworthiness of the counterparty to a bilateral swap
contract. The risk is mitigated by having a netting arrangement between the Fund
and the counterparty and by the posting of collateral by the counterparty to the
Fund to cover the Fund's exposure to the counterparty. Certain standardized
swaps, including interest rate swaps and credit default swaps, are, or soon will
be subject to mandatory central clearing. Central clearing is expected, among
other things, to reduce counterparty credit risk, but does not eliminate it
completely.

            Additionally, risks may arise from unanticipated movements in
interest rates or in the value of the underlying securities. The Fund accrues
for the changes in value on swap contracts on a daily basis, with the net amount
recorded within unrealized appreciation/depreciation of swap contracts on the
statement of assets and liabilities. Once the interim payments are settled in
cash, the net amount is recorded as realized gain/(loss) on swaps on the
statement of operations, in addition to any realized gain/(loss) recorded upon
the termination of swap contracts. Fluctuations in the value of swap contracts
are recorded as a component of net change in unrealized appreciation/
depreciation of swap contracts on the statement of operations.