Sanford C. Bernstein Fund, Inc.



TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                                    Page
SUMMARY INFORMATION................................................................   4
INTERNATIONAL PORTFOLIO............................................................   4
SHORT DURATION PLUS PORTFOLIO......................................................   8
INTERMEDIATE DURATION PORTFOLIO....................................................  13
ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS.............  17
  Making Investment Decisions for the Portfolios...................................  17
  Principal Investment Risks of the Portfolios.....................................  18
ADDITIONAL INVESTMENT INFORMATION, SPECIAL INVESTMENT TECHNIQUES AND RELATED RISKS.  21
  Additional Risk Considerations...................................................  29
INVESTING IN THE PORTFOLIOS........................................................  31
  Participating in Your Plan.......................................................  31
  Frequent Purchases and Redemptions of Portfolio Shares...........................  31
  How the Portfolios Value Their Shares............................................  32
MANAGEMENT OF THE PORTFOLIOS.......................................................  34
DIVIDENDS, DISTRIBUTIONS AND TAXES.................................................  38
GLOSSARY OF INVESTMENT TERMS.......................................................  39
FINANCIAL HIGHLIGHTS...............................................................  40



SUMMARY INFORMATION
--------------------------------------------------------------------------------

INTERNATIONAL PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE:
The Portfolio's investment objective is to provide long-term capital growth
through investments in equity securities of established foreign companies
comprising the Morgan Stanley Capital International ("MSCI") EAFE Index, plus
Canada.

FEES AND EXPENSES OF THE PORTFOLIO:
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (fees paid directly from your investment)

                                                                                INTERNATIONAL
                                                                                    CLASS
---------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)                                                 None
---------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of offering price or redemption proceeds, whichever is lower)      None
---------------------------------------------------------------------------------------------
Redemption Fee
(as a percentage of amount redeemed)                                                None
---------------------------------------------------------------------------------------------
Exchange Fee                                                                        None
---------------------------------------------------------------------------------------------
Maximum Account Fee                                                                 None

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)

                                                      INTERNATIONAL
                                                          CLASS
            -------------------------------------------------------
            Management Fees                                .89%
            Distribution and/or Service (12b-1) Fees       None
            Other Expenses:
              Shareholder Servicing                        .25%
              Other Expenses                               .05%
                                                          -----
            Total Other Expenses                           .30%
                                                          -----
            Total Portfolio Operating Expenses            1.19%
                                                          =====
            -------------------------------------------------------

EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs as reflected in the Examples would
be:

                                         INTERNATIONAL
                                             CLASS
                         -----------------------------
                         After 1 Year       $  121
                         After 3 Years      $  378
                         After 5 Years      $  654
                         After 10 Years     $1,443
                         -----------------------------

PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs and may result in higher taxes when
shares are held in a taxable account. These transaction costs, which are not
reflected in the Annual Portfolio Operating Expenses or in the Examples, affect
the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 91% of the average value of its
portfolio.

4




PRINCIPAL STRATEGIES:
The Portfolio invests primarily in equity securities of issuers in countries
that make up the MSCI EAFE Index (Europe, Australasia and the Far East) and
Canada. AllianceBernstein L.P., the Portfolio's investment manager (the
"Manager"), diversifies the Portfolio among many foreign countries, but not
necessarily in the same proportion that the countries are represented in the
MSCI EAFE Index. Under normal circumstances, the Manager will invest in
companies in at least three countries (and normally substantially more) other
than the United States. The Manager also diversifies the Portfolio's investment
portfolio between growth and value equity investment styles. The Manager
selects international growth and international value equity securities based on
its fundamental growth and value investment disciplines to produce a blended
portfolio. Within each investment discipline, the Manager draws on the
capabilities of separate investment teams. The Portfolio is managed without
regard to tax considerations.

The Portfolio's international growth stocks are selected using the Manager's
international growth investment discipline. The international growth investment
team selects stocks using a process that seeks to identify companies with
strong management, superior industry positions and superior earnings-growth
prospects.

The Portfolio's international value stocks are selected using the fundamental
international value investment discipline of the Manager's Bernstein unit
("Bernstein"). In selecting stocks for the Portfolio, Bernstein's international
value investment team looks for stocks that are attractively priced relative to
their future earnings power and dividend-paying capability.

Normally, approximately 50% of the value of the Portfolio will consist of
international value stocks and 50% will consist of international growth stocks.
The Manager will rebalance the Portfolio as necessary to maintain this targeted
allocation. Depending on market conditions, however, the actual weightings of
securities from each investment discipline in the Portfolio may vary within a
range. In extraordinary circumstances, when research determines conditions
favoring one investment style are compelling, the range may be 40%-60% before
rebalancing occurs. Prior to September 2, 2003, 100% of the value of the
Portfolio consisted of international value stocks.

The Portfolio will invest primarily in common stocks but may also invest in
preferred stocks, warrants and convertible securities of foreign issuers,
including sponsored or unsponsored American Depositary Receipts ("ADRs") and
Global Depositary Receipts ("GDRs"). The Portfolio may enter into foreign
currency transactions for hedging and non-hedging purposes on a spot (i.e.,
cash) basis or through the use of derivatives transactions, such as forward
currency exchange contracts, currency futures and options thereon, and options
on currencies. The Portfolio will generally invest in foreign-currency futures
contracts or foreign-currency forward contracts with terms of up to one year.
The Portfolio will also purchase foreign currency for immediate settlement in
order to purchase foreign securities. In addition, the Portfolio will generally
invest a portion of their uncommitted cash balances in futures contracts to
expose that portion of the Portfolio to the equity markets. The Portfolio may
also make investments in less developed or emerging equity markets.

The Portfolio is managed without regard to potential tax consequences to the
shareholder. It is particularly appropriate for investors, such as pension
plans and IRAs, not subject to current federal income taxation.

PRINCIPAL RISKS:
.  The share price of the Portfolio will fluctuate and you may lose money.
   There is no guarantee that the Portfolio will achieve its investment
   objective.

.  FOREIGN (NON-U.S.) SECURITIES RISK: Investments in foreign securities entail
   significant risks in addition to those customarily associated with investing
   in U.S. securities. These risks include risks related to adverse markets,
   economic, political and regulatory factors and social instability, all of
   which could disrupt the financial markets in which the Portfolio invests and
   adversely affect the value of the Portfolio's assets.

.  MARKET RISK: The Portfolio is subject to market risk, which is the risk that
   stock prices in general may decline over short or extended periods. Equity
   and debt markets around the world have experienced unprecedented volatility,
   and these market conditions may continue or get worse. This financial
   environment has caused a significant decline in the value and liquidity of
   many investments, and could make identifying investment risks and
   opportunities especially difficult.

.  ALLOCATION RISK: This is the risk that, by combining the growth and value
   styles, returns may be lower over any given time period than if the
   Portfolio had owned only the equity style that performed better during that
   period.

.  FOREIGN CURRENCY RISK: This is the risk that changes in foreign (non-U.S.)
   currency exchange rates may negatively affect the value of the Portfolio's
   investments or reduce the returns of the Portfolio. For example, the value
   of the Portfolio's investments in foreign stocks and foreign currency
   positions may decrease if the U.S. Dollar is strong (i.e., gaining value
   relative to other currencies) and other currencies are weak (i.e., losing
   value relative to the U.S. Dollar).

.  EMERGING MARKETS SECURITIES RISK: The risks of investing in foreign
   (non-U.S.) securities are heightened with respect to issuers in
   emerging-market countries, because the markets are less developed and less
   liquid and there is an even greater amount of economic, political and social
   uncertainty.

                                                                             5




.  DERIVATIVES RISK: The Portfolio may use derivatives as direct investments to
   earn income, enhance return and broaden portfolio diversification, which
   entail greater risk than if used solely for hedging purposes. In addition to
   other risks such as the credit risk of the counterparty, derivatives may be
   illiquid, difficult to price and leveraged so that small changes may produce
   disproportionate losses for the Portfolio. Assets required to be set aside
   or posted to cover or secure derivatives positions may themselves go down in
   value, and these collateral and other requirements may limit investment
   flexibility.

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

BAR CHART AND PERFORMANCE INFORMATION:
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

.  how the Portfolio's performance changed from year to year over the life of
   the Portfolio; and

.  how the Portfolio's average annual returns for one and five years and over
   the life of the Portfolio compare to those of a broad-based securities
   market index.

You may obtain updated performance information for the Portfolio at
www.bernstein.com (click on "Updated Mutual Fund Performance").

The 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.

BAR CHART
The annual returns in the bar chart are for the Portfolio's International Class
shares.

                                  [CHART]

 2001    2002    2003    2004    2005    2006   2007     2008    2009
-----   -----   -----   -----   -----   -----  -----    -----   -----
-12.92  -8.84   39.35   18.48   14.67   24.21   9.15   -48.98   26.25

                             Calendar Year End (%)

During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 24.94%, 2ND QUARTER, 2003; AND WORST QUARTER WAS DOWN
-24.89%, 3RD QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)

                                                                                       1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------------------------------------
International Class  Return Before Taxes                                               26.25%  0.03%   2.45%
                     ----------------------------------------------------------------- ------ ------- --------
                     Return After Taxes on Distributions                               26.18% -0.88%   1.22%
                     ----------------------------------------------------------------- ------ ------- --------
                     Return After Taxes on Distributions and Sale of Portfolio Shares  17.79%  0.37%   1.81%
--------------------------------------------------------------------------------------------------------------
MSCI EAFE Index
(reflects no deduction for fees, expenses, or taxes)                                   31.78%  3.54%   1.17%
--------------------------------------------------------------------------------------------------------------

After-tax returns are an estimate, which is based on the highest historical
individual federal marginal income-tax rates, and do not reflect the impact of
state and local taxes; actual after-tax returns depend on an individual
investor's tax situation and are likely to differ from those shown, and are not
relevant to investors who hold Portfolio shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.

6

INVESTMENT MANAGER:
AllianceBernstein L.P. is the investment manager for the Portfolio.

PORTFOLIO MANAGERS:
The following table lists the persons responsible for day-to-day management of
the Portfolio:

EMPLOYEE LENGTH OF SERVICE TITLE
--------------------------------------------------------------------------------------------------------------------
Thomas J. Fontaine Since 2009 Senior Vice President of the Manager

Dokyoung Lee Since 2008 Senior Vice President of the Manager

Joshua B. Lisser Since inception Senior Vice President of the Manager

Seth J. Masters Since inception Executive Vice President of the
Manager

Patrick J. Rudden Since 2009 Senior Vice President of the Manager

PURCHASE AND SALE OF PORTFOLIO SHARES:
The minimum initial investment in the Portfolio is $25,000. There is no minimum
amount for subsequent investments in the same Portfolio. You may sell (redeem)
your shares each day the New York Stock Exchange is open. You may sell your
shares by sending a request to Sanford C. Bernstein & Co., LLC ("Bernstein
LLC").

TAX INFORMATION:
The Portfolio intends to distribute dividends and/or distributions that may be
taxed as ordinary income or capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES:
If you purchase shares of the Portfolio through a broker-dealer or other
financial intermediary (such as a bank), the Portfolio and its related
companies may pay the intermediary for the sale of Portfolio shares and related
services. These payments may provide a financial incentive for the
broker-dealer or other financial intermediary and your salesperson to recommend
the Portfolio over another investment. Ask your salesperson or visit your
financial intermediary's website for more information.



SHORT DURATION PLUS PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE:
The Portfolio's investment objective is to provide safety of principal and a
moderate rate of income that is subject to taxes.

FEES AND EXPENSES OF THE PORTFOLIO:
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (fees paid directly from your investment)

                                                                                SHORT DURATION
                                                                                  PLUS CLASS
----------------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)                                                  None
----------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of offering price or redemption proceeds, whichever is lower)       None
----------------------------------------------------------------------------------------------
Redemption Fee
(as a percentage of amount redeemed)                                                 None
----------------------------------------------------------------------------------------------
Exchange Fee                                                                         None
----------------------------------------------------------------------------------------------
Maximum Account Fee                                                                  None

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)

                                                      SHORT DURATION
                                                        PLUS CLASS
            --------------------------------------------------------
            Management Fees                                .45%
            Distribution and/or Service (12b-1) Fees       None
            Other Expenses:
              Shareholder Servicing                        .10%
              Transfer Agent                               .01%
              Other Expenses                               .07%
                                                           ----
            Total Other Expenses                           .18%
                                                           ----
            Total Portfolio Operating Expenses             .63%
                                                           ====
            --------------------------------------------------------

EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs as reflected in the Examples would
be:

                                         SHORT DURATION
                                           PLUS CLASS
                         ------------------------------
                         After 1 Year         $ 64
                         After 3 Years        $202
                         After 5 Years        $351
                         After 10 Years       $786
                         ------------------------------

PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs and may result in higher taxes when
shares are held in a taxable account. These transaction costs, which are not
reflected in the Annual Portfolio Operating Expenses or in the Examples, affect
the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 176% of the average value of its
portfolio.

8




PRINCIPAL STRATEGIES:
The Portfolio invests at least 80% of its total assets in securities rated A or
better by national rating agencies (or, if unrated, determined by
AllianceBernstein L.P., the Portfolio's investment manager (the "Manager"), to
be of comparable quality) and comparably rated commercial paper and notes. Many
types of securities may be purchased by the Portfolio, including corporate
bonds, notes, U.S. Government and agency securities, asset-backed securities,
mortgage-related securities, inflation-protected securities, bank loan debt and
preferred stock, as well as others. The Portfolio may also invest up to 20% of
its total assets in fixed-income foreign securities in developed or
emerging-market countries.

The Portfolio may use derivatives, such as options, futures, forwards and swaps.

The Portfolio may invest up to 20% of its total assets in fixed-income
securities rated BB or B by national rating agencies, which are not
investment-grade.

In managing the Portfolio, the Manager may use interest rate forecasting to
determine the best level of interest rate risk at a given time. The Manager may
moderately shorten the average duration of the Portfolio when it expects
interest rates to rise and modestly lengthen average duration when it
anticipates that rates will fall.

The Portfolio seeks to maintain an effective duration of one to three years
under normal market conditions. Duration is a measure that relates the price
volatility of a security to changes in interest rates. The duration of a debt
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
repayments. Thus, by definition, duration is always less than or equal to full
maturity. For example, if the Portfolio's duration is around two years, it will
lose about 2% in principal should interest rates rise 1% and gain about 2% in
principal should interest rates fall 1%.

The Manager selects securities for purchase or sale based on its assessment of
the securities' risk and return characteristics as well as the securities'
impact on the overall risk and return characteristics of the Portfolio. In
making this assessment, the Manager takes into account various factors
including the credit quality and sensitivity to interest rates of the
securities under consideration and of the Portfolio's other holdings.

PRINCIPAL RISKS:
.  The share price of the Portfolio will fluctuate and you may lose money.
   There is no guarantee that the Portfolio will achieve its investment
   objective.

.  INTEREST RATE RISK: This is the risk that changes in interest rates will
   affect the value of the Portfolio's investments in fixed-income debt
   securities such as bonds and notes. Increases in interest rates may cause
   the value of the Portfolio's investments to decline.

.  CREDIT RISK: This is the risk that the issuer or the guarantor of a debt
   security, or the counterparty to a derivatives or other contract, will be
   unable or unwilling to make timely principal and/or interest payments, or to
   otherwise honor its obligations. Credit risk is greater for medium-quality
   and lower-rated securities. Lower-rated debt securities and similar unrated
   securities (commonly known as "junk bonds") have speculative elements or are
   predominantly speculative credit risks.

.  RISKIER THAN A MONEY-MARKET FUND: The Portfolio is invested in securities
   with longer maturities and in some cases lower quality than the assets of
   the type of mutual fund known as a money-market fund. The risk of a decline
   in the market value of the Portfolio is greater than for a money-market fund
   since the credit quality of the Portfolio securities may be lower and the
   effective duration of the Portfolio will be longer.

.  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 the Portfolio's assets can
   decline as can the value of the Portfolio's distributions.

.  INFLATION-PROTECTED SECURITIES RISK: The terms of inflation-protected
   securities provide for the coupon and/or maturity value to be adjusted based
   on changes in inflation. Decreases in the inflation rate or in investors'
   expectations about inflation could cause these securities to underperform
   non-inflation-adjusted securities on a total-return basis.

.  FOREIGN (NON-U.S.) SECURITIES RISK: Investments in foreign securities entail
   significant risks in addition to those customarily associated with investing
   in U.S. securities. These risks include risks related to economic, political
   and social instability, which could disrupt the financial markets in which
   the Portfolio invests and adversely affect the value of the Portfolio's
   assets. The risks of investing in foreign (non-U.S.) securities are
   heightened with respect to investments in emerging-market countries, where
   there is an even greater amount of economic, political and social
   instability.

.  DERIVATIVES RISK: The Portfolio may use derivatives as direct investments to
   earn income, enhance return and broaden portfolio diversification, which
   entail greater risk than if used solely for hedging purposes. In addition to
   other risks such as the credit risk of the counterparty, derivatives involve
   the risk of difficulties in pricing and valuation and the risk that changes
   in the value

                                                                             9



 of the derivative may not correlate perfectly with relevant assets, rates or
  indices. Assets required to be set aside or posted to cover or secure
  derivatives positions may themselves go down in value, and these collateral
  and other requirements may limit investment flexibility.

.  MORTGAGE-RELATED SECURITIES RISK: In the case of mortgage-related securities
   that are not backed by the U.S. Government or one of its agencies, a loss
   could be incurred if the collateral backing these securities is insufficient.

.  PREPAYMENT RISK: The value of mortgage-related or asset-backed securities
   may be particularly sensitive to changes in prevailing interest rates. Early
   payments of principal on some mortgage-related securities may occur during
   periods of falling mortgage interest rates and expose the 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, the Portfolio may not
   be able to realize the rate of return it expected.

.  SUBORDINATION RISK: The Portfolio may invest in securities that are
   subordinated to more senior securities of an issuer, or which represent
   interests in pools of such subordinated securities. Subordinated securities
   will be disproportionately affected by a default or even a perceived decline
   in creditworthiness of the issuer.

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

.  LEVERAGE RISK: To the extent the Portfolio uses leveraging techniques, its
   net asset value ("NAV") may be more volatile because leverage tends to
   exaggerate the effect of changes in interest rates and any increase or
   decrease in the value of the Portfolio's investments.

.  LIQUIDITY RISK: Liquidity risk exists when particular investments are
   difficult to purchase or sell, possibly preventing the Portfolio from
   selling out of these illiquid securities at an advantageous price. Illiquid
   securities may also be difficult to value.

.  FOREIGN CURRENCY RISK: This is the risk that changes in foreign (non-U.S.)
   currency exchange rates may negatively affect the value of the Portfolio's
   investments or reduce the returns of the Portfolio. For example, the value
   of the Portfolio's investments in foreign stocks and foreign currency
   positions may decrease if the U.S. Dollar is strong (i.e., gaining value
   relative to other currencies) and other currencies are weak (i.e., losing
   value relative to the U.S. Dollar).

.  MARKET RISK: Equity and debt markets around the world have experienced
   unprecedented volatility, and these market conditions may continue or get
   worse. This financial environment has caused a significant decline in the
   value and liquidity of many investments, and could make identifying
   investment risks and opportunities especially difficult.

BAR CHART AND PERFORMANCE INFORMATION:
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

.  how the Portfolio's performance changed from year to year over ten years; and

.  how the Portfolio's average annual returns for one, five and ten years
   compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at
www.bernstein.com (click on "Updated Mutual Fund Performance").

The 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.

10




BAR CHART
The annual returns in the bar chart are for the Portfolio's Short Duration Plus
Class shares.

                                    [CHART]

 2000     2001    2002    2003    2004    2005    2006   2007     2008    2009
-----    -----   -----   -----   -----   -----   -----  -----    -----   -----
6.32      8.35    5.09    2.57    1.27   1.35     4.08   3.86    -3.80    6.82

                             Calendar Year End (%)


During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 3.16%, 3RD QUARTER, 2001; AND WORST QUARTER WAS DOWN
-1.63%, 1ST QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)

                                                                                  1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
Short Duration
Plus Class      Return Before Taxes                                               6.82%   2.40%   3.54%
                ----------------------------------------------------------------- ------ ------- --------
                Return After Taxes on Distributions                               5.72%   1.03%   2.06%
                ----------------------------------------------------------------- ------ ------- --------
                Return After Taxes on Distributions and Sale of Portfolio Shares  4.41%   1.24%   2.13%
---------------------------------------------------------------------------------------------------------
BofA Merrill Lynch 1-3 Year Treasury Index
(reflects no deduction for fees, expenses, or taxes)                              0.08%   4.04%   4.48%
---------------------------------------------------------------------------------------------------------

After-tax returns are an estimate, which is based on the highest historical
individual federal marginal income-tax rates, and do not reflect the impact of
state and local taxes; actual after-tax returns depend on an individual
investor's tax situation and are likely to differ from those shown, and are not
relevant to investors who hold Portfolio shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.

INVESTMENT MANAGER:
AllianceBernstein L.P. is the investment manager for the Portfolio.

PORTFOLIO MANAGERS:
The following table lists the persons responsible for day-to-day management of
the Portfolio:

EMPLOYEE            LENGTH OF SERVICE  TITLE
-------------------------------------------------------------------------------
Jon P. Denfeld         Since 2008      Vice President of the Manager

Shawn E. Keegan        Since 2005      Vice President of the Manager

Alison M. Martier      Since 2009      Senior Vice President of the Manager

Douglas J. Peebles     Since 2009      Executive Vice President of the Manager

Greg J. Wilensky       Since 2009      Senior Vice President of the Manager

PURCHASE AND SALE OF PORTFOLIO SHARES:
The minimum initial investment in the Portfolio is $25,000. There is no minimum
amount for subsequent investments in the same Portfolio. You may sell (redeem)
your shares each day the New York Stock Exchange is open. You may sell your
shares by sending a request to Sanford C. Bernstein & Co., LLC ("Bernstein
LLC").

TAX INFORMATION:
The Portfolio anticipates distributing primarily ordinary income dividends
(i.e., distributions out of net short-term capital gains, dividends and
non-exempt interest).

                                                                             11



INTERMEDIATE DURATION PORTFOLIO
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE:
The Portfolio's investment objective is to provide safety of principal and a
moderate to high rate of income that is subject to taxes.

FEES AND EXPENSES OF THE PORTFOLIO:
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (fees paid directly from your investment)

------------------------------------------------------------------------------------
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)                                             None
------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of offering price or redemption proceeds, whichever is lower)  None
------------------------------------------------------------------------------------
Redemption Fee
(as a percentage of amount redeemed)                                            None
------------------------------------------------------------------------------------
Exchange Fee                                                                    None
------------------------------------------------------------------------------------
Maximum Account Fee                                                             None

ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that you pay each year as a
percentage of the value of your investment)

                 ----------------------------------------------
                 Management Fees                           .44%
                 Distribution and/or Service (12b-1) Fees  None
                 Other Expenses:
                   Shareholder Servicing                   .10%
                   Other Expenses                          .03%
                                                           ----
                 Total Other Expenses                      .13%
                                                           ----
                 Total Portfolio Operating Expenses        .57%
                                                           ====
                 ----------------------------------------------

EXAMPLES
The Examples are intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Examples assume
that you invest $10,000 in the Portfolio for the time periods indicated and
then redeem all of your shares at the end of those periods. The Examples also
assume that your investment has a 5% return each year and that the Portfolio's
operating expenses stay the same. Although your actual costs may be higher or
lower, based on these assumptions your costs as reflected in the Examples would
be:

                              --------------------
                              After 1 Year    $ 58
                              After 3 Years   $183
                              After 5 Years   $318
                              After 10 Years  $714
                              --------------------

PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys or
sells securities (or "turns over" its portfolio). A higher portfolio turnover
rate may indicate higher transaction costs and may result in higher taxes when
shares are held in a taxable account. These transaction costs, which are not
reflected in the Annual Portfolio Operating Expenses or in the Examples, affect
the Portfolio's performance. During the most recent fiscal year, the
Portfolio's portfolio turnover rate was 82% of the average value of its
portfolio.

PRINCIPAL STRATEGIES:
The Portfolio seeks to maintain an average portfolio quality minimum of A,
based on ratings given to the Portfolio's securities by national rating
agencies (or, if unrated, determined by AllianceBernstein L.P., the Portfolio's
investment manager (the "Manager"), to be of comparable quality). Many types of
securities may be purchased by the Portfolio, including corporate bonds, notes,
U.S. Government and agency securities, asset-backed securities,
mortgage-related securities, bank loan debt, preferred stock and
inflation-protected securities, as well as others. The Portfolio may also
invest up to 25% of its total assets in fixed-income,

                                                                             13



non-U.S. Dollar denominated foreign securities, and may invest without limit in
fixed-income, U.S. Dollar denominated foreign securities, in each case in
developed or emerging-market countries.

The Portfolio may use derivatives, such as options, futures, forwards and swaps.

The Portfolio may invest up to 25% of its total assets in fixed-income
securities rated below investment grade (BB or below) by national rating
agencies (commonly known as "junk bonds"). No more than 5% of the Portfolio's
total assets may be invested in fixed-income securities rated CCC by national
rating agencies.

In managing the Portfolio, the Manager may use interest rate forecasting to
determine the best level of interest rate risk at a given time. The Manager may
moderately shorten the average duration of the Portfolio when it expects
interest rates to rise and modestly lengthen average duration when it
anticipates that rates will fall.

The Portfolio seeks to maintain an effective duration of three to six years
under normal market conditions. Duration is a measure that relates the price
volatility of a security to changes in interest rates. The duration of a debt
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
repayments. Thus, by definition, duration is always less than or equal to full
maturity. For example, if the Portfolio's duration is around five years, it
will lose about 5% in principal should interest rates rise 1% and gain about 5%
in principal should interest rates fall 1%.

The Manager selects securities for purchase or sale based on its assessment of
the securities' risk and return characteristics as well as the securities'
impact on the overall risk and return characteristics of the Portfolio. In
making this assessment, the Manager takes into account various factors
including the credit quality and sensitivity to interest rates of the
securities under consideration and of the Portfolio's other holdings.

PRINCIPAL RISKS:
.  The share price of the Portfolio will fluctuate and you may lose money.
   There is no guarantee that the Portfolio will achieve its investment
   objective.

.  INTEREST RATE RISK: This is the risk that changes in interest rates will
   affect the value of the Portfolio's investments in fixed-income debt
   securities such as bonds and notes. Increases in interest rates may cause
   the value of the Portfolio's investments to decline.

.  CREDIT RISK: This is the risk that the issuer or the guarantor of a debt
   security, or the counterparty to a derivatives or other contract, will be
   unable or unwilling to make timely principal and/or interest payments, or to
   otherwise honor its obligations. Credit risk is greater for medium-quality
   and lower-rated securities. Lower-rated debt securities and similar unrated
   securities (commonly known as "junk bonds") have speculative elements or are
   predominantly speculative and involve greater risk of default or price
   change due to changes in the issuer's creditworthiness or in response to
   periods of general economic difficulty.

.  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 the Portfolio's assets can
   decline as can the value of the Portfolio's distributions.

.  INFLATION-PROTECTED SECURITIES RISK: The terms of inflation-protected
   securities provide for the coupon and/or maturity value to be adjusted based
   on changes in inflation. Decreases in the inflation rate or in investors'
   expectations about inflation could cause these securities to underperform
   non-inflation-adjusted securities on a total-return basis.

.  FOREIGN (NON-U.S.) SECURITIES RISK: Investments in foreign securities entail
   significant risks in addition to those customarily associated with investing
   in U.S. securities. These risks include risks related to economic, political
   and social instability, which could disrupt the financial markets in which
   the Portfolio invests and adversely affect the value of the Portfolio's
   assets. The risks of investing in foreign (non-U.S.) securities are
   heightened with respect to investments in emerging-market countries, where
   there is an even greater amount of economic, political and social
   instability.

.  DERIVATIVES RISK: The Portfolio may use derivatives as direct investments to
   earn income, enhance return and broaden portfolio diversification, which
   entail greater risk than if used solely for hedging purposes. In addition to
   other risks such as the credit risk of the counterparty, derivatives involve
   the risk of difficulties in pricing and valuation and the risk that changes
   in the value of the derivative may not correlate perfectly with relevant
   assets, rates or indices. Assets required to be set aside or posted to cover
   or secure derivatives positions may themselves go down in value, and these
   collateral and other requirements may limit investment flexibility.

.  MORTGAGE-RELATED SECURITIES RISK: In the case of mortgage-related securities
   that are not backed by the U.S. Government or one of its agencies, a loss
   could be incurred if the collateral backing these securities is insufficient.

14

. SUBORDINATION RISK: The Portfolio may invest in securities that are
subordinated to more senior securities of an issuer, or which represent
interests in pools of such subordinated securities. Subordinated securities
will be disproportionately affected by a default or even a perceived decline
in creditworthiness of the issuer.

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

. LIQUIDITY RISK: Liquidity risk exists when particular investments are
difficult to purchase or sell, possibly preventing the Portfolio from
selling out of these illiquid securities at an advantageous price. Illiquid
securities may also be difficult to value.

. FOREIGN CURRENCY RISK: This is the risk that changes in foreign (non-U.S.)
currency exchange rates may negatively affect the value of the Portfolio's
investments or reduce the returns of the Portfolio. For example, the value
of the Portfolio's investments in foreign stocks and foreign currency
positions may decrease if the U.S. Dollar is strong (i.e., gaining value
relative to other currencies) and other currencies are weak (i.e., losing
value relative to the U.S. Dollar).

. MARKET RISK: Equity and debt markets around the world have experienced
unprecedented volatility, and these market conditions may continue or get
worse. This financial environment has caused a significant decline in the
value and liquidity of many investments, and could make identifying
investment risks and opportunities especially difficult.

BAR CHART AND PERFORMANCE INFORMATION:
The bar chart and performance information provide an indication of the
historical risk of an investment in the Portfolio by showing:

. how the Portfolio's performance changed from year to year over ten years; and

. how the Portfolio's average annual returns for one, five and ten years
compare to those of a broad-based securities market index.

You may obtain updated performance information for the Portfolio at
www.bernstein.com (click on "Updated Mutual Fund Performance").

The 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.

BAR CHART

[CHART]

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
8.37 7.19 7.16 5.10 4.07 2.46 4.55 5.40 -4.40 17.29

Calendar Year End (%)

During the period shown in the bar chart, the Portfolio's:

BEST QUARTER WAS UP 7.09%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN 3.66%,
3RD QUARTER, 2008.

PERFORMANCE TABLE
AVERAGE ANNUAL TOTAL RETURNS
(For the periods ended December 31, 2009)

1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------------------------------------
Intermediate
Duration Portfolio Return Before Taxes 17.29% 4.83% 5.59%
----------------------------------------------------------------- ------ ------- --------
Return After Taxes on Distributions 15.31% 3.05% 3.78%
----------------------------------------------------------------- ------ ------- --------
Return After Taxes on Distributions and Sale of Portfolio Shares 11.14% 3.07% 3.69%
-------------------------------------------------------------------------------------------------------------
Barclays Capital Aggregate Bond Index
(reflects no deduction for fees, expenses, or taxes) 5.93% 4.97% 6.33%
-------------------------------------------------------------------------------------------------------------




After-tax returns are an estimate, which is based on the highest historical
individual federal marginal income-tax rates, and do not reflect the impact of
state and local taxes; actual after-tax returns depend on an individual
investor's tax situation and are likely to differ from those shown, and are not
relevant to investors who hold Portfolio shares through tax-deferred
arrangements such as 401(k) plans or individual retirement accounts.

INVESTMENT MANAGER:
AllianceBernstein L.P. is the investment manager for the Portfolio.

PORTFOLIO MANAGERS:
The following table lists the persons responsible for day-to-day management of
the Portfolio:

EMPLOYEE            LENGTH OF SERVICE  TITLE
-------------------------------------------------------------------------------
Paul J. DeNoon         Since 2009      Senior Vice President of the Manager

Shawn E. Keegan        Since 2005      Vice President of the Manager

Alison M. Martier      Since 2005      Senior Vice President of the Manager

Douglas J. Peebles     Since 2007      Executive Vice President of the Manager

Greg J. Wilensky       Since 2005      Senior Vice President of the Manager

PURCHASE AND SALE OF PORTFOLIO SHARES:
The minimum initial investment in the Portfolio is $25,000. There is no minimum
amount for subsequent investments in the same Portfolio. You may sell (redeem)
your shares each day the New York Stock Exchange is open. You may sell your
shares by sending a request to Sanford C. Bernstein & Co., LLC ("Bernstein
LLC").

TAX INFORMATION:
The Portfolio anticipates distributing primarily ordinary income dividends
(i.e., distributions out of net short-term capital gains, dividends and
non-exempt interest) but may distribute capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES:
If you purchase shares of the Portfolio through a broker-dealer or other
financial intermediary (such as a bank), the Portfolio and its related
companies may pay the intermediary for the sale of Portfolio shares and related
services. These payments may provide a financial incentive for the
broker-dealer or other financial intermediary and your salesperson to recommend
the Portfolio over another investment. Ask your salesperson or visit your
financial intermediary's website for more information.

16



ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND RISKS
--------------------------------------------------------------------------------

This section contains additional information about the Portfolios' principal
investment strategies and related risks, which are described on the preceding
pages, as well as additional information regarding the Portfolios' principal
investments. This Prospectus refers to Alliance Bernstein L.P. as the
"Manager," "AllianceBernstein" or "we" and shareholders of the Portfolios as
"you."

The International Portfolio was formerly known as the International Value
Portfolio II.

MAKING INVESTMENT DECISIONS FOR THE PORTFOLIOS
To solve the complex problems of bond and stock valuation, we devote
considerable resources to research. Our business is investment research and
management, and we have developed proprietary and innovative means of improving
investment decision-making.

To minimize the emotional aspects of decision-making under uncertainty, we
strive to apply our valuation tools in a consistent and disciplined fashion.
The International Portfolio uses a blended-style, growth- and value-oriented
framework. Investment decision-making is disciplined, centralized and highly
systematic.

THE FIXED-INCOME PORTFOLIOS: To identify attractive bonds for the Fixed-Income
Portfolios, we evaluate securities and sectors to identify the most attractive
securities in the market at a given time--those offering the highest expected
return in relation to their risks. In addition, we may analyze the yield curve
to determine the optimum combination of duration for given degrees of interest
rate risk. Finally, we may use interest rate forecasting to determine the best
level of interest rate risk at a given time, within specified limits for each
Portfolio.

THE INTERNATIONAL PORTFOLIO: The research analyses supporting buy and sell
decisions are fundamental and bottom-up, based largely on specific company and
industry findings rather than on broad economic forecasts. In managing the
International Portfolio, we diversify the investment portfolios between growth
and value equity investment styles. We select international growth and
international value equity securities by drawing from our fundamental growth
and value investment disciplines to produce blended portfolios. Investment
decision-making for the Portfolio is systematic and centralized, pursued by an
investment policy group working in concert with, and guided by, the findings of
our international growth and value research teams.

The International Portfolio's international growth stocks are selected using
AllianceBernstein's research-driven international growth investment discipline.
In selecting stocks, the international growth investment team seeks to identify
companies with superior earnings growth prospects. This discipline relies
heavily upon the fundamental analysis and research of our large international
growth research staff, which follows over 500 non-U.S. companies. As one of the
largest multinational investment firms, we have 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.

Our international growth analysts prepare their own earnings estimates and
financial models for each company followed. Research emphasis is placed on
identifying companies whose strong management and superior industry positions
can contribute to substantially above-average future earnings growth. The
international growth investment team constructs a portfolio of equity
securities of a limited number of carefully selected, high-quality companies
that are judged likely to achieve superior earnings growth.

The International Portfolio's international value stocks are selected using
Bernstein's research-driven investment discipline. This discipline relies
heavily upon the fundamental analysis and research of Bernstein's large
international value research staff, which follows approximately 2000 companies.
In selecting stocks, the Bernstein international value investment team invests
in underpriced stocks--those with low price/earnings ratios, low
price/book-value ratios and high dividend yields.

Our international and emerging markets value analysts identify and quantify the
critical variables that influence a business's performance, analyze the results
in order to forecast each company's long-term prospects and meet 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
companies in the research universe.

PORTFOLIO TURNOVER: The portfolio turnover rate for each Portfolio is included
in the Financial Highlights section. The Portfolios generally buy portfolio
securities with the intention of holding them for investment. However, when
market conditions or other circumstances warrant, securities may be purchased
and sold without regard to the length of time held. From time to time, the
Portfolios may engage in active short-term trading to seek short-term profits
during periods of fluctuating interest rates, or for other reasons. This
trading will increase a Portfolio's rate of turnover and the incidence of
short-term capital gain taxable as ordinary income. A higher rate of portfolio
turnover increases transaction costs, which must be borne by a Portfolio and
its shareholders. The execution costs for municipal securities are
substantially less than those for equivalent dollar values of equity securities.

TEMPORARY DEFENSIVE POSITIONS: Under exceptional conditions abroad or when we
believe that economic or market conditions warrant, the International Portfolio
may temporarily, for defensive purposes, invest part or all of its portfolio in
U.S. Government obligations or investment-grade debt or equity securities of
U.S. issuers.

                                                                             17




For temporary defensive purposes, each Portfolio also may invest without limit
in high-quality municipal notes or variable rate demand obligations, or in
taxable cash equivalents. When a Portfolio is investing for temporary defensive
purposes, it is not pursuing its investment goal.

CHANGING THE INVESTMENT OBJECTIVES AND POLICIES OF THE PORTFOLIOS; WHEN
SHAREHOLDER APPROVAL IS REQUIRED: A fundamental investment objective or policy
cannot be changed without shareholder approval. Except as noted, all other
investment objectives and policies of the Portfolios are not fundamental and
thus may be changed without shareholder approval. Shareholders will receive
prior written notice before any change to the investment objectives of any
Portfolio is implemented.

INVESTMENT POLICIES AND LIMITATIONS APPLY AT TIME OF PURCHASE ONLY: Unless
otherwise specified, the policies and limitations discussed in this Prospectus
apply at the time an instrument is purchased. Thus, a change of circumstances
will not require the sale of an investment if it was otherwise properly
purchased.

RECENT MARKET EVENTS: U.S. and international markets are experiencing a period
of extreme volatility which has negatively impacted market liquidity
conditions. The fixed-income markets have experienced and are continuing to
experience liquidity issues, increased price volatility, credit downgrades,
increased likelihood of default and valuation difficulties. Domestic and
international equity markets have also been experiencing heightened volatility
and turmoil. The U.S. Government has taken numerous steps to alleviate these
market concerns. However, there is no assurance that such actions will be
successful. These events and the continuing market upheavals may continue to
adversely affect the Portfolios.

PRINCIPAL INVESTMENT RISKS OF THE PORTFOLIOS

ALL PORTFOLIOS
DERIVATIVES RISK: Each Portfolio may use derivatives as direct investments to
earn income, enhance yield, and broaden portfolio diversification, which entail
greater risk than if used solely for hedging purposes. In addition to other
risks such as the credit risk of the counterparty, derivatives involve the risk
of difficulties in pricing and valuation and the risk that changes in the value
of the derivative may not correlate perfectly with relevant assets, rates, or
indices. Assets required to be set aside or posted to cover or secure
derivatives positions may themselves go down in value, and these collateral and
other requirements may limit investment flexibility. Some derivatives, such as
reverse repurchase agreements, may result in leverage, which can make a
Portfolio more volatile and can compound other risks.

MANAGEMENT RISK: Each Portfolio is subject to management risk because it is an
actively managed investment portfolio. AllianceBernstein will apply its
investment techniques and risk analyses in making investment decisions for a
Portfolio, but there can be no guarantee that its decisions will produce the
desired results. In some cases, derivative and other investment techniques may
be unavailable or AllianceBernstein may determine not to use them, possibly
even under market conditions where their use could benefit a Portfolio.

FOREIGN (NON-U.S.) SECURITIES RISK: Investments in foreign securities entail
significant risks in addition to those customarily associated with investing in
U.S. securities. These risks include risks related to economic, political and
social instability, which could disrupt the financial markets in which a
Portfolio invests and adversely affect the value of the Portfolio's assets.
Investments in foreign securities are subject to the risk that the investment
may be affected by foreign tax laws and restrictions on receiving investment
proceeds from a foreign country. In general, since investments in foreign
countries are not subject to the Securities and Exchange Commission ("SEC") or
U.S. reporting requirements, there may be less publicly available information
concerning foreign issuers of securities held by a Portfolio than will be
available concerning U.S. companies. In addition, the enforcement of legal
rights in foreign countries and against foreign governments may be difficult
and costly and there may be special difficulties enforcing claims against
foreign governments. National policies may also restrict investment
opportunities. For example, there may be restrictions on investment in issuers
or industries deemed sensitive to national interests.

FOREIGN CURRENCY RISK: This is the risk that changes in foreign (non-U.S.)
currency exchange rates may negatively affect the value of a Portfolio's
investments or reduce the returns of a Portfolio. For example, the value of a
Portfolio's investments in foreign stocks and foreign currency positions may
decrease if the U.S. Dollar is strong (i.e., gaining value relative to other
currencies) and other currencies are weak (i.e., losing value relative to the
U.S. Dollar). Currency markets generally are not as regulated as securities
markets. A Portfolio may also take foreign currency positions for non-hedging
purposes either directly on a spot basis (i.e., cash) or through derivative
transactions, such as forward currency exchange contracts, futures and options
thereon, swaps and options, as described above. Both types of investments will
be subject to the same risks. In addition, currency exchange rates may
fluctuate significantly over short periods of time, causing a Portfolio's NAV
to fluctuate. Currency exchange rates 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.

It is possible that foreign governments will impose currency exchange control
regulations or other restrictions that would prevent cash from being brought
back to the U.S. Foreign governments may also intervene in currency markets or
interpose registration/approval processes, which may adversely affect a
Portfolio and your investment. Certain countries in which a Portfolio may
invest are members of the European Union ("EU") and have adopted the Euro as
their sole currency. A monetary and economic union on this scale has not

18



been attempted before and there is uncertainty whether participating countries
will remain committed to the EU.

Although forward contracts may be used to protect a Portfolio from adverse
currency movements, they involve the risk that anticipated currency movements
will not be accurately predicted and the Portfolio's total return could be
adversely affected as a result.

OTHER FOREIGN INVESTMENT RISKS INCLUDE:

.  the availability of less public information on issuers of securities

.  less governmental supervision of brokers and issuers of securities

.  lack of uniform accounting, auditing and financial-reporting standards

.  settlement practices that differ from those in the U.S. and may result in
   delays or may not fully protect the Portfolios against loss or theft of
   assets

.  the possibility of nationalization of a company or industry and
   expropriation or confiscatory taxation

.  the imposition of foreign taxes

.  high inflation and rapid fluctuations in inflation rates

.  less developed legal structures governing private or foreign investment

HIGHER COSTS ASSOCIATED WITH FOREIGN INVESTING: Investments in foreign
securities will also result in generally higher expenses due to:

.  the costs of currency exchange

.  higher brokerage commissions in certain foreign markets

.  the expense of maintaining securities with foreign custodians

INTERNATIONAL PORTFOLIO
MARKET RISK: The Portfolio is subject to market risk, which is the risk that
stock prices in general may decline over short or extended periods. In foreign
markets there may be a lower degree of market volume and liquidity than in U.S.
markets, and this may result in greater price volatility. Furthermore, since
the composition of the Portfolio will differ from that of market indices, its
performance generally will not mirror the returns provided by a specific market
index. Equity and debt markets around the world have experienced unprecedented
volatility, and these market conditions may continue or get worse. This
financial environment has caused a significant decline in the value and
liquidity of many investments, and could make identifying investment risks and
opportunities especially difficult.

ALLOCATION RISK: This is the risk that, by combining the growth and value
styles, returns may be lower over any given time period than if the Portfolio
had owned only the equity style that performed better during that period. This
risk must be considered relative to the likelihood that an investor could
accurately predict which style will outperform in any given period. Also, as
the Portfolio will be periodically rebalanced to maintain the target allocation
between styles, there will be transaction costs which may be, over time,
significant.

EMERGING MARKETS SECURITIES RISK: Investments in foreign securities entail
significant risks in addition to those customarily associated with investing in
U.S. equities. These risks are heightened with respect to investments in
emerging-market countries where there is an even greater amount of economic,
political and social instability. Economic, political and social instability
could disrupt the financial markets in which the Portfolio invests and
adversely affect the value of the Portfolio's assets. Investments in foreign
securities are subject to the risk that the investment may be affected by
foreign tax laws and restrictions on receiving investment proceeds from a
foreign country. In general, since investments in foreign countries are not
subject to SEC or U.S. reporting requirements, there may be less publicly
available information concerning foreign issuers of securities held by the
Portfolio than will be available concerning U.S. companies. In addition, the
enforcement of legal rights in foreign countries and against foreign
governments may be difficult and costly and there may be special difficulties
enforcing claims against foreign governments. National policies may also
restrict investment opportunities. For example, there may be restrictions on
investment in issuers or industries deemed sensitive to national interests.

FIXED-INCOME PORTFOLIOS
INTEREST RATE RISK: This is the risk that changes in interest rates will affect
the value of a Portfolio's investments in fixed-income debt securities such as
bonds and notes. Increases in interest rates may cause the value of a
Portfolio's investments to decline. A Portfolio may experience increased
interest rate risk to the extent it invests in fixed-income securities with
longer maturities or durations. There is also the risk that a floating rate
fixed-income security may reset its interest rate when its specified benchmark
rate changes. Because prices of intermediate bonds are more sensitive to
interest rate changes than those of shorter duration, intermediate-duration
Portfolios have greater interest rate risk than the short-duration Portfolios.

CREDIT RISK: This is the risk that the issuer or the guarantor of a debt
security, or the counterparty to a derivatives or other contract, will be
unable or unwilling to make timely principal and/or interest payments, or to
otherwise honor its obligations. The degree of risk for a particular security
may be reflected in its credit rating. A Portfolio may rely upon rating
agencies to determine credit ratings, but those ratings are opinions and are
not absolute guarantees of quality. Credit risk is greater for medium-quality
and lower-rated securities. Lower-rated debt securities and similar unrated
securities (commonly known as "junk bonds") have speculative elements or are
predominantly speculative credit risks. Credit rating agencies may lower the
credit rating of certain debt securities held by a Portfolio. If a debt
security's credit rating is downgraded, its price is likely to decline, which
would lower an investor's total return.

INFLATION RISK: This is the risk that the value of assets or income from
investments will be less in the future as inflation

                                                                             19



decreases the value of money. As inflation increases, the value of a
Portfolio's assets can decline as can the value of the Portfolio's
distributions.

LIQUIDITY RISK: Liquidity risk exists when particular investments are difficult
to purchase or sell, possibly preventing the Portfolio from selling out of
these illiquid securities at an advantageous price. Illiquid securities may
also be difficult to value. To the extent a Portfolio invests in municipal
securities, the Portfolio is subject to liquidity risk because the market for
municipal securities is generally smaller than many other markets. In addition,
liquidity risk tends to increase to the extent the Portfolio invests in debt
securities whose sale may be restricted by law or by contract.

MARKET RISK: Equity and debt markets around the world have experienced
unprecedented volatility, and these market conditions may continue or get
worse. This financial environment has caused a significant decline in the value
and liquidity of many investments, and could make identifying investment risks
and opportunities especially difficult.

INFLATION-PROTECTED SECURITIES RISK: The terms of inflation-protected
securities provide for the coupon and/or maturity value to be adjusted based on
changes in inflation. Decreases in the inflation rate or in investors'
expectations about inflation could cause these securities to underperform
non-inflation-adjusted securities on a total-return basis. In addition, these
securities may have limited liquidity in the secondary market.

MORTGAGE-RELATED SECURITIES RISK: In the case of mortgage-related securities
that are not backed by the U.S. Government or one of its agencies, a loss could
be incurred if the collateral backing these securities is insufficient.

   PREPAYMENT RISK: Because interest rates rise and fall, there is no way to be
   certain of the actual rates of prepayment by the borrowers on the underlying
   mortgages. Thus, actual prepayments on the securities could differ from
   expected prepayments. As a result, the value of a security could be lower
   than expected.

   SHORTENING RISK: Shortening risk is the possibility that falling interest
   rates may cause prepayments of principal to occur at a faster-than-expected
   rate. This particular risk may effectively change a security that was
   considered intermediate- or long-term into a short-term security. The prices
   of short-term securities do not rise as much in response to a fall in
   interest rates as do the prices of intermediate- or long-term securities.

   EXTENSION RISK: Extension risk is the possibility that rising interest rates
   may cause prepayments of principal to occur at a slower-than-expected rate.
   This particular risk may effectively change a security that was considered
   short- or intermediate-term into a long-term security. The prices of
   long-term securities generally fall more in response to a rise in interest
   rates than do the prices of short- or intermediate-term securities.

   INTEREST RATE RISK: When market interest rates increase, the market values
   of mortgage-backed securities decline. At the same time, however, mortgage
   refinancing and prepayments slow, which lengthens the effective maturities
   of these securities. As a result, the negative effect of the rate increase
   on the market value of mortgage-backed securities is usually more pronounced
   than it is for other types of fixed-income securities, potentially
   increasing the volatility of the fund that holds them.

   CREDIT RISK: Mortgage-related securities that are not backed by the U.S.
   Government or one of its agencies are subject to credit risk, described
   above.

SUBORDINATION RISK: Each Portfolio may invest in securities that are
subordinated to more senior securities of an issuer, or which represent
interests in pools of such subordinated securities. Subordinated securities
will be disproportionately affected by a default or even a perceived decline in
creditworthiness of the issuer.

SHORT DURATION PLUS PORTFOLIO
RISKIER THAN A MONEY-MARKET FUND: The Portfolio is invested in securities with
longer maturities and in some cases lower quality than the assets of the type
of mutual fund known as a money-market fund. The risk of a decline in the
market value of the Portfolio is greater than for a money-market fund since the
credit quality of the Portfolio securities may be lower and the effective
duration of the Portfolio will be longer.

INTERMEDIATE DURATION PORTFOLIO
CALLABLE SECURITIES RISK: Many municipal securities have call features which
allow the issuer of the security to repay principal prior to the maturity date
of the security. The issuer will typically call a security when interest rates
are lower than the original issue yield of the security. The Portfolio may lose
any premium it has paid for the called security over its par value and when a
security is called, the principal received by the Portfolio is usually
reinvested at a lower yield.

20



ADDITIONAL INVESTMENT INFORMATION, SPECIAL INVESTMENT TECHNIQUES AND RELATED
RISKS
--------------------------------------------------------------------------------

In addition to the principal investments previously described, the Portfolios
may invest in other investments. This section of the Prospectus provides
additional information about the Portfolios' investment practices and related
risks. Most of these investment practices are discretionary, which means that
the Manager may or may not decide to use them. This Prospectus does not
describe all of a Portfolio's investment practices and additional information
about each Portfolio's risks and investments can be found in the Portfolios'
SAI.

ADDITIONAL INVESTMENTS, STRATEGIES AND PRACTICES PERMITTED; DETAILS IN EACH
PORTFOLIO'S SAI: Each Portfolio may invest in other securities, use other
strategies and engage in other investment practices. Detailed information about
these securities, strategies and practices is contained in each Portfolio's
SAI, which is available upon request at no cost (see back cover of this
Prospectus).

INTEREST ONLY/PRINCIPAL ONLY SECURITIES
The Fixed-Income Portfolios may invest in a type of mortgage-related security
where all interest payments go to one class of holders--"Interest Only" or
"IO"--and all of the principal goes to a second class of holders--"Principal
Only" or "PO."

The market values of both IOs and POs are sensitive to prepayment rates; the
value of POs varies directly with prepayment rates, while the value of IOs
varies inversely with prepayment rates. If prepayment rates are high, investors
may actually receive less cash from the IO than was initially invested. IOs and
POs issued by the U.S. Government or its agencies and instrumentalities that
are backed by fixed-rate mortgages may be considered liquid securities under
guidelines established by each Portfolio's Boards of Directors (the "Board");
all other IOs and POs will be considered illiquid (see discussion below).

OBLIGATIONS OF SUPRANATIONAL AGENCIES
The Fixed-Income Portfolios may invest in the obligations of supranational
agencies. Supranational agencies rely on participating countries (which may
include the United States) for funds. Some supranationals, such as the
International Bank for Reconstruction and Development (the "World Bank"), have
the right to borrow from participating countries, including the United States.
Other supranationals must request funds from participating countries; however,
such requests may not always be honored. Moreover, the securities of
supranational agencies, depending on where and how they are issued, may be
subject to some of the risks associated with investments in foreign securities.

VARIABLE, FLOATING AND INVERSE FLOATING RATE INSTRUMENTS
Fixed-income securities may have fixed, variable or floating rates of interest.
Variable and floating rate securities pay interest at rates that are adjusted
periodically, according to a specified formula. A "variable" interest rate
adjusts at predetermined 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.

Each Fixed-Income Portfolio may invest in variable rate demand notes ("VRDNs")
which are instruments whose interest rates change on a specific date (such as
coupon date or interest payment date) or whose interest rates vary with changes
in a designated base rate (such as prime interest rate). These instruments are
payable on demand and are secured by letters of credit or other credit support
agreements from major banks.

Each Fixed-Income Portfolio may invest in fixed-income securities that pay
interest at a coupon rate equal to a base rate, plus additional interest for a
certain period of time if short-term interest rates rise above a predetermined
level or "cap." The amount of such an additional interest payment typically is
calculated under a formula based on a short-term interest rate index multiplied
by a designated factor.

Each Fixed-Income Portfolio may invest in "inverse floaters," which are
securities with two variable components that, when combined, result in a fixed
interest rate. The "auction component" typically pays an interest rate that is
reset periodically through an auction process, while the "residual component"
pays a current residual interest rate based on the difference between the total
interest paid on the securities and the auction rate paid on the auction
component. A Portfolio may purchase both auction and residual components. When
an inverse floater is in the residual mode (leveraged), the interest rate
typically resets in the opposite direction from the variable or floating market
rate of interest on which the floater is based. The degree of leverage inherent
in inverse floaters is associated with a greater degree of volatility of market
value, such that the market values of inverse floaters tend to decrease more
rapidly during periods of falling interest rates than those of fixed-rate
securities.

ZERO COUPON SECURITIES
Zero coupon securities are debt securities that have been issued without
interest 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.

                                                                             21




FIXED-INCOME SECURITIES
The Short Duration Plus Portfolio may invest in medium-quality securities rated
A or Baa by Moody's, or A or BBB by S&P or Fitch. It is generally expected that
these Portfolios will not retain a security downgraded below B by Moody's, S&P
and Fitch, or if unrated, determined by the Manager to have undergone similar
credit quality deterioration. The Intermediate Duration Portfolio may invest in
below-investment grade securities rated Ba, B or Caa by Moody's or BB, B or CCC
by S&P and Fitch.

Unrated securities may be purchased by these Portfolios when the Manager
believes that the financial condition of the issuers of such obligations and
the protection afforded by their terms limit risk to a level comparable to that
of rated securities that are consistent with a Portfolio's investment policies.

BANK LOAN DEBT
The Short Duration Plus and the Intermediate Duration Portfolios may invest in
fixed and floating rate loans ("Loans") arranged through private negotiations
between borrowers and one or more financial institutions ("Lenders"). Such
loans are often referred to as bank loan debt. The Portfolios' 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 lack of a liquid secondary market for
such securities 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.

ILLIQUID SECURITIES
Each Portfolio will limit its investments in illiquid securities to 15% of its
net assets. Illiquid securities generally include (i) direct placements or
other securities for which there is no readily available market (e.g., when
market makers do not exist or will not entertain bids or offers),
(ii) over-the-counter options and assets used to cover over-the-counter
options, and (iii) repurchase agreements not terminable within seven days. Rule
144A securities that have legal or contractual restrictions on resale but have
a readily available market are not deemed illiquid. AllianceBernstein will
monitor the liquidity of each Portfolio's Rule 144A portfolio 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.

PREFERRED STOCK
Each Portfolio may invest in preferred stock. Preferred stock is subordinated
to any debt the issuer has outstanding. Accordingly, preferred stock dividends
are not paid until all debt obligations are first met. Preferred stock may be
subject to more fluctuations in market value, due to changes in market
participants' perceptions of the issuer's ability to continue to pay dividends,
than debt of the same issuer.

FOREIGN CURRENCY TRANSACTIONS
Each Portfolio may enter into foreign-currency exchange contracts on either a
spot (i.e., cash) or forward basis. Spot contracts are entered into at the rate
then prevailing in the currency-exchange market. Forward contracts obligate the
contracting parties to purchase or sell a specific currency at a specified
future date at a specified price. The Portfolios will generally not enter into
a forward contract with a term greater than one year.

Forward contracts used to protect the Portfolios from adverse currency
movements involve the risk that the Manager may not accurately predict currency
movements. As a result, total return could be adversely affected. The Manager
may seek investment opportunities by taking long or short positions in
currencies through the use of currency-related derivatives, including forward
currency exchange contracts, futures and options on futures, swaps and options.
The Manager may enter into foreign currency transactions for investment
opportunities when it anticipates that a foreign currency will appreciate or
depreciate in value.

Under certain circumstances, the International Portfolio may commit a
substantial portion or the entire value of its portfolio to the consummation of
these contracts. The Manager will consider the effect that a substantial
commitment of assets to forward contracts would have on the investment program
of the Portfolio and the flexibility of the Portfolio to purchase additional
securities.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
Each Portfolio may also enter into contracts involving the right or obligation
to deliver or receive assets or money depending on the performance of one or
more assets or an economic index. These include futures contracts with respect
to bonds, Eurodeposits, securities indexes, currencies, options or other
derivatives or financial instruments.

Futures contracts can be highly volatile and could reduce a Portfolio's total
return. Attempts by the Manager to use futures for hedging or other purposes
may not be successful. Each Portfolio's potential losses from the use of
futures extend beyond its initial investment in such contracts and are
potentially unlimited. Also, losses from futures could be significant if a
Portfolio is unable to close out its position due to disruptions in the market
or lack of liquidity.

Options on futures contracts are options that call for the delivery of futures
contracts upon exercise. The Portfolios may each purchase or sell options on
futures contracts for hedging or other purposes.

The International Portfolio may also purchase or sell futures contracts for
foreign currencies or options thereon for non-hedging purposes as a means of
making direct investments in foreign currencies, as described above under
"Foreign Currency Transactions."

DERIVATIVES
Each Portfolio may use derivatives to achieve its investment objective.
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,

22



bond indices and stock indices. Derivatives can be used to earn income or
protect against risk, or both. For example, one party with unwanted risk may
agree to pass that risk to another party who is willing to accept the risk, the
second party being motivated, for example, by the desire either to earn income
in the form of a fee or premium from the first party, or to reduce its own
unwanted risk by attempting to pass all or part of that risk to the first party.

Derivatives can be used by investors such as the Portfolios to earn income and
enhance returns, to hedge or adjust the risk profile of an investment
portfolio, to obtain exposure to otherwise inaccessible markets or to manage
the effective maturity or duration of fixed-income securities. Each of the
Portfolios is permitted to use derivatives for one or more of these purposes.
Each of these uses entails greater risk than if derivatives were used solely
for hedging purposes. Derivatives are a valuable tool which, when used
properly, can provide significant benefit to Portfolio shareholders. A
Portfolio may take a significant position in those derivatives that are within
its investment policies if, in AllianceBernstein's judgment, this represents
the most effective response to current or anticipated market conditions.
AllianceBernstein's use of derivatives is subject to continuous risk-assessment
and ranked from the standpoint of each Portfolio's investment objective and
policies.

Derivatives may be (i) standardized, exchange-traded contracts or
(ii) customized, privately negotiated contracts, generally referred to as
over-the-counter derivatives. Exchange-traded derivatives tend to be more
liquid and subject to less credit risk than those that are privately negotiated.

There are four principal types of derivative instruments--options, futures,
forwards and swaps--from which virtually any type of derivative transaction can
be created.

.  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 obliged 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).

.  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 specified 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.

.  FORWARDS--A forward contract is an obligation by 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. Forward contracts
   are customized, privately negotiated agreements designed to satisfy the
   objectives of each party. A forward contract usually results in the delivery
   of the underlying asset upon maturity of the contract in return for the
   agreed-upon payment.

.  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 (e.g., interest rates in the case of interest rate
   swaps) for a specified amount of an underlying asset (the "notional"
   principal amount). Except for currency swaps, the notional principal amount
   is used solely to calculate the payment stream but is not exchangeable. The
   swap market has grown substantially in recent years, with a large number of
   banks and investment banking firms acting as principals and as agents
   utilizing standard swap documentation. As a result, the swap market has
   become well established and relatively liquid. The Portfolios will enter
   into swap transactions only with counterparties whose debt securities (or
   whose guarantors' debt securities) are rated at least A (or the equivalent)
   by at least one nationally recognized statistical rating organization and
   are on the Manager's approved list of swap counterparties for that Portfolio.

Debt instruments that incorporate one or more of these building blocks for the
purpose of determining the principal amount of and/or rate of interest payable
on the debt instruments are often referred to as "structured securities" or
"hybrid" investments. Examples of these securities are described above under
"Variable, Floating and Inverse Floating Rate Instruments" and below under
"Structured Instruments."

While the judicious use of derivatives by highly experienced investment
managers, such as AllianceBernstein, can be quite beneficial, derivatives
involve risks different from, and, in certain cases, greater than, the risks
presented by more traditional investments. The following is a general
discussion of important risk factors and issues concerning the use of
derivatives that investors should understand before investing in a Portfolio.

.  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 the
   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

                                                                             23



 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 an
  investment portfolio, and the ability to forecast price and interest 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 the 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 clearing
   house, 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
   clearing house in order to reduce overall credit risk. For privately
   negotiated derivatives, there is no similar clearing agency guarantee.
   Therefore, the Portfolios consider 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 counter-productive to, furthering
   the Portfolio's investment objective.

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, the seller typically must pay the contingent
payment to the buyer, which is typically the "par value" (full notional value)
less the 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. 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. If the reference
obligation is a defaulted security, physical delivery of the security will
cause a Portfolio to hold a defaulted security. If a Portfolio is a buyer and
no credit event occurs, the Portfolio may lose its investment and recover
nothing. 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. In addition to general market risks,
credit default swaps are subject to liquidity risk and credit risk. If a credit
event were to occur, the value of the reference obligation received by the
Portfolio, as the seller, 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 enter into credit default swap transactions only with
counterparties whose debt securities (or whose guarantor's debt securities) are
rated at least A (or the equivalent) by at least one nationally recognized
statistical rating organization and are on the Manager's approved list of swap
counterparties for that Portfolio.

A Portfolio may enter into a credit default swap that provides for settlement
by physical delivery if, at the time of entering into the swap, such delivery
would not result in the Portfolio investing more than 20% of its total assets
in securities rated lower than A by Standard & Poor's, Fitch or Moody's. A
subsequent deterioration of the credit quality of the underlying obligation of
the credit default swap will not require the Portfolio to dispose of the swap.

OPTIONS
The Portfolios may each purchase and sell put and call options on securities,
securities indexes, foreign currencies and futures contracts. The Portfolios
will write only covered options or other derivatives or financial instruments.

The Portfolios may also enter into options on the yield "spread" or yield
differential between two securities. In contrast to other types of options,
this option is based on the difference between the yields of designated
securities, currencies, futures or other instruments. In addition, the
Portfolios may write covered straddles. A straddle is a combination of a call
and a put written on the same underlying security.

24




No Portfolio will write any option if, immediately thereafter, the aggregate
value of the Portfolio's securities subject to outstanding options would exceed
25% of its net assets.

In purchasing an option on securities, a 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. None of the
Portfolios will write uncovered call or put options. 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 that of the call option
it has written (or if it holds a call option with an exercise price that is
greater than that of the call option it has written, if the difference is
maintained by the Portfolio in liquid assets in a segregated account). 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 that
of the put option it has written or if the Portfolio maintains liquid assets in
a segregated account with a value equal to the exercise price.

The risk involved in writing an uncovered put option is that there could be a
decrease in the market value of the underlying securities. If this occurred, a
Portfolio could be obligated to purchase the underlying security at a higher
price than its current market value. Conversely, the risk involved in writing
an uncovered call option is that there could be an increase in the market value
of the underlying security, and a Portfolio could be obligated to acquire the
underlying security at its current price and sell it at a lower price. The risk
of loss from writing an uncovered put option is limited to the exercise price
of the option, whereas the risk of loss from writing an uncovered call option
is potentially unlimited.

The Portfolios may purchase or write privately negotiated options on
securities. A Portfolio that purchases or writes privately negotiated options
on securities will effect such transactions only with investment dealers and
other financial institutions (such as commercial banks or savings and loan
institutions) deemed creditworthy by AllianceBernstein. AllianceBernstein has
adopted procedures for monitoring the creditworthiness of such counterparties.
Privately negotiated options purchased or written by a Portfolio may be
illiquid, and it may not be possible for the Portfolio to effect a closing
transaction at an advantageous time.

A Portfolio may invest in options on foreign currencies that are privately
negotiated or traded on U.S. or foreign exchanges for hedging purposes to
protect 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. The International
Portfolio may also invest in options on foreign currencies for non-hedging
purposes as a means of making direct investments in foreign currencies, as
described above under "Foreign Currency Transactions."

STRUCTURED INSTRUMENTS
As part of its investment program and to maintain greater flexibility, each
Portfolio may invest in structured instruments. Structured instruments,
including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depository
instrument. Generally, a structured instrument will be a debt security,
preferred stock, depository share, trust certificate, certificate of deposit or
other evidence of indebtedness on which a portion of or all interest payments,
and/or the principal or stated amount payable at maturity, redemption or
retirement, is determined by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities (collectively "Underlying Assets") or by another
objective index, economic factor or other measure, such as interest rates,
currency exchange rates, commodity indices, and securities indices
(collectively "Benchmarks"). Thus, structured instruments may take a variety of
forms, including, but not limited to, debt instruments with interest or
principal payments or redemption terms determined by reference to the value of
a currency or commodity or securities index at a future point in time,
preferred stock with dividend rates determined by reference to the value of a
currency, or convertible securities with the conversion terms related to a
particular commodity.

Structured instruments are potentially more volatile and carry greater market
risks than traditional debt instruments. Depending on the structure of the
particular structured instrument, changes in a Benchmark may be magnified by
the terms of the structured instrument and have an even more dramatic and
substantial effect upon the value of the structured instrument. Also, the
prices of the structured instrument and the Benchmark or Underlying Asset may
not move in the same direction or at the same time.

Structured instruments can have volatile prices and limited liquidity, and
their use by a Portfolio may not be successful. The risk of these investments
can be substantial; possibly all of the principal is at risk. No Portfolio will
invest more than 20% of its total assets in these investments.

                                                                             25




INTEREST RATE TRANSACTIONS (SWAPS, CAPS AND FLOORS)
Each Portfolio may enter into interest rate swaps and purchase and sell
interest rate caps and floors. Each Portfolio expects to enter into these
transactions for a variety of reasons, including for hedging purposes, 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, as a duration management
technique or to attempt to exploit mispricings in the bond market.

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
the 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 will enter into interest rate swap, cap or floor transactions only
with counterparties whose debt securities (or whose guarantors' debt
securities) are rated at least A (or the equivalent) by at least one nationally
recognized rating organization and are on the Manager's approved list of swap
counterparties for that Portfolio.

Caps and floors may be 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.

CURRENCY SWAPS
Each Portfolio may enter into currency swaps. The Portfolios expect to enter
into these transactions for a variety of reasons, including for hedging
purposes or to attempt to exploit mispricings in the currency market. The
International Portfolio may invest in currency swaps for non-hedging purposes
as a means of making direct investments in foreign currencies, as described
above under "Foreign Currency Transactions."

Currency swaps involve the individually negotiated exchange by a Portfolio with
another party of a series of payments in specified currencies. Actual principal
amounts of currencies may be exchanged by the counterparties at the initiation,
and again upon the termination of the transaction. Therefore, the entire
principal value of a currency swap is subject to the risk that the swap
counterparty 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.

INFLATION (CPI) SWAPS
Each Portfolio may enter into inflation swap agreements. Inflation swap
agreements are contracts in which one party agrees to pay the cumulative
percentage increase in a price index (the Consumer Price Index with respect to
CPI swaps) over the term of the swap (with some lag on the inflation index),
and the other pays a compounded fixed rate. Inflation swap agreements may be
used to protect the NAV of a Portfolio against an unexpected change in the rate
of inflation measured by an inflation index. A Portfolio will enter into
inflation swaps on a net basis. The net amount of the excess, if any, of the
Portfolio's obligations over its entitlements with respect to each inflation
swap will be accrued on a daily basis, and an amount of cash or liquid
instruments having an aggregate NAV at least equal to the accrued excess will
be segregated by the Portfolio. The values of inflation swap agreements are
expected to change in response to changes in real interest rates. Real interest
rates are tied to the relationship between nominal interest rates and the rate
of inflation. If nominal interest rates increase at a faster rate than
inflation, real interest rates may rise, leading to a decrease in value of an
inflation swap agreement. Additionally, payments received by a Portfolio from
inflation swap agreements will result in taxable income, either as ordinary
income or capital gains, rather than tax-exempt income, which will increase the
amount of taxable distributions received by shareholders.

SYNTHETIC FOREIGN EQUITY SECURITIES
The International Portfolio may invest in a form of synthetic foreign equity
securities, which may be referred to as international warrants, local access
products, participation notes, or low exercise price 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 Portfolio 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 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

26



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 Portfolio will acquire covered warrants issued by entities deemed to be
creditworthy by the Manager, 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.

FOREIGN (NON-U.S.) SECURITIES
The equity securities in which the International Portfolio may invest include
common and preferred stocks, warrants and convertible securities. The Portfolio
may invest in foreign securities directly or in the form of sponsored or
unsponsored ADRs, GDRs or other similar securities convertible into securities
of foreign issuers without limitation. ADRs are receipts typically issued by a
U.S. bank or trust company that evidence ownership of the underlying
securities. GDRs are receipts typically issued by a non-U.S. bank or trust
company evidencing a similar arrangement. The issuers of unsponsored ADRs are
not obligated to disclose material information in the United States and,
therefore, there may not be a correlation between such information and the
market value of the ADR. Depositary receipts may not necessarily be denominated
in the same currency as the underlying securities into which they may be
converted. 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 foreign securities markets. For purposes of determining the
country of issuance, investments in depositary receipts of either type are
deemed to be investments in the underlying securities.

REAL ESTATE INVESTMENT TRUSTS
The International Portfolio may invest in Real Estate Investment Trusts
("REITs"). REITs are pooled investment vehicles which invest primarily in
income producing real estate or real estate related loans or interests. REITs
are generally classified as equity REITs, mortgage REITs or a combination of
equity and mortgage REITs. Equity REITs invest the majority of their assets
directly in real property and derive income primarily from the collection of
rents. Equity REITs can also realize capital gains by selling properties that
have appreciated in value. Mortgage REITs invest the majority of their assets
in real estate mortgages and derive income from the collection of interest
payments. Similar to investment companies such as the Portfolio, REITs are not
taxed on income distributed to shareholders provided they comply with several
requirements of the Code. The International Portfolio will indirectly bear its
proportionate share of expenses incurred by REITs in which the Portfolio
invests in addition to the expenses incurred directly by the Portfolio.

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.

REITs are 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.

FORWARD COMMITMENTS
Each Portfolio may purchase or sell securities on a forward commitment basis.
Forward commitments are forward contracts for the purchase or sale of
securities, including 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).

When forward commitments are negotiated, the price, which is generally
expressed in yield terms with respect to fixed-income securities, is fixed at
the time the commitment is made, but payment for and delivery of the securities
take place at a

                                                                             27



later date. Normally, the settlement date occurs within two months after the
transaction, but settlements beyond this time may be negotiated. 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. For instance, in periods of rising
interest rates and falling bond prices, a Portfolio might sell securities in
its portfolio on a forward commitment basis to limit its exposure to falling
bond prices. In periods of falling interest rates and rising bond prices, a
Portfolio might sell a security in its portfolio and purchase the same or a
similar security on a when-issued or forward commitment basis, thereby
obtaining the benefit of currently higher cash yields.

A Portfolio's right to receive or deliver a security under a forward commitment
may be sold prior to the settlement date. The Portfolios enter into forward
commitments, however, only with the intention of actually receiving securities
or delivering them, as the case may be. If a Portfolio, however, chooses to
dispose of the right to acquire a when-issued security prior to its acquisition
or dispose of its right to deliver or receive against a forward commitment, it
may realize a gain or incur a loss. The Portfolios must segregate liquid assets
in an amount at least equal to their purchase commitments, and must segregate
securities sold on a delayed delivery basis.

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS
Each Portfolio may enter into repurchase agreements in which a Portfolio
purchases a security from a bank or broker-dealer, which agrees to repurchase
it from the Portfolio at an agreed-upon future date, normally a day or a few
days later. The purchase and repurchase obligations are transacted under one
document. 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.

A Portfolio may enter into buy/sell back transactions, which are similar to
repurchase agreements. In this type of transaction, a Portfolio enters a trade
to buy securities at one price and simultaneously enters a trade to sell the
same securities at another price on a specified date. Similar to a repurchase
agreement, the repurchase price is higher than the sale price and reflects
current interest rates. Unlike a repurchase agreement, however, the buy/sell
back transaction is considered two separate transactions.

REVERSE REPURCHASE AGREEMENTS
The Portfolios may enter into reverse repurchase agreements with banks and
broker-dealers from time to time. In a reverse repurchase transaction, it is
the Portfolio, rather than the other party to the transaction, that sells the
securities and simultaneously agrees to repurchase them at a price reflecting
an agreed-upon rate of interest. A Portfolio may not enter into reverse
repurchase agreements if its obligations thereunder would be in excess of one
third of the Portfolio's total assets, less liabilities other than obligations
under such reverse repurchase agreements. During the time a reverse repurchase
agreement is outstanding, each Portfolio that has entered into such an
agreement maintains liquid assets in a segregated account with its custodian
having a value at least equal to the repurchase price under the reverse
repurchase agreement. Reverse repurchase agreements may create leverage,
increasing a Portfolio's opportunity for gain and risk of loss for a given
fluctuation in the value of the Portfolio's assets. There may also be risks of
delay in recovery and, in some cases, even loss of rights in the underlying
securities, should the opposite party fail financially.

SHORT SALES
The International Portfolio may engage in short sales. A short sale is effected
by selling a security that the Portfolio does not own, or, if the Portfolio
does own such security, it is not to be delivered upon consummation of the
sale. The Portfolio may only make short sales "against the box." A short sale
is "against the box" to the extent that the Portfolio contemporaneously owns or
has the right to obtain securities identical to those sold short without
payment. The Portfolio may utilize short selling in order to attempt both to
protect its portfolio against the effects of potential downtrends in the
securities markets and as a means of enhancing its overall performance.

A short sale of a security involves the risk that instead of declining, the
price of the security sold short will rise. If the price of the security sold
short increases between the time of a short sale and the time the Portfolio
replaces the borrowed security, the Portfolio will incur a loss; conversely, if
the price declines, the Portfolio will realize a gain. The potential for the
price of a fixed-income security sold short to rise is a function of both the
remaining maturity of the obligation, its creditworthiness and its yield.
Unlike short sales of equities or other instruments, the potential for the
price of a fixed-income security to rise may be limited due to the fact that
the security will be no more than par at maturity. However, the short sale of
other instruments or securities generally, including fixed-income securities
convertible into equities or other instruments, a fixed-income security trading
at a deep discount from par or which pays a coupon that is high in relative
and/or absolute terms, or which is denominated in a currency other than the
U.S. Dollar, involves the possibility of a theoretically unlimited loss since
there is a theoretically unlimited potential for the market price of the
security sold short to increase.

DOLLAR ROLLS
Each of the Fixed-Income Portfolios may enter into dollar rolls. 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, the Portfolio forgoes principal and interest paid

28



on the securities. The 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. 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. Each of the Fixed-Income
Portfolios may also enter into a type of dollar roll known as a "fee roll." In
a fee roll, a Portfolio is compensated for entering into the commitment to
repurchase by "fee income," which is received when the Portfolio enters into
the commitment. Such fee income is recorded as deferred income and accrued by
the Portfolio over the roll period. Dollar rolls may be considered to be
borrowings by a Portfolio.

FUTURE DEVELOPMENTS
A Portfolio may, following written notice to its shareholders, take advantage
of other investment practices 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 exceed those involved in the activities
described above.

PORTFOLIO HOLDINGS
Each Portfolio's SAI includes a description of the policies and procedures that
apply to disclosure of the Portfolios' portfolio holdings.

ADDITIONAL RISK CONSIDERATIONS

FIXED-INCOME SECURITIES
FIXED-INCOME PORTFOLIOS: The value of each Fixed-Income Portfolio's shares will
fluctuate with the value of its investments. The value of a 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 generally rise. Conversely, during periods of rising interest rates,
the values of a Portfolio's securities generally decline.

In seeking to achieve a Portfolio's investment objective, there will be times,
such as during periods of rising interest rates, when depreciation and
realization of capital losses on securities held by a Portfolio will be
unavoidable. Moreover, medium- and lower-rated securities and unrated
securities of comparable quality may be subject to wider fluctuations in yield
and market values than higher-rated securities under certain market conditions.
Such fluctuations after a security is acquired do not affect the cash income
received from that security but are reflected in the net asset value of a
Portfolio.

INVESTMENTS IN LOWER-RATED SECURITIES
Lower-rated securities, i.e., those rated Ba and lower by Moody's or BB and
lower by S&P and Fitch (commonly known as "junk bonds"), are subject to greater
risk of loss of principal and interest than higher-rated securities. They also
are generally considered to be subject to greater market risk than higher-rated
securities. The capacity of issuers of lower-rated 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, lower-rated securities may be more susceptible to
real or perceived adverse economic conditions than investment-grade securities.

The market for lower-rated 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 lower-rated securities, a Portfolio may experience
difficulty in valuing such securities and, in turn, the Portfolio's assets.

The Manager will try to reduce the risk inherent in investment in lower-rated
securities through credit analysis, diversification, attention to current
developments and trends in interest rates, and economic and political
conditions. There can, however, be no assurance that losses will not occur.
Since the risk of default is higher for lower-rated securities, the Manager's
research and credit analysis are a correspondingly more important aspect of its
program for managing a Portfolio's securities than would be the case if a
Portfolio did not invest in lower-rated securities. In considering investments
for a Portfolio, the Manager will attempt to identify issuers of lower-rated
securities whose financial conditions are adequate to meet future obligations,
have improved, or are expected to improve in the future.

UNRATED SECURITIES
The Manager also will consider investments in unrated securities for a
Portfolio when the Manager believes that the financial condition of the issuers
of the securities, or the protection afforded by the terms of the securities
themselves, limits the risk to the Portfolio to a degree comparable to rated
securities that are consistent with the Portfolio's objective and policies.

BORROWING AND LEVERAGE
The Portfolios may use borrowings for investment purposes subject to the limit
imposed by the 1940 Act, which is up to 33  1/3% of a Portfolio's assets.
Borrowings by a Portfolio result in leveraging of the Portfolio's shares. The
Portfolios may also use leverage for investment transactions by entering into
transactions such as reverse repurchase agreements, forward contracts and
dollar rolls. This means that a Portfolio uses cash made available during the
term of these transactions to make investments in other fixed-income securities.

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 or the carrying costs of leveraged
transactions, 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 or the
carrying costs of leveraged transactions 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

                                                                             29



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

PARTICIPATING IN YOUR PLAN
The Portfolios are available as an investment option in your retirement or
savings plan. The administrator of your plan or your employee benefits office
can provide you with detailed information on how to participate in your plan
and how to elect any of the Portfolios as an investment option.

You may be permitted to elect different investment options, alter the amounts
contributed to your plan or change how contributions are allocated among your
investment options in accordance with your plan's specific provisions. See your
plan administrator or employee benefits office for more details.

Contributions, exchanges or distributions of Portfolio shares are effective
when received in "good form" by Bernstein LLC or its agents. "Good form" means
that completed information on the purchase, exchange or redemption and the
appropriate monies have been received by Bernstein LLC or its agents.

Your plan may allow you to exchange monies from one investment option to
another. Check with your plan administrator for details on the rules governing
exchanges in your plan. Certain investment options may be subject to unique
restrictions.

Before making an exchange, you should consider the following:

.  If you are making an exchange to another Bernstein Fund option, please read
   the Fund's prospectus. Write to the address or call the number that appears
   on the back of this prospectus for a copy.

.  Exchanges are accepted by Bernstein LLC only as permitted by our plan. Your
   plan administrator can explain how frequently exchanges are allowed.

If you have any questions about your account, contact your plan administrator
or the organization that provides record-keeping services for your plan.

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES
The Board 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 Portfolio shareholders.
These policies are described below. Sanford C. Bernstein Fund, Inc. (the
"Fund") reserves the right to restrict, reject or cancel, without any prior
notice, any purchase or exchange order for any reason, including any purchase
or exchange order accepted by any shareholder's financial intermediary.

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund
will try to prevent market timing by utilizing the procedures described below,
these procedures may not be successful in identifying or stopping excessive or
short-term trading in all circumstances. By realizing profits through
short-term trading, shareholders that engage in rapid purchases and sales or
exchanges of a Portfolio's shares dilute the value of shares held by long-term
shareholders. Volatility resulting from excessive purchases and sales or
exchanges of Portfolio shares, 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 a
Portfolio's shares 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 shareholders
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 and realization of taxable capital gains 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 performance.

A Portfolio that invests significantly 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 the close of regular trading on the
Exchange (normally 4:00 p.m., Eastern time), which gives rise to the
possibility that developments may have occurred in the interim that would
affect the value of these securities. The time zone differences among
international stock markets can allow a shareholder engaging in a short-term
trading strategy to exploit differences in Portfolio 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"). The Fund has procedures, referred to as fair value pricing,
designed to adjust closing market prices of foreign securities to reflect what
is believed to be the fair value of those securities at the time a Portfolio
calculates its NAV. While there is no assurance, the Fund expects that the use
of fair value pricing, in addition to the short-term trading policies discussed
below, will significantly reduce a shareholder's ability to engage in time zone
arbitrage to the detriment of other Portfolio shareholders.

A shareholder 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. A
shareholder may seek to engage in short-term trading to take advantage of these
pricing differences (referred to as "price arbitrage"). All funds may be
adversely affected by price arbitrage.

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 Portfolio

                                                                             31



shares. 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.

.  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agent, Bernstein
   LLC, maintains surveillance procedures to detect excessive or short-term
   trading in Portfolio shares. This surveillance process involves several
   factors, which include scrutinizing transactions in Portfolio shares that
   exceed certain monetary thresholds or numerical limits within a specified
   period of time. Generally, more than two exchanges of Portfolio shares
   during any 90-day period or purchases of shares followed by a sale within 90
   days will be identified by these surveillance procedures. For purposes of
   these transaction surveillance procedures, the Fund may consider trading
   activity in multiple accounts under common ownership, control, or influence.
   Trading activity identified by either, or a combination, of these factors,
   or as a result of any other information available at the time, will be
   evaluated to determine whether such activity might constitute excessive or
   short-term trading. 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, such as for
   certain retirement plans, to conform to plan exchange limits or U.S.
   Department of Labor regulations, or for certain automated or pre-established
   exchange, asset allocation or dollar cost averaging programs, or omnibus
   account arrangements.

.  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 Fund account(s) will be
   immediately "blocked" and no future purchase or exchange activity will be
   permitted. However, sales of Portfolio shares back to a 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. A blocked account will generally remain blocked unless and until
   the account holder or the associated broker, dealer or other financial
   intermediary provides evidence or assurance acceptable to the Fund that the
   account holder did not or will not in the future engage in excessive or
   short-term trading.

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

RISKS TO SHAREHOLDERS RESULTING FROM IMPOSITION OF ACCOUNT BLOCKS IN RESPONSE
TO EXCESSIVE SHORT-TERM TRADING ACTIVITY. A shareholder 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 a Portfolio that the shareholder did not intend
to hold on a long-term basis or that may not be appropriate for the
shareholder's risk profile. To rectify this situation, a shareholder with a
"blocked" account may be forced to redeem Portfolio shares, which could be
costly if, for example, these shares have declined in value or the sale results
in adverse tax consequences to the shareholder. To avoid this risk, a
shareholder 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.
Shareholders seeking to engage in excessive short-term trading activities may
deploy a variety of strategies to avoid detection and, despite the efforts of
the Fund and its agents to detect excessive or short duration trading in
Portfolio shares, there is no guarantee that the Fund will be able to identify
these shareholders or curtail their trading practices. In particular, the Fund
may not be able to detect excessive or short-term trading in Portfolio shares
attributable to a particular investor who effects purchase and/or exchange
activity in Portfolio shares through omnibus accounts. Also, multiple tiers of
these entities may exist, each utilizing an omnibus account arrangement, which
may further compound the difficulty of detecting excessive or short duration
trading activity in Portfolio shares.

HOW THE PORTFOLIOS VALUE THEIR SHARES
Each Portfolio's net asset value ("NAV") is calculated at the close of regular
trading on the New York Stock Exchange (the "Exchange") (ordinarily, 4:00 p.m.,
Eastern time), only on days when the Exchange is open for business. To
calculate NAV, each 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

32



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 Fund values each Portfolio's 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 Board. When the Fund uses fair value pricing, it may take into account any
factors it deems appropriate. The Fund may determine fair value based upon
developments related to a specific security, current valuations of foreign
stock indices (as reflected in U.S. futures markets) and/or U.S. sector or
broader stock market indices. The prices of securities used by the Fund to
calculate each Portfolio's NAV may differ from quoted or published prices for
the same securities. Fair value pricing involves subjective judgments and it is
possible that the fair value determined for a security is materially different
than the value that could be realized upon the sale of that security.

The Fund expects to use fair value pricing for securities primarily traded on
U.S. exchanges only under very limited circumstances, such as the early closing
of the exchange on which a security is traded or suspension of trading in the
security. The Fund may use fair value pricing more frequently for securities
primarily traded on non-U.S. markets because, among other things, most foreign
markets close well before the Fund value their securities at the close of
regular trading on the Exchange. 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 Fund believes that
foreign security values may be affected by events that occur after the close of
foreign securities markets. To account for this, the Fund may frequently value
many of 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 Board has delegated responsibility for
valuing the Fund's assets to AllianceBernstein. AllianceBernstein has
established a Valuation Committee, which operates under the policies and
procedures approved by the Board, to value the Fund's assets on behalf of the
Fund. The Valuation Committee values Fund assets as described above.

                                                                             33



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

INVESTMENT MANAGER
Each Portfolio's Manager is AllianceBernstein L.P., 1345 Avenue of the
Americas, New York, NY 10105. The Manager is a leading international investment
adviser supervising client accounts with assets as of September 30, 2009
totaling approximately $498 billion (of which more than $74 billion represented
assets of investment companies). As of September 30, 2009, the Manager managed
retirement assets for many of the largest public and private employee benefit
plans (including 43 of the nation's FORTUNE 100 companies), for public employee
retirement funds in 39 states, for investment companies, and for foundations,
endowments, banks and insurance companies worldwide. Currently, the 35
registered investment companies managed by the Manager, comprising
approximately 98 separate investment portfolios, have approximately 3.7 million
retail accounts.

The Manager provides investment advisory services and order placement
facilities for the Portfolios. For these advisory services, each of the
Portfolios paid the Manager, during its most recent fiscal year, a percentage
of net assets as follows:

                                  FEE AS A PERCENTAGE OF
                                       AVERAGE NET       FISCAL YEAR
           PORTFOLIO                      ASSETS            ENDED
           ---------------------------------------------------------
           International                   .89%            9/30/09
           Short Duration Plus             .45%            9/30/09
           Intermediate Duration           .44%            9/30/09

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

The Manager may act as an investment adviser to other persons, firms or
corporations, including investment companies, hedge funds, pension funds and
other institutional investors. The Manager may receive management fees,
including performance fees, that may be higher or lower than the advisory fees
it receives from the Portfolios. Certain other clients of the Manager may have
investment objectives and policies similar to those of a Portfolio. The Manager
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 Manager to allocate advisory recommendations and the
placing of orders in a manner that is deemed equitable by the Manager to the
accounts involved, including the Portfolios. When two or more of the clients of
the Manager (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 of, and investment decisions for, the INTERNATIONAL
PORTFOLIO are made by the Blend Strategies Team, comprised of senior Blend
portfolio managers. The Blend Strategies Team relies heavily on the Manager's
growth, value and fixed-income investment teams and, in turn, the fundamental
research of the Manager's large internal research staff. No one person is
principally responsible for coordinating the Portfolio's investments.

The following table lists the persons within the Blend Strategies Team with the
most significant responsibility for the day-to-day management of the Portfolio,
the length of time that each person has been jointly and primarily responsible
for the Portfolio, and each person's principal occupation during the past five
years:

                                                   PRINCIPAL OCCUPATION DURING
EMPLOYEE; LENGTH OF SERVICE; TITLE                   THE PAST FIVE (5) YEARS
--------------------------------------------------------------------------------------
Thomas J. Fontaine; since 2009; Senior       Senior Vice President of the Manager,
Vice President of the Manager                with which he has been associated in a
                                             similar capacity to his current position
                                             since prior to 2005, and Head of
                                             Research and Investment Design--
                                             Defined Contribution.

Dokyoung Lee; since 2008; Senior Vice        Senior Vice President of the Manager,
President of the Manager                     with which he has been associated in a
                                             similar capacity to his current position
                                             since prior to 2005, and Director of
                                             Research--Blend Strategies.

Joshua B. Lisser; since inception; Senior    Senior Vice President of the Manager,
Vice President of the Manager                with which he has been associated in a
                                             similar capacity to his current position
                                             since prior to 2005, and Chief
                                             Investment Officer--Index Strategies.

Seth J. Masters; since inception; Executive  Executive Vice President of the
Vice President of the Manager                Manager, with which he has been
                                             associated in a similar capacity to his
                                             current position since prior to 2005,
                                             Chief Investment Officer--Blend
                                             Strategies and Chief Investment
                                             Officer--Defined Contribution.

Patrick J. Rudden; since 2009; Senior Vice   Senior Vice President of the Manager,
President of the Manager                     with which he has been associated in a
                                             similar capacity to his current position
                                             since prior to 2005, and Head of Blend
                                             Strategies.

The day-to-day management of, and investment decisions for, the SHORT DURATION
PLUS PORTFOLIO are made by the Manager's U.S. Investment Grade: Liquid Markets
Structured Products Investment Team. The U.S. Investment Grade: Liquid Markets
Structured Products Investment Team relies heavily on the fundamental analysis
and research of the Manager's large internal research staff. No one person is
principally responsible for coordinating the Portfolio's investments.

The following table lists the persons within the U.S. Investment Grade: Liquid
Markets Structured Products Investment Team with the most significant
responsibility for the day-to-day management of the Portfolio, the length of
time

34



that each person has been jointly and primarily responsible for the Portfolio,
and each person's principal occupation during the past five years:

                                                  PRINCIPAL OCCUPATION DURING
EMPLOYEE; LENGTH OF SERVICE; TITLE                  THE PAST FIVE (5) YEARS
-------------------------------------------------------------------------------------
Jon P. Denfeld; since 2008; Vice President  Vice President of the Manager, with
of the Manager                              which he has been associated since
                                            May 2008. Prior thereto, he was a
                                            Senior U.S. Portfolio Manager at UBS
                                            Global Asset Management from 2006-
                                            2007. Prior thereto, he was a portfolio
                                            manager for Shay Asset Management
                                            since prior to 2005.

Shawn E. Keegan; since 2005; Vice           Vice President of the Manager, with
President of the Manager                    which he has been associated since
                                            prior to 2005.

Alison M. Martier; since 2009; Senior Vice  Senior Vice President of the Manager,
President of the Manager                    with which she has been associated
                                            since prior to 2005, and Director of the
                                            Fixed Income Senior Portfolio Manager
                                            Team.

Douglas J. Peebles; since 2009; Executive   Executive Vice President of the
Vice President of the Manager               Manager, with which he has been
                                            associated since prior to 2005, and
                                            Chief Investment Officer and Head of
                                            AllianceBernstein Fixed Income.

Greg J. Wilensky; since 2009; Senior Vice   Senior Vice President of the Manager,
President of the Manager                    with which he has been associated
                                            since prior to 2005, and Director of
                                            Stable Value Investments.

The day-to-day management of, and investment decisions for, the INTERMEDIATE
DURATION PORTFOLIO are made by the U.S. Investment Grade: Core Fixed Income
Team. The U.S. Investment Grade: Core Fixed Income Team relies heavily on the
fundamental analysis and research of the Manager's large internal research
staff. No one person is principally responsible for coordinating the
Portfolio's investments.

The following table lists the persons within the U.S. Investment Grade: Core
Fixed Income Team with the most significant responsibility for the day-to-day
management of the Portfolio, the length of time that each person has been
jointly and primarily responsible for the Portfolio, and each person's
principal occupation during the past five years:

                                                 PRINCIPAL OCCUPATION DURING
EMPLOYEE; LENGTH OF SERVICE; TITLE                 THE PAST FIVE (5) YEARS
-----------------------------------------------------------------------------------
Paul J. DeNoon; since 2009; Senior Vice     Senior Vice President of the Manager,
President of the Manager                    with which he has been associated in a
                                            substantially similar capacity to his
                                            current position since prior to 2005,
                                            and Director of Emerging Market Debt.

Shawn E. Keegan; since 2005; Vice           (see above)
President of the Manager

Alison M. Martier; since 2005; Senior Vice  (see above)
President of the Manager

Douglas J. Peebles; since 2007; Executive   (see above)
Vice President of the Manager

Greg J. Wilensky; since 20059; Senior Vice  (see above)
President of the Manager

Each Portfolio's SAI provides additional information about the portfolio
managers' compensation, other accounts managed by the portfolio managers, and
the portfolio managers' ownership of securities in the Portfolios.

PRIOR PERFORMANCE OF SIMILARLY MANAGED PORTFOLIOS
As described in this Prospectus, we diversify the investment portfolio of the
International Portfolio between the growth and value investment styles.
Normally, approximately 50% of the value of the International Portfolio will
consist of value stocks and 50% will consist of growth stocks, although this
allocation will vary within a range around this 50/50 target.

We have substantial experience in managing client portfolios using each of
these investment disciplines. Presented in Displays 1 and 2 is historical
performance information for our international growth and international value
investment disciplines. These charts reflect the performance of accounts that
are managed substantially similarly to the manner in which the separate
international growth and international value components of the International
Portfolio are managed. Our own history of managing client portfolios using the
growth and value disciplines began more than ten years ago. The Displays below
set forth the details of our performance in managing portfolios using each of
these styles.

Certain of the investment teams employed by the Manager in managing the
International Portfolio have experience in managing discretionary accounts of
institutional clients and/or other registered investment companies and portions
thereof (the "Historical Accounts") that have substantially the same investment
objectives and policies and are managed in accordance with essentially the same
value and growth disciplines as those applicable to the portions of the
International Portfolio they manage. The Historical Accounts that are not
registered investment companies or portions thereof are not subject to certain
limitations, diversification requirements and other restrictions imposed under
the 1940 Act and the Code to which the International Portfolio, as a registered
investment company, is subject and which, if applicable to the Historical
Accounts, may have adversely affected the performance of the Historical
Accounts.

Set forth below is performance data provided by the Manager relating to the
Historical Accounts managed by investment teams that manage the International
Portfolio's assets. Performance data is shown for the period during which the
relevant investment team of AllianceBernstein or its Bernstein unit managed the
Historical Accounts through December 31, 2009. Each of an investment team's
Historical Accounts has a nearly identical composition of investment holdings
and related percentage weightings.

The performance data is net of all fees (including brokerage commissions)
charged to the Historical Accounts, calculated on a monthly basis. The data has
not been adjusted to reflect any fees that will be payable by the International
Portfolio, which may be higher than the fees imposed on the Historical
Accounts, and will reduce the returns of these Portfolios. Except as noted, the
performance data has also not been adjusted for corporate or individual taxes,
if any, payable by account owners.

                                                                             35




The Manager has calculated the investment performance of the Historical
Accounts on a trade-date basis. Dividends have been accrued at the end of the
month and cash flows weighted daily. Composite investment performance for value
accounts has been determined on an equal weighted basis for periods prior to
January 1, 2003 and on an asset weighted basis for periods subsequent thereto.
Composite investment performance for growth accounts has been determined on an
asset weighted basis. New accounts are included in the composite investment
performance computations at the beginning of the quarter following the initial
contribution. The total returns set forth below are calculated using a method
that links the monthly return amounts for the disclosed periods, resulting in a
time-weighted rate of return. Other methods of computing the investment
performance of the Historical Accounts may produce different results, and the
results for different periods may vary.

The MSCI EAFE Index shown in Displays 1 and 2 is a free float-adjusted market
capitalization index that is designed to measure developed market equity
performance, excluding the United States & Canada. As of June 2007, the MSCI
EAFE Index consisted of the following 21 developed market country indices:
Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong
Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal,
Singapore, Spain, Sweden, Switzerland and the United Kingdom.

To the extent an investment team utilizes investment techniques such as futures
or options, the indices shown may not be substantially comparable to the
performance of the investment team's Historical Accounts. The indices shown are
included to illustrate material economic and market factors that existed during
the time period shown. None of the indices reflects the deduction of any fees.
If an investment team were to purchase a portfolio of securities substantially
identical to the securities comprising the relevant index, the performance of
the portion of the Portfolio managed by that investment team relative to the
index would be reduced by the Portfolio's expenses, including brokerage
commissions, advisory fees, distribution fees, custodial fees, transfer agency
costs and other administrative expenses, as well as by the impact on the
Portfolio's shareholders of sales charges and income taxes.

The performance of the Portfolio will be affected both by the performance of
each investment team managing a portion of the Portfolio's assets and by the
Manager's allocation of the Portfolio's portfolio between the two investment
teams. If either or both of the investment teams employed by the Manager in
managing the Portfolio were to perform relatively poorly, and/or if the Manager
were to allocate more of the Portfolio's portfolio to a relatively poorly
performing investment team, the performance of the Portfolio would suffer.
Investors should not rely on the performance data of the Historical Accounts as
an indication of future performance of all or any portion of the Portfolio.

Display 1 presents the historical performance for AllianceBernstein's
international growth investment discipline ("Growth Composite"). THE
PERFORMANCE INFORMATION SET FORTH IN DISPLAY 1 DOES NOT REPRESENT THE
PERFORMANCE OF THE INTERNATIONAL PORTFOLIO.

Display 1
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH COMPOSITE
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------

                                    [CHART]

                                                         Premium/Discount to
                  Growth Composite    MSCI EAFE Index      MSCI EAFE Index
                  ----------------    ---------------      ---------------

One Year                33.36%           31.78%               1.58%
Three Years             -7.69%           -6.04%              -1.64%
Five Years               1.65%            3.54%              -1.88%
10 Years                -0.14%            1.17%              -1.32%
Since Inception          6.14%            5.75%               0.40%
(12/90)

Periods ended December 31, 2009.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

Display 2 presents the historical performance for Bernstein's international
value investment discipline ("Value Composite"). THE PERFORMANCE INFORMATION
SET FORTH IN DISPLAY 2 DOES NOT REPRESENT THE PERFORMANCE OF THE INTERNATIONAL
PORTFOLIO.

Display 2
BERNSTEIN INTERNATIONAL VALUE COMPOSITE
AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------

                                    [CHART]

                                      MSCI EAFE Index     Premium/Discount to
                Growth Composite        (GDP, HH)      MSCI EAFE Index (GDP, HH)
                ----------------    ---------------    -------------------------

One Year             30.57%              28.46%                 2.12%
Three Years         -11.82%              -7.29%                -4.53%
Five Years            1.70%               3.91%                -2.21%
10 Years              4.52%               0.88%                 3.64%
Since Inception       8.77%               7.18%                 1.60%
(06/92)

Periods ended December 31, 2009.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS.

Until September 2, 2003, the International Portfolio was managed using only the
Manager's international value discipline. Since September 2, 2003, the
International Portfolio has been managed using both the Manager's international
growth and international value investment disciplines.

THE ABOVE PERFORMANCE DATA IN DISPLAYS 1 AND 2 ARE PROVIDED SOLELY TO
ILLUSTRATE THE MANAGER'S EXPERIENCE IN

36



MANAGING ACCOUNTS USING THE GROWTH AND VALUE INVESTMENT DISCIPLINES. INVESTORS
SHOULD NOT RELY ON THIS INFORMATION AS AN INDICATION OF ACTUAL PERFORMANCE OF
ANY ACCOUNT OR FUTURE PERFORMANCE OF THE INTERNATIONAL PORTFOLIO. OTHER METHODS
OF COMPUTING RETURNS MAY PRODUCE DIFFERENT RESULTS, AND THE RESULTS FOR
DIFFERENT PERIODS WILL VARY.

LEGAL PROCEEDINGS
On October 2, 2003, a purported class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against the Manager; AllianceBernstein Holding L.P. ("Holding");
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein
Mutual Funds, certain officers of the Manager ("AllianceBernstein defendants");
and certain other unaffiliated defendants, 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
AllianceBernstein 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 Manager, including recovery
of all fees paid to the Manager pursuant to such contracts.

Following October 2, 2003, additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Manager and certain other defendants. 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 Manager. All four complaints include substantially identical factual
allegations, which appear to be based in large part on the Order of the
Commission dated December 18, 2003 as amended and restated January 15, 2004 and
the New York State Attorney General Assurance of Discontinuance dated
September 1, 2004.

On April 21, 2006, the Manager and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential memorandum of understanding containing their
agreement to settle these claims. The agreement will be documented by a
stipulation of settlement and will be submitted for court approval at a later
date. The settlement amount ($30 million), which the Manager previously accrued
and disclosed, has been disbursed. The derivative claims brought on behalf of
Holding, in which plaintiffs seek an unspecified amount of damages, remain
pending.

It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the affected funds'
shares or other adverse consequences to those funds. This may require the funds
to sell investments to provide for sufficient liquidity and could also have an
adverse effect on the investment performance of the funds. However, the Manager
believes that these matters are not likely to have a material adverse effect on
its ability to perform advisory services relating to those funds or the
Portfolios.

SHAREHOLDER SERVICING FEES
AllianceBernstein provides the Fund with shareholder servicing services. For
these services, AllianceBernstein charges each Fixed-Income Portfolio an annual
fee of 0.10% of each such Portfolio's average daily assets and the
International Portfolio an annual fee of 0.25% of such Portfolio's average
daily net assets. These shareholder services include providing information to
shareholders concerning their Portfolio investments, systematic withdrawal
plans, Portfolio dividend payments and reinvestments, shareholder account or
transactions status, net asset value of shares, Portfolio performance,
Portfolio services, plans and options, Portfolio investment policies, portfolio
holdings and tax consequences of Portfolio investments; dealing with
shareholder complaints and other correspondence relating to Portfolio matters;
and communications with shareholders when proxies are being solicited from them
with respect to voting their Portfolio shares.

DISTRIBUTION SERVICES
Bernstein LLC, a Delaware limited liability company and registered
broker-dealer and investment adviser, provides each of the Portfolios with
distribution services pursuant to a Distribution Agreement between the Fund and
Bernstein LLC. Bernstein LLC does not charge a fee for these services.
Bernstein LLC is a wholly-owned subsidiary of AllianceBernstein.

RETIREMENT PLAN SERVICES
Employer-sponsored defined contribution retirement plans, such as 401(k) plans,
may hold Portfolio shares in the name of the plan, rather than the individual
participants. In these cases, the plan recordkeeper performs transfer-agency
functions for these shareholder accounts. Plan recordkeepers may be paid, or
plans may be reimbursed, by the Portfolio for each plan participant portfolio
account in an amount equal to the lesser of 0.12% of the assets of the
Portfolio attributable to such plan or $12 per account, per annum. To the
extent any of these payments for retirement plan accounts are made by the
Portfolio, they are included in the amount appearing opposite the caption
"Other Expenses" found in the Portfolio expense tables under "Annual Portfolio
Operating Expenses."

The Manager, at its expense, may provide additional payments to plan
recordkeepers for the services they provide to plan participants that have
invested in a Portfolio.

ADDITIONAL FEES FOR CERTAIN INVESTORS
Certain investors in the Portfolios are private advisory clients of affiliates
of the Manager and in such capacity pay separate fees to such affiliates. These
fees are in addition to Portfolio related fees. For more information on such
fees, please contact your Bernstein advisor.

                                                                             37



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

The discussion below assumes that all investors in the Portfolios are
participants in employer-sponsored retirement or savings plans.

The Short Duration Plus and the Intermediate Duration Portfolios intend to
declare dividends daily and pay them monthly. The International Portfolio
intends to declare and pay dividends at least annually, generally in December.
Capital gains distributions are made at least annually, generally in December.
Each Portfolio's distributions and dividends are paid in additional shares of
that Portfolio based on the Portfolio's net asset value at the close of
business on the record date.

As a consequence of your using the Portfolios as an investment option in an
employer-sponsored retirement or savings plan, dividends and capital gains
distributions from the Portfolios generally will not be subject to current
taxation, but will accumulate on a tax-deferred basis. In general,
employer-sponsored retirement and savings plans are governed by a complex set
of tax rules. You should consult your plan administrator, your plan's Summary
Plan Description or a professional tax advisor regarding the tax consequences
of your participation in the plan and of any plan contributions or withdrawals.

Your dividends and capital gains distributions, if any, will be automatically
reinvested in shares of the Portfolios. The number of shares you receive is
based upon the net asset value of the Portfolios on the record date. Such
reinvestments automatically occur on the payment date of such dividends and
capital gains distributions. In the alternative, you may elect in writing
received by us not less than five business days prior to the record date to
received dividends and/or capital gains distributions in cash. You will not
receive interest on uncashed dividend, distribution or redemption checks.

Dividends and interest received by the Portfolios may be subject to foreign
withholding and other taxes. However, tax treaties between certain countries
and the United States may reduce or eliminate such taxes. You will not be able
to claim foreign tax credits or deductions on their own federal income tax
returns with respect to such taxes paid by a Portfolio.

38



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

FINANCIAL   NON-U.S.                  The financial highlights table is intended to help you
HIGHLIGHTS  STOCK PORTFOLIOS          understand the financial perform-ance of the Portfolio for the
                                      periods indicated. Certain information reflects financial
            INTERNATIONAL PORTFOLIO   results for a single Portfolio share. 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). The information for each
                                      fiscal-year-end period has been audited by
                                      PricewaterhouseCoopers LLP, whose reports, along with the
                                      Portfolio's financial statements, are included in the
                                      Portfolio's 2009 annual report, which is available upon request.

INTERNATIONAL PORTFOLIO INTERNATIONAL CLASS
--------------------------------------------------------------------------------
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                           2009         2008         2007           2006
------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $    16.51   $    29.38   $    27.17    $    23.27
                                                                       ----------   ----------   ----------    ----------
INCOME FROM INVESTMENT OPERATIONS:
Investment income, net+                                                      0.25         0.50         0.46          0.40
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                      (1.31)       (9.89)        5.63          3.81
Contribution from adviser                                                    0.00         0.00         0.00(c)       0.00
                                                                       ----------   ----------   ----------    ----------
Total from investment operations                                            (1.06)       (9.39)        6.09          4.21
                                                                       ----------   ----------   ----------    ----------
LESS DISTRIBUTIONS:
Dividends from taxable net investment income                                (0.45)       (0.44)       (0.53)        (0.31)
Distributions from net realized gain on investment transactions              0.00        (3.04)       (3.35)         0.00
                                                                       ----------   ----------   ----------    ----------
Total distributions                                                         (0.45)       (3.48)       (3.88)        (0.31)
                                                                       ----------   ----------   ----------    ----------
Net asset value, end of period                                         $    15.00   $    16.51   $    29.38    $    27.17
                                                                       ==========   ==========   ==========    ==========
TOTAL RETURN(A)                                                             (5.59)%     (36.07)%      24.52%        18.29%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)                                $2,364,571   $2,788,102   $4,315,454    $3,397,969
Average net assets (000 omitted)                                       $2,032,024   $3,828,486   $3,892,605    $3,125,615
Ratio of expenses to average net assets                                      1.19%        1.18%        1.18%         1.20%(d)
Ratio of net investment income to average net assets                         2.03%        2.16%        1.68%         1.55%(d)
Portfolio turnover rate                                                        91%          53%          59%           73%
------------------------------------------------------------------------------------------------------------------------------

                                                                          2005
----------------------------------------------------------------------------------
Net asset value, beginning of period                                   $    18.94
                                                                       ----------
INCOME FROM INVESTMENT OPERATIONS:
Investment income, net+                                                      0.25
Net realized and unrealized gain (loss) on investment and foreign
 currency transactions                                                       4.25
Contribution from adviser                                                    0.00
                                                                       ----------
Total from investment operations                                             4.50
                                                                       ----------
LESS DISTRIBUTIONS:
Dividends from taxable net investment income                                (0.17)
Distributions from net realized gain on investment transactions              0.00
                                                                       ----------
Total distributions                                                         (0.17)
                                                                       ----------
Net asset value, end of period                                         $    23.27
                                                                       ==========
TOTAL RETURN(A)                                                             23.90%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)                                $2,785,730
Average net assets (000 omitted)                                       $2,462,819
Ratio of expenses to average net assets                                      1.26%
Ratio of net investment income to average net assets                         1.17%
Portfolio turnover rate                                                        61%
----------------------------------------------------------------------------------

Please refer to footnotes on page 42.

40



FINANCIAL   FIXED-INCOME          The financial highlights table is intended to help you
HIGHLIGHTS  TAXABLE PORTFOLIOS    understand the financial perform-ance of the Portfolio for the
                                  periods indicated. Certain information reflects financial
            SHORT DURATION PLUS   results for a single Portfolio share. The total returns in the
             PORTFOLIO            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). The information for each
                                  fiscal-year-end period has been audited by
                                  PricewaterhouseCoopers LLP, whose reports, along with the
                                  Portfolio's financial statements, are included in the
                                  Portfolio's 2009 annual report, which is available upon request.

SHORT DURATION PLUS PORTFOLIO SHORT DURATION PLUS CLASS
--------------------------------------------------------------------------------
                                                                                      YEAR ENDED SEPTEMBER 30,
                                                                         2009       2008       2007        2006       2005
-----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $  11.45  $  12.24    $  12.31  $  12.39     $  12.67
                                                                       --------  --------    --------  --------     --------
INCOME FROM INVESTMENT OPERATIONS:
Investment income, net+                                                    0.35      0.46        0.55      0.49         0.37
Net realized and unrealized gain (loss) on investment, futures and
 foreign currency transactions                                             0.22     (0.77)      (0.05)    (0.05)       (0.24)
                                                                       --------  --------    --------  --------     --------
Total from investment operations                                           0.57     (0.31)       0.50      0.44         0.13
                                                                       --------  --------    --------  --------     --------
LESS DISTRIBUTIONS:
Dividends from taxable net investment income                              (0.37)    (0.48)      (0.57)    (0.52)       (0.40)
Distributions from net realized gains on investment transactions           0.00      0.00        0.00      0.00        (0.01)
                                                                       --------  --------    --------  --------     --------
Total distributions                                                       (0.37)    (0.48)      (0.57)    (0.52)       (0.41)
                                                                       --------  --------    --------  --------     --------
Net asset value, end of period                                         $  11.65  $  11.45    $  12.24  $  12.31     $  12.39
                                                                       ========  ========    ========  ========     ========
TOTAL RETURN(A)                                                            5.08%    (2.61)%*     4.15%     3.65%        1.10%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)                                $424,137  $369,337    $339,266  $375,908     $398,787
Average net assets (000 omitted)                                       $367,415  $342,890    $355,957  $383,702     $410,072
Ratio of expenses to average net assets                                    0.63%     0.64%       0.65%     0.66%(d)     0.68%
Ratio of net investment income to average net assets                       3.08%     3.88%       4.52%     4.00%(d)     2.97%
Portfolio turnover rate                                                     176%      116%        127%      157%         220%
-----------------------------------------------------------------------------------------------------------------------------

Please refer to footnotes on page 42.

                                                                             41



FINANCIAL   FIXED-INCOME            The financial highlights table is intended to help you
HIGHLIGHTS  TAXABLE PORTFOLIOS      understand the financial perform-ance of the Portfolio for the
                                    periods indicated. Certain information reflects financial
            INTERMEDIATE DURATION   results for a single Portfolio share. The total returns in the
             PORTFOLIO              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). With respect to the
                                    Intermediate Duration Portfolio, the information for each
                                    fiscal-year-end period has been audited by
                                    PricewaterhouseCoopers LLP, whose reports, along with the
                                    Portfolio's financial statements, are included in the
                                    Portfolio's 2009 annual report, which is available upon request.

INTERMEDIATE DURATION PORTFOLIO
--------------------------------------------------------------------------------
                                                                                            YEAR ENDED SEPTEMBER 30,
                                                                           2009          2008         2007          2006
------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                                   $    12.25   $    13.11     $    13.11  $    13.27
                                                                       ----------   ----------     ----------  ----------
INCOME FROM INVESTMENT OPERATIONS:
Investment income, net+                                                      0.60         0.62           0.62        0.59
Net realized and unrealized gain (loss) on investment, futures and
 foreign currency transactions                                               1.07        (0.80)         (0.01)      (0.15)
Contributions from adviser
                                                                       ----------   ----------     ----------  ----------
Total from investment operations                                             1.67        (0.18)          0.61        0.44
                                                                       ----------   ----------     ----------  ----------
LESS DISTRIBUTIONS:
Dividends from taxable net investment income                                (0.62)       (0.68)         (0.61)      (0.60)
Distributions from net realized gains on investment transactions            (0.12)        0.00           0.00        0.00(c)
                                                                       ----------   ----------     ----------  ----------
Total distributions                                                         (0.74)       (0.68)         (0.61)      (0.60)
                                                                       ----------   ----------     ----------  ----------
Net asset value, end of period                                         $    13.18   $    12.25     $    13.11  $    13.11
                                                                       ==========   ==========     ==========  ==========
TOTAL RETURN(A)                                                             14.41%*      (1.53)%*^       4.78%       3.47%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)                                $5,007,391   $4,886,527     $5,062,112  $4,138,898
Average net assets (000 omitted)                                       $4,463,855   $5,220,966     $4,592,670  $3,694,176
Ratio of expenses to average net assets                                      0.57%        0.57%          0.58%       0.60%(d)
Ratio of expenses to average net assets before reimbursement
Ratio of net investment income to average net assets                         4.96%        4.75%          4.73%       4.56%(d)
Portfolio turnover rate                                                        82%          95%           204%        426%
------------------------------------------------------------------------------------------------------------------------------

                                                                          2005
----------------------------------------------------------------------------------
Net asset value, beginning of period                                   $    13.41
                                                                       ----------
INCOME FROM INVESTMENT OPERATIONS:
Investment income, net+                                                      0.53
Net realized and unrealized gain (loss) on investment, futures and
 foreign currency transactions                                              (0.09)
Contributions from adviser
                                                                       ----------
Total from investment operations                                             0.44
                                                                       ----------
LESS DISTRIBUTIONS:
Dividends from taxable net investment income                                (0.54)
Distributions from net realized gains on investment transactions            (0.04)
                                                                       ----------
Total distributions                                                         (0.58)
                                                                       ----------
Net asset value, end of period                                         $    13.27
                                                                       ==========
TOTAL RETURN(A)                                                              3.35%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted)                                $3,386,745
Average net assets (000 omitted)                                       $3,104,905
Ratio of expenses to average net assets                                      0.60%
Ratio of expenses to average net assets before reimbursement
Ratio of net investment income to average net assets                         3.97%
Portfolio turnover rate                                                       586%
----------------------------------------------------------------------------------

* Includes the impact of proceeds received and credited to the Portfolio
  resulting from the class action settlements, which enhanced the performance
  of the Intermediate Duration Portfolio for the years ended September 30, 2009
  and September 30, 2008 by 0.01% and 0.02%, respectively and of the Short
  Duration Plus Portfolio for the year ended September 30, 2008 by 0.05%.

^ The total return for the Intermediate Duration Portfolio includes the impact
  of losses resulting from swap counterparty exposure to Lehman Brothers, which
  detracted from the performance of the Portfolio for the year ended
  September 30, 2008 by (.16)%.

+ Based on average shares outstanding.

(a)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.

(b)This reflects the return to a shareholder who purchased shares of the
   Portfolio at the beginning of the period and redeemed them at the end of the
   period, paying, in each case, the applicable portfolio transaction fee.
   Effective May 2, 2005, the portfolio transaction fee payable when shares of
   the Portfolio are purchased or sold was reduced from 2.00% to 1.00%. Total
   return to a shareholder for the years ended September 30, 2009,
   September 30, 2008, September 30, 2007, September 30, 2006 and September 30,
   2005, without taking into account these transaction fees, would have been
   15.85%, (34.93)%, 53.46%, 16.21% and 53.35%, respectively.

(c)Amount is less than $.005.

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

42



For more information about the Portfolios, the following documents are
available upon request:

.  ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS
The Portfolios' annual and semi-annual reports to shareholders 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.

.  STATEMENT OF ADDITIONAL INFORMATION (SAI)
The Portfolios have an SAI, which contains more detailed information about the
Portfolios, including their operations and investment policies. The Portfolios'
SAI and the independent registered public accounting firm's report and
financial statements in each Portfolio's most recent annual report to
shareholders 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 Manager:

                    BY MAIL:   AllianceBernstein L.P.
                               1345 Avenue of the Americas
                               New York, NY 10105

                    BY PHONE:  (212) 486-5800

Or you may view or obtain these documents from the Commission:

.  Call the Commission at 1-202-551-8090 for information on the operation of
   the Public Reference Room.

.  Reports and other information about the Portfolios are available on the
   EDGAR Database on the Commission's Internet site at http://www.sec.gov.

.  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 20549-1520.

                         ON THE INTERNET:  www.sec.gov

You also may find these documents and more information about the Manager and
the Portfolios on the Internet at: www.bernstein.com.

                 FUND                             SEC FILE NO.
                 ---------------------------------------------
                 Sanford C. Bernstein Fund, Inc.   811-05555

PRIVACY NOTICE

(This information is not part of the Prospectus)

At Bernstein, protecting the privacy and confidentiality of our clients'
personal information is a priority. We understand that you have entrusted us
with your private financial information, and we do everything possible to
maintain that trust. The following sets forth details of our approach to
ensuring the confidentiality of your personal information. We never sell client
lists or information about our clients (or former clients) to anyone. In the
normal course of business we collect information about our clients from the
following sources: (1) account documentation, including applications or other
forms (which may include information such as the client's name, address, social
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not permitted to use or share this information for any other purpose. If you
have any questions regarding the above policy, please call your Bernstein
advisor.
                                                             PRO-R401-0119-0110

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