AllianceBernstein Wealth Strategies (“Wealthliterature.alliancebernstein.com/Literature/LitLnk.aspx?... · AllianceBernstein Wealth Strategies (“Wealth ......

AllianceBernstein Wealth Strategies (“WealthStrategies”)

AllianceBernstein Exchange Reserves (“AEXR”)AllianceBernstein Municipal Income Portfolios

- AllianceBernstein Conservative Wealth Strategy (“Municipal Portfolios”)- AllianceBernstein Tax-Managed Conservative

Wealth Strategy- National Portfolio- High Income Municipal Portfolio

- AllianceBernstein Balanced Wealth Strategy - California Portfolio- AllianceBernstein Tax-Managed Balanced

Wealth Strategy- Arizona Portfolio- Intermediate Diversified Municipal Portfolio

- AllianceBernstein Wealth AppreciationStrategy

- Intermediate California Municipal Portfolio- Intermediate New York Municipal Portfolio

- AllianceBernstein Tax-Managed WealthAppreciation Strategy

- Massachusetts Portfolio- Michigan Portfolio

AllianceBernstein Retirement Strategies (“RetirementStrategies”)

- Minnesota Portfolio- New Jersey Portfolio

- AllianceBernstein 2000 Retirement Strategy - New York Portfolio- AllianceBernstein 2005 Retirement Strategy- AllianceBernstein 2010 Retirement Strategy

- Ohio Portfolio- Pennsylvania Portfolio

- AllianceBernstein 2015 Retirement Strategy- AllianceBernstein 2020 Retirement Strategy- AllianceBernstein 2025 Retirement Strategy

- Virginia PortfolioAllianceBernstein Blended Style Funds (“Blended Style

Funds”)- AllianceBernstein 2030 Retirement Strategy- AllianceBernstein 2035 Retirement Strategy- AllianceBernstein 2040 Retirement Strategy

- AllianceBernstein International Portfolio- AllianceBernstein Tax-Managed International

Portfolio- AllianceBernstein 2045 Retirement Strategy- AllianceBernstein 2050 Retirement Strategy- AllianceBernstein 2055 Retirement Strategy

AllianceBernstein Global Real Estate InvestmentFund II (“Global Real Estate”)AllianceBernstein Dynamic All-Market Fund

AllianceBernstein Limited Duration High Income (“DAMF”)Portfolio (“Limited Duration”)The AllianceBernstein Bond Funds (“Bond Funds”)

- AllianceBernstein Intermediate Bond Portfolio- AllianceBernstein Global Bond Fund

AllianceBernstein Emerging Markets Multi-AssetPortfolio (“EMMA”)AllianceBernstein Corporate Shares (“ACS”)

- AllianceBernstein Corporate Income Shares- AllianceBernstein Short Duration Portfolio- AllianceBernstein Unconstrained Bond Fund

- AllianceBernstein Municipal Income Shares- AllianceBernstein Taxable Multi-Sector Income

- AllianceBernstein High Income Fund SharesAllianceBernstein Inflation Strategies (“Inflation - AllianceBernstein Tax-Aware Real Return IncomeStrategies”) Shares

- AllianceBernstein Bond Inflation Strategy AllianceBernstein Emerging Markets Equity Portfolio- AllianceBernstein Municipal Bond Inflation

Strategy(“EME”)

- AllianceBernstein Real Asset Strategy

Supplement dated November 9, 2012 to the Prospectus and Statement of Additional Information (“SAI”) datedDecember 31, 2011 of Wealth Strategies, the Prospectus and SAI dated December 31, 2011 of RetirementStrategies, the Prospectus and SAI dated December 7, 2011 of Limited Duration, the Prospectus and SAI datedJanuary 31, 2012 of Bond Funds, the Prospectus and SAI dated January 31, 2012 of Inflation Strategies, theProspectus and SAI dated January 31, 2012 of AEXR, the Prospectus and SAI dated January 31, 2012 ofMunicipal Portfolios, the Prospectus and SAI dated January 31, 2012 of Blended Style Funds, the Prospectusand SAI dated March 1, 2012 of Global Real Estate, the Prospectus and SAI dated July 1, 2012 of DAMF, theProspectus and SAI dated July 31, 2012 of EMMA, the Prospectus and SAI dated August 31, 2012 of

ACS, and the Prospectus and SAI dated October 12, 2012 of EME (each a “Prospectus” or an “SAI” andcollectively, as the context may require, the “Prospectuses” and the “SAIs”). The Funds listed above mayhereinafter be referred to collectively as the “Funds”.

* * * * *

All Funds — The following information replaces the first two bulleted paragraphs in (i) the Prospectuses of theFunds under the headings “Investing in the Funds (or Portfolios) — Frequent Purchases and Redemptions of Fund(or Portfolio) Shares — Policy Regarding Short-Term Trading” and (ii) the SAIs of the Funds under the headings“Purchase of Shares — Frequent Purchases and Sales of Fund (or Portfolio) Shares”:

• Transaction Surveillance Procedures. The Funds, through their agents, ABI and ABIS, maintainsurveillance procedures to detect excessive or short-term trading in Fund shares. This surveillance processinvolves several factors, which include scrutinizing transactions in Fund shares that exceed certain monetarythresholds or numerical limits within a specified period of time. Generally, more than two exchanges ofFund shares during any 60-day period or purchases of shares followed by a sale within 60 days will beidentified by these surveillance procedures. For purposes of these transaction surveillance procedures, theFunds 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 otherinformation available at the time, will be evaluated to determine whether such activity might constituteexcessive or short-term trading. With respect to managed or discretionary accounts for which the accountowner gives his/her broker, investment adviser or other third party authority to buy and sell Fund shares, theFunds may consider trades initiated by the account owner, such as trades initiated in connection with bonafide cash management purposes, separately in their analysis. These surveillance procedures may bemodified from time to time, as necessary or appropriate to improve the detection of excessive or short-termtrading or to address specific circumstances.

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

* * * * *

Municipal Portfolios — Effective beginning January, 2013, the Municipal Portfolios (excluding IntermediateDiversified Municipal Portfolio, Intermediate California Municipal Portfolio and Intermediate New YorkMunicipal Portfolio) will change the payment date for dividends on their shares from the close of business on the20th day of each month to the close of business on the last day of each month.

* * * * *

This Supplement should be read in conjunction with the Prospectuses and SAIs for the Funds.

You should retain this Supplement with your Prospectuses and SAIs for future reference.

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

SUP-0104-0105-0106-0107-0109-0111-0114-0115-0116-0125-0134-0136-0137-0141-1112

EXCH

AN

GE

RESE

RVES

—RE

TIRE

MEN

TSH

ARE

S(A

,R,K

AN

DIC

LASS

SHA

RES)

PROSPECTUS | JANUARY 31, 2012

AllianceBernstein Exchange Reserves

(Class A–AEAXX; Class R–AREXX; Class K–AEKXX; Class I–AIEXX)

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

Investment Products Offered

� Are Not FDIC Insured� May Lose Value� Are Not Bank Guaranteed

TABLE OF CONTENTS

SUMMARY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

INVESTING IN THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

How to Buy Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

The Different Share Class Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Distribution Arrangements for Group Retirement Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Payments to Financial Intermediaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

How to Exchange Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

How to Sell or Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Frequent Purchases and Redemptions of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

How the Fund Values its Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

APPENDIX A—HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1

SUMMARY INFORMATION

AllianceBernstein Exchange Reserves

INVESTMENT OBJECTIVEThe Fund’s investment objective is maximum current income to the extent consistent with safety of principal and liquidity.

FEES AND EXPENSES OF THE FUNDThis table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Class AShares

Class RShares

Class KShares

Class IShares

Maximum Deferred Sales Charge (Load)(as a percentage of offering price or redemption proceeds, whichever is lower) None None None None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Class A Class R Class K Class I

Management Fees .25% .25% .25% .25%Distribution and/or Service (12b-1) Fees .30% .50% .25% NoneOther Expenses:

Transfer Agent .18% .10% .20% .03%Other Expenses .13% .12% .12% .12%

Total Other Expenses .31% .22% .32% .15%

Total Annual Fund Operating Expenses .86% .97% .82% .40%

ExamplesThe Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.The Examples assume that you invest $10,000 in the Fund for the time periods indicated. The Examples also assume that your in-vestment has a 5% return each year and that the Fund’s operating expenses stay the same. Although your actual costs may be higheror lower, based on these assumptions your costs would be:

Class A Class R Class K Class I

After 1 Year $ 88 $ 99 $ 84 $ 41After 3 Years $ 274 $ 309 $ 262 $128After 5 Years $ 477 $ 536 $ 455 $224After 10 Years $1,061 $1,190 $1,014 $505

PRINCIPAL STRATEGIESThe Fund is a “money market fund” that seeks to maintain a stable net asset value (“NAV”) of $1.00 per share, although there isno guarantee that the Fund will maintain an NAV of $1.00 per share. The Fund invests in a portfolio of high-quality, U.S. Dollar-denominated money market securities.

The Fund may invest in:

• marketable obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, including obligationsthat are issued by private issuers that are guaranteed as to principal or interest by the U.S. Government, its agencies orinstrumentalities;

• certificates of deposit and bankers’ acceptances issued or guaranteed by, or time deposits maintained at, banks or savings and loanassociations (including foreign branches of U.S. banks or U.S. or foreign branches of foreign banks) having total assets of morethan $500 million;

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

4

• adjustable rate obligations;

• asset-backed securities;

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

• repurchase agreements that are fully collateralized.

The Fund may invest up to 25% of its net assets in money market instruments issued by foreign branches of foreign banks.

As a money market fund, the Fund must meet the requirements of the Securities and Exchange Commission (“Commission”)Rule 2a-7. The Rule imposes strict conditions on the investment quality, maturity, and diversification of the Fund’s investments.Among other things, Rule 2a-7 requires that the Fund’s investments have (i) a remaining maturity of no more than 397 days unlessotherwise permitted by Rule 2a-7, (ii) a weighted average maturity that does not exceed 60 days, and (iii) a weighted average lifethat does not exceed 120 days. Rule 2a-7 imposes daily and weekly liquidity standards that require the Fund to hold investments ofat least 10% and 30% of its total assets, respectively, in liquid assets as defined in Rule 2a-7. Rule 2a-7 also limits the Fund’sinvestments in illiquid securities to 5% of its total assets.

PRINCIPAL RISKS• Money Market Fund Risk: Money market funds are sometimes unable to maintain an NAV at $1.00 per share and, as it is

generally referred to, “break the buck”. In that event, an investor in a money market fund would, upon redemption, receive lessthan $1.00 per share. The Fund’s shareholders should not rely on or expect an affiliate of the Fund to purchase distressed assetsfrom the Fund, make capital infusions, enter into credit support agreements or take other actions to prevent the Fund frombreaking the buck. In addition, you should be aware that significant redemptions by large investors in the Fund could have amaterial adverse effect on the Fund’s other shareholders. The Fund’s NAV could be affected by forced selling during periods ofhigh redemption pressures and/or illiquid markets. Money market funds are also subject to regulatory risk. The Commissioncontinues to evaluate the rules governing money market funds, including Rule 2a-7. It is possible that changes to Rule 2a-7could significantly impact the money market fund industry generally and, therefore, could affect the operation or performance ofthe Fund.

• Interest Rate Risk: Changes in interest rates will affect the yield and value of the Fund’s investments in short-term securities.A decline in interest rates will affect the Fund’s yield as these securities mature or are sold and the Fund purchases new short-term securities with lower yields. Generally, an increase in interest rates causes the value of a debt instrument to decrease. Thechange in value for shorter-term securities is usually smaller than for securities with longer maturities. In addition, if interest ratesremain low for an extended period of time, the Fund may have difficulties in maintaining a positive yield, paying expenses outof the Fund’s assets, or maintaining a stable $1.00 NAV.

• Credit Risk: Credit risk is the possibility that a security’s credit rating will be downgraded or that the issuer of the security willdefault (fail to make scheduled interest and principal payments). Credit quality can change rapidly in certain market environ-ments and the default of a single holding could have the potential to cause significant NAV deterioration.

• Foreign (Non-U.S.) Risk: Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers.These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatoryor other factors.

• Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell, which may prevent the Fundfrom selling out of these securities at an advantageous time or price.

• Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviserwill apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee thatits techniques will produce the intended results.

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmentagency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible that you may losemoney by investing in the Fund.

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

• how the Fund’s performance changed from year to year over ten years; and

• the Fund’s average annual returns for one, five and ten years.

The Fund’s past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future.

5

Bar ChartThe annual returns in the bar chart are for the Fund’s Class A shares and do not reflect sales loads. If sales loads were reflected, re-turns would be less than those shown.

02 03 04 05 06 07 08 09 10 11

0.77

0.21 0.32

2.09

4.32 4.46

2.07

0.220.01 0.04

Calendar Year End (%)

During the period shown in the bar chart, the Fund’s:

Best Quarter was up 1.21%, in the 3rd quarter, 2006; and Worst Quarter was up 0.00%, in the 3rd quarter, 2011.

Performance TableAverage Annual Total Returns(For the periods ended December 31, 2011)

1 Year 5 Years* 10 Years*

Class A 0.04% 1.35% 1.44%

Class R 0.04% 1.23% 1.38%

Class K 0.03% 1.37% 1.60%

Class I 0.12% 1.60% 1.82%

* Inception Date for Class R, K and I shares is 3/1/05. Performance information for periods prior to the inception of Class R, K and I shares is the performance of the Fund’s Class Ashares adjusted to reflect the lower expense ratio of Class R, K and I shares, respectively.

You may obtain the most current seven-day yield information of the Fund by calling 800-221-5672 or your financial intermediary.

INVESTMENT ADVISERAllianceBernstein L.P. is the investment adviser for the Fund.

PURCHASE AND SALE OF FUND SHARESClass A, Class R, Class K and Class I shares are available at NAV, without an initial sales charge, to 401(k) plans, 457 plans,employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans, and non-qualified de-ferred compensation plans where plan level or omnibus accounts are held on the books of the Fund.

You may sell (redeem) your shares any day the New York Stock Exchange is open. You may sell your shares through your finan-cial intermediary or by mail.

TAX INFORMATIONThe Fund may make income dividends or capital gains distributions, which may be subject to federal income taxes and taxable asordinary income or capital gains, and may also be subject to state and local taxes.

PAYMENTS TO FINANCIAL INTERMEDIARIESFinancial intermediaries (such as a bank) market and sell shares of the Fund. The Fund and its related companies may pay the inter-mediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the finan-cial intermediary to recommend the Fund over another investment.

6

INVESTING IN THE FUND

This section discusses how to buy, sell or redeem, or exchangedifferent classes of shares of the Fund that are offered in thisProspectus. The Fund offers four classes of shares throughthis Prospectus.

Each share class represents an investment in the same portfolioof securities, but the classes may have different sales charges andbear different ongoing distribution expenses. For additionalinformation on the differences between the different classes ofshares and factors to consider when choosing among them,please see “The Different Share Class Expenses” below.

HOW TO BUY SHARESThe purchase of the Fund’s shares is priced at the next de-termined NAV after your order is received in proper form.

Class A, Class R, Class K and Class I shares are available atNAV, without an initial sales charge, to 401(k) plans, 457plans, employer-sponsored 403(b) plans, profit-sharing andmoney purchase pension plans, defined benefit plans, andnon-qualified deferred compensation plans where plan level oromnibus accounts are held on the books of the Fund (“groupretirement plans”), as follows:

Class A shares offered through this Prospectus are designed forgroup retirement plans with assets in excess of $10,000,000.Class A shares are also available at NAV to theAllianceBernstein Link, AllianceBernstein Individual 401(k)and AllianceBernstein SIMPLE IRA plans with at least$250,000 in plan assets or 100 employees.

Class R shares are designed for group retirement plans withplan assets up to $10,000,000.

Class K shares are designed for group retirement plans with atleast $1,000,000 in plan assets.

Class I shares are designed for group retirement plans with atleast $10,000,000 in plan assets and are also available to certaininstitutional clients of the Adviser who invest at least$2,000,000 in the Fund. Class I shares are also available for theinvestment of cash collateral related to the AllianceBernsteinFunds’ securities lending programs.

Class A, Class R, Class K and Class I shares are also available tocertain AllianceBernstein-sponsored group retirement plans.Class R, Class K and Class I shares generally are not availableto retail non-retirement accounts, traditional and Roth IRAs,Coverdell Education Savings Accounts, SEPs, SAR-SEPs,SIMPLE IRAs and individual 403(b) plans. Class I sharesare not currently available to group retirement plans in theAllianceBernstein-sponsored programs known as the “InformedChoice” programs.

Required InformationThe Fund is required by law to obtain, verify and record cer-tain personal information from you or persons on your behalfin order to establish an account. Required information includesname, date of birth, permanent residential address and taxpayer

identification number (for most investors, your social securitynumber). The Fund may also ask to see other identifyingdocuments. If you do not provide the information, the Fundwill not be able to open your account. If the Fund is unable toverify your identity, or that of another person(s) authorized toact on your behalf, or if the Fund believes it has identified po-tentially criminal activity, the Fund reserves the right to takeaction it deems appropriate or as required by law, which mayinclude closing your account. If you are not a U.S. citizen orresident alien, your account must be affiliated with a FinancialIndustry Regulatory Authority, or FINRA, member firm.

GeneralAllianceBernstein Investments, Inc., or ABI, may refuse anyorder to purchase shares. The Fund reserves the right to sus-pend the sale of its shares to the public in response to con-ditions in the securities markets or for other reasons.

THE DIFFERENT SHARE CLASS EXPENSESThis section describes the different expenses of investing ineach class and explains factors to consider when choosing aclass of shares. The expenses can include distribution and/orservice (Rule 12b-1) fees and/or CDSCs.

WHAT IS A RULE 12b-1 FEE?A Rule 12b-1 fee is a fee deducted from the Fund’s as-sets that is used to pay for personal service, maintenanceof shareholder accounts and distribution costs, such asadvertising and compensation of financial intermediaries.The amount of each share class’s Rule 12b-1 fee, if any,is disclosed below and in the Fund’s fee table included inthe Summary Information section above.

Asset-Based Sales Charges or Distribution and/or Service(Rule 12b-1) FeesThe Fund has adopted a plan under Rule 12b-1 under theInvestment Company Act of 1940 that allows the Fund to payasset-based sales charges or distribution and/or service (Rule12b-1) fees for the distribution and sale of its shares. Theamount of these fees for each class of the Fund’s shares is:

Distribution and/or Service(Rule 12b-1) Fee (as a

Percentage of AggregateAverage Daily Net Assets)

Class A .30%Class R .50%Class K .25%Class I None

Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of yourinvestment and may cost you more than paying other types ofsales fees. Class R shares are subject to higher Rule 12b-1 feesthan Class A shares. Because higher fees mean a higher expenseratio, Class R shares pay correspondingly lower dividends andmay have a lower NAV (and returns) than Class A shares.Conversely, Class K and Class I shares have a lower or no Rule

7

12b-1 fee. Therefore, Class K and Class I shares have a lowerexpense ratio and may have a higher NAV (and returns) thanClass A or Class R shares. All or some of these fees may bepaid to financial intermediaries, including your financialintermediary.

Class A SharesClass A shares offered through this Prospectus do not have aninitial sales charge. Class A shares may be subject to a CDSC ofup to 1%. Purchases of Class A shares by AllianceBernstein ornon-AllianceBernstein sponsored group retirement plans maybe subject to a 1% CDSC if terminated within one year.The CDSC is applied to the lesser of NAV at the time of re-demption of shares or the original cost of shares beingredeemed.

Class R, Class K and Class I SharesClass R, Class K and Class I shares do not have an initial salescharge or CDSC.

DISTRIBUTION ARRANGEMENTS FOR GROUP RETIREMENTPLANSThe Fund offers distribution arrangements for group retirementplans. Plan sponsors, plan fiduciaries and other financial inter-mediaries may establish requirements for group retirementplans as to the purchase, sale or exchange of shares of the Fund,including maximum and minimum initial investment require-ments, which are different from those described in the Pro-spectus and the Fund’s Statement of Additional Information(“SAI”). Group retirement plans also may not offer all classes ofshares of the Fund. The Fund is not responsible for, and has nocontrol over, the decision of any plan sponsor or fiduciary toimpose such differing requirements.

PAYMENTS TO FINANCIAL INTERMEDIARIESFinancial intermediaries market and sell shares of the Fund.These financial intermediaries may receive compensation forselling shares of the Fund. This compensation is paid fromvarious sources, including any CDSC and/or Rule 12b-1 feethat you or the Fund may pay.

WHAT IS A FINANCIAL INTERMEDIARY?A financial intermediary is a firm that receives compensa-tion for selling shares of the Fund offered in this Pro-spectus and/or provides services to the Fund’sshareholders. Financial intermediaries may include,among others, brokers, financial planners or advisors,banks, pension plan consultants and insurance companies.Financial intermediaries may employ financial advisorswho deal with you and other investors on an individualbasis.

ABI may pay financial intermediaries selling Class A shares afee of up to 1%. Up to 100% of the Rule 12b-1 fees applicableto Class A shares each year may be paid to financial inter-mediaries, including your financial intermediary, that sellClass A shares.

For Class R and Class K shares, up to 100% of the Rule 12b-1fee applicable to these classes of shares each year may be paid to

financial intermediaries, including your financial intermediary,that sell Class R and Class K shares.

Your financial advisor’s firm receives compensation fromthe Fund, ABI and/or the Adviser in several ways fromvarious sources, which include some or all of thefollowing:

- Rule 12b-1 fees;- additional distribution support;- defrayal of costs for educational seminars and training;

and- payments related to providing shareholder record-

keeping and/or transfer agency services.

Please read this Prospectus carefully for information onthis compensation.

Other Payments for Distribution Services and EducationalSupportIn addition to the Rule 12b-1 fees described above, some or allof which may be paid to financial intermediaries, ABI, at itsexpense, currently provides additional payments to firms thatsell shares of the AllianceBernstein Mutual Funds. Althoughthe individual components may be higher and the total amountof payments made to each qualifying firm in any given yearmay vary, the total amount paid to a financial intermediary inconnection with the sale of shares of the AllianceBernsteinMutual Funds will generally not exceed the sum of (a) 0.25%of the current year’s fund sales by that firm and (b) 0.10% ofaverage daily net assets attributable to that firm over the year.These sums include payments to reimburse directly or in-directly the costs incurred by these firms and their employeesin connection with educational seminars and training effortsabout the AllianceBernstein Mutual Funds for the firms’ em-ployees and/or their clients and potential clients. The costs andexpenses associated with these efforts may include travel, lodg-ing, entertainment and meals. ABI may pay a portion of“ticket” or other transactional charges.

For 2012, ABI’s additional payments to these firms for dis-tribution services and educational support related to theAllianceBernstein Mutual Funds are expected to be approx-imately 0.05% of the average monthly assets of theAllianceBernstein Mutual Funds, or approximately $20 million.In 2011, ABI paid approximately 0.04% of the averagemonthly assets of the AllianceBernstein Mutual Funds or ap-proximately $18 million for distribution services and educa-tional support related to the AllianceBernstein Mutual Funds.

A number of factors are considered in determining the addi-tional payments, including each firm’s AllianceBernstein Mu-tual Fund sales, assets and redemption rates, and the willingnessand ability of the firm to give ABI access to its financial advi-sors for educational and marketing purposes. In some cases,firms will include the AllianceBernstein Mutual Funds on a“preferred list”. ABI’s goal is to make the financial advisorswho interact with current and prospective investors and share-holders more knowledgeable about the AllianceBernstein

8

Mutual Funds so that they can provide suitable informationand advice about the funds and related investor services.

The Fund and ABI also make payments for recordkeeping andother transfer agency services to financial intermediaries thatsell AllianceBernstein Mutual Fund shares. Please see“Management of the Fund—Transfer Agency and RetirementPlan Services” below. These expenses paid by the Fund areincluded in “Other Expenses” under “Fees and Expenses of theFund—Annual Operating Expenses” in the Summary In-formation at the beginning of this Prospectus.

If one mutual fund sponsor makes greater dis-tribution assistance payments than another, yourfinancial intermediary may have an incentive torecommend one fund complex over another.Similarly, if your financial advisor or his or herfirm receives more distribution assistance for oneshare class versus another, then they may have anincentive to recommend that class.

As of the date of the Prospectus, ABI anticipates that the firmsthat will receive additional payments for distribution servicesand/or educational support include:

Advisor Group, Inc.Ameriprise Financial ServicesAXA AdvisorsCadaret, Grant & Co.CCO Investment Services Corp.Chase Investment ServicesCommonwealth Financial NetworkDonegal SecuritiesFinancial Network Investment CompanyLPL Financial CorporationMerrill LynchMorgan Stanley Smith BarneyMulti-Financial Securities CorporationNorthwestern Mutual Investment ServicesPrimeVest Financial ServicesRaymond JamesRBC Wealth ManagementRobert W. BairdUBS Financial ServicesWells Fargo Advisors

Although the Fund may use brokers and dealers that sell sharesof the Fund to effect portfolio transactions, the Fund does notconsider the sale of AllianceBernstein Mutual Fund shares as afactor when selecting brokers or dealers to effect portfoliotransactions.

HOW TO EXCHANGE SHARESYou may exchange your Fund shares for shares of the sameclass of other AllianceBernstein Mutual Funds provided thatthe other fund offers the same class of shares and, in the case ofretirement plans, is an investment option under your plan.Exchanges of shares are made at the next-determined NAV,without sales or service charges, after your order is received in

proper form. All exchanges are subject to the minimum invest-ment restrictions set forth in the prospectus for theAllianceBernstein Mutual Fund whose shares are being ac-quired. You may request an exchange by mail or telephone. Inorder to receive a day’s NAV, AllianceBernstein Investor Serv-ices, Inc, or ABIS, must receive and confirm your telephoneexchange request by 4:00 p.m., Eastern time, on that day. TheFund may modify, restrict or terminate the exchange privilegeon 60 days’ written notice.

HOW TO SELL OR REDEEM SHARESYou may “redeem” your shares (i.e., sell your shares to theFund) on any day the New York Stock Exchange (the“Exchange”) is open either directly or through your financialintermediary or, in the case of retirement plan participants, byfollowing the procedures specified by your plan sponsor orplan recordkeeper. Your sale price will be the next-determinedNAV, less any applicable CDSC, after the Fund receives yourredemption request in proper form. Normally, redemptionproceeds are sent to you within seven days. If you recentlypurchased your shares by check or electronic funds transfer,your redemption payment may be delayed until the Fund isreasonably satisfied that the check or electronic funds transferhas been collected (which may take up to 15 days).

Your financial intermediary or plan recordkeeper must receiveyour sales request by 4:00 p.m., Eastern time, and submit it tothe Fund by a prearranged time for you to receive that day’sNAV, less any applicable CDSC. Your financial advisor, plansponsor or plan recordkeeper is responsible for submitting allnecessary documentation to the Fund and may charge you afee for this service.

FREQUENT PURCHASES AND REDEMPTIONS OF FUNDSHARESThe Fund’s Board of Trustees (the “Board”) has adopted poli-cies and procedures designed to detect and deter frequent pur-chases and redemptions of Fund shares or excessive or short-term trading that may disadvantage long-term Fundshareholders. These policies are described below. There is noguarantee that the Fund will be able to detect excess or short-term trading or to identify shareholders engaged in such practi-ces, particularly with respect to transactions in omnibusaccounts. Shareholders should be aware that application ofthese policies may have adverse consequences, as describedbelow, and should avoid frequent trading in Fund sharesthrough purchases, sales and exchanges of shares. The Fundreserves the right to restrict, reject or cancel, without any priornotice, any purchase or exchange order for any reason, includ-ing any purchase or exchange order accepted by any share-holder’s financial intermediary.

Risks Associated With Excessive Or Short-Term Trad-ing Generally. Money market funds, such as the Fund, aregenerally not subject to short-term trading strategies. However,the Fund will try to prevent market timing by utilizing theprocedures described below. These procedures may not besuccessful in identifying or stopping excessive or short-termtrading in all circumstances. By realizing profits through

9

short-term trading, shareholders that engage in rapid purchasesand sales or exchanges of the Fund’s shares dilute the value ofshares held by long-term shareholders. Volatility resulting fromexcessive purchases and sales or exchanges of Fund shares,especially involving large dollar amounts, may disrupt efficientportfolio management and cause the Fund to sell portfoliosecurities at inopportune times to raise cash to accommodateredemptions relating to short-term trading. In particular, theFund may have difficulty implementing its long-term invest-ment strategies if it is forced to maintain a higher level of itsassets in cash to accommodate significant short-term tradingactivity. In addition, the Fund may incur increased admin-istrative costs and other expenses due to excessive or short-term trading, including increased brokerage costs andrealization of taxable capital gains.

Funds that may invest significantly in securities of foreign is-suers may be particularly susceptible to short-term tradingstrategies. This is because securities of foreign issuers are typi-cally traded on markets that close well before the time a fundcalculates its NAV at 4:00 p.m., Eastern time, which gives riseto the possibility that developments may have occurred in theinterim that would affect the value of these securities. The timezone differences among international stock markets can allow ashareholder engaging in a short-term trading strategy to exploitdifferences in Fund share prices that are based on closing pricesof securities of foreign issuers established some time before theFund calculates its own share price (referred to as “time zonearbitrage”). The Fund has procedures, referred to as fair valuepricing, designed to adjust closing market prices of securities offoreign issuers to reflect what is believed to be the fair value ofthose securities at the time the Fund calculates its NAV. Whilethere is no assurance, the Fund expects that the use of fairvalue pricing, in addition to the short-term trading policiesdiscussed below, will significantly reduce a shareholder’s abilityto engage in time zone arbitrage to the detriment of otherFund shareholders.

A shareholder engaging in a short-term trading strategy mayalso target a fund irrespective of its investments in securities offoreign issuers. Any fund that invests in securities that are,among other things, thinly traded, traded infrequently, or rela-tively illiquid has the risk that the current market price for thesecurities may not accurately reflect current market values. Ashareholder may seek to engage in short-term trading to takeadvantage of these pricing differences (referred to as “pricearbitrage”).

Policy Regarding Short-Term Trading. Purchases andexchanges of shares of the Fund should be made for investmentpurposes only. The Fund seeks to prevent patterns of excessivepurchases and sales or exchanges of Fund shares to the extentthey are detected by the procedures described below. TheFund reserves the right to modify this policy, including anysurveillance or account blocking procedures established fromtime to time to effectuate this policy, at any time withoutnotice.

• Transaction Surveillance Procedures. The Fund,through its agents, ABI and ABIS, maintains surveillance

procedures to detect excessive or short-term trading in Fundshares. This surveillance process involves several factors,which include scrutinizing transactions in Fund shares thatexceed certain monetary thresholds or numerical limitswithin a specified period of time. Generally, more than twoexchanges of Fund shares during any 90-day period or pur-chases of shares followed by a sale within 90 days will beidentified by these surveillance procedures. For purposes ofthese transaction surveillance procedures, the Fund mayconsider trading activity in multiple accounts under com-mon ownership, control, or influence. Trading activity iden-tified by either, or a combination, of these factors, or as aresult of any other information available at the time, will beevaluated to determine whether such activity might con-stitute excessive or short-term trading. These surveillanceprocedures may be modified from time to time, as necessaryor appropriate to improve the detection of excessive orshort-term trading or to address specific circumstances.

• Account Blocking Procedures. If the Fund determines,in its sole discretion, that a particular transaction or patternof transactions identified by the transaction surveillance pro-cedures described above is excessive or short-term trading innature, the relevant Fund account(s) will be immediately“blocked” and no future purchase or exchange activity willbe permitted. However, sales of Fund shares back to theFund or redemptions will continue to be permitted in ac-cordance with the terms of the Fund’s current Prospectus.As a result, unless the shareholder redeems his or her shares,which may have consequences if the shares have declined invalue, a CDSC is applicable or adverse tax consequencesmay result, the shareholder may be “locked” into an un-suitable investment. In the event an account is blocked, cer-tain account-related privileges, such as the ability to placepurchase, sale and exchange orders over the internet or byphone, may also be suspended. A blocked account will gen-erally remain blocked unless and until the account holder orthe associated broker, dealer or other financial intermediaryprovides evidence or assurance acceptable to the Fund thatthe account holder did not or will not in the future engagein excessive or short-term trading.

• Applications of Surveillance Procedures and Re-strictions to Omnibus Accounts. Omnibus account ar-rangements are common forms of holding shares of theFund, particularly among certain brokers, dealers and otherfinancial intermediaries, including sponsors of retirementplans and variable insurance products. The Fund applies itssurveillance procedures to these omnibus account arrange-ments. As required by Commission rules, the Fund has en-tered into agreements with all of its financial intermediariesthat require the financial intermediaries to provide the Fund,upon the request of the Fund or its agents, with individualaccount level information about their transactions. If theFund detects excessive trading through its monitoring ofomnibus accounts, including trading at the individual ac-count level, the financial intermediaries will also execute in-structions from the Fund to take actions to curtail theactivity, which may include applying blocks to accounts to

10

prohibit future purchases and exchanges of Fund shares. Forcertain retirement plan accounts, the Fund may request thatthe retirement plan or other intermediary revoke the rele-vant participant’s privilege to effect transactions in Fundshares via the internet or telephone, in which case the rele-vant participant must submit future transaction orders via theU.S. Postal Service (i.e., regular mail).

HOW THE FUND VALUES ITS SHARESThe Fund’s NAV, which is the price at which shares of theFund are sold and redeemed, is expected to be constant at

$1.00 per share, although this price is not guaranteed. TheNAV is calculated at 4:00 p.m., Eastern time, on any day theExchange is open. To calculate NAV, the Fund’s assets arevalued and totaled, liabilities are subtracted, and the balance,called net assets, is divided by the number of shares out-standing. The Fund values its securities at their amortized cost.This method involves valuing an instrument at its cost andthereafter applying a constant amortization to maturity of anydiscount or premium, regardless of the impact of fluctuatinginterest rates on the market value of the investment.

11

MANAGEMENT OF THE FUND

INVESTMENT ADVISERThe Fund’s adviser is AllianceBernstein L.P., 1345 Avenue ofthe Americas, New York, NY 10105. The Adviser is a leadinginternational investment adviser supervising client accountswith assets as of September 30, 2011 totaling approximately$402 billion (of which more than $78 billion represented assetsof investment companies). As of September 30, 2011, the Ad-viser managed retirement assets for many of the largest publicand private employee benefit plans (including 27 of the na-tion’s FORTUNE 100 companies), for public employeeretirement funds in 34 states, for investment companies, andfor foundations, endowments, banks and insurance companiesworldwide. Currently, the 33 registered investment companiesmanaged by the Adviser, comprising approximately 120 sepa-rate investment portfolios, have approximately 3.0 millionshareholder accounts.

The Adviser provides investment advisory services and orderplacement facilities for the Fund. For these advisory services,the Fund paid the Adviser 0% (net of any waivers orreimbursement) of average daily net assets during the fiscal yearended September 30, 2011. A discussion regarding the basis forthe Board’s approval of the Fund’s investment advisory agree-ment is available in the Fund’s semi-annual report to share-holders for the fiscal period ended March 31, 2011.

TRANSFER AGENCY AND RETIREMENT PLAN SERVICESABIS acts as the transfer agent for the Fund. ABIS, an indirectwholly-owned subsidiary of the Adviser, registers the transfer,

issuance and redemption of Fund shares and disburses dividendsand other distributions to Fund shareholders.

Retirement plans may also hold Fund shares in the name of theplan, rather than the participant. Plan recordkeepers, who mayhave affiliated financial intermediaries who sell shares of theFund, may be paid for each participant fund account inamounts ranging up to $19 per customer fund account perannum and/or up to 0.25% per annum of the average daily as-sets held in the plan. To the extent any of these payments forrecordkeeping services, transfer agency services or retirementplan accounts are made by the Fund, they are included in theamount appearing opposite the caption “Other Expenses” inthe Summary Information at the beginning of this Prospectus.In addition, financial intermediaries may be affiliates of entitiesthat receive compensation from the Adviser or ABI for main-taining retirement plan “platforms” that facilitate trading by af-filiated and non-affiliated financial intermediaries andrecordkeeping for retirement plans.

Because financial intermediaries and plan recordkeepers may bepaid varying amounts per class for sub-transfer agency and re-lated recordkeeping services, the service requirements of whichmay also vary by class, this may create an additional incentivefor financial intermediaries and their financial advisors to favorone fund complex over another or one class of shares overanother.

For more information, please refer to the Fund’s SAI,call your financial advisor or visit our website atwww.AllianceBernstein.com.

12

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund’s net income is calculated at 4:00 p.m., Eastern time,each day the Exchange is open for business, and paid as divi-dends to shareholders. The dividends are automatically investedin additional shares in your account. These additional shares areentitled to dividends on following days resulting in compound-ing growth of income.

Investments made through a 401(k) plan, 457 plan, employersponsored 403(b) plan, profit sharing and money purchase plan,defined benefit plan or a nonqualified deferred compensationplan are subject to special federal income tax rules. Therefore,the federal income tax consequences described below applyonly to investments made other than by such plans.

The Fund expects that its distributions will primarily consist ofnet income or, if any, short-term capital gains as opposed tolong-term capital gains. For federal income tax purposes, theFund’s dividend distributions of net income (or short-termcapital gains) will be taxable to you as ordinary income. Anydistributions attributable to long-term capital gains of the Fundmay be taxable to you as long-term capital gains. The Fund’sdistributions also may be subject to certain state and local taxes.

Each year shortly after December 31, the Fund will send taxinformation to shareholders stating the amount and type of allof its distributions for the year.

You are encouraged to consult your tax adviser about the feder-al, state and local tax consequences in your particularcircumstances.

13

GENERAL INFORMATION

Under unusual circumstances, the Fund may suspend re-demptions or postpone payment for up to seven days or lon-ger, as permitted by federal securities law. The Fund reservesthe right to close an account that has remained below $1,000for 90 days.

During drastic economic or market developments, you mighthave difficulty in reaching ABIS by telephone, in which eventyou should issue written instructions to ABIS. ABIS is not re-sponsible for the authenticity of telephone requests to purchase,sell, or exchange shares. ABIS will employ reasonable proce-dures to verify that telephone requests are genuine, and couldbe liable for losses resulting from unauthorized transactions if itfailed to do so. Dealers and agents may charge a commissionfor handling telephone requests. The telephone service may besuspended or terminated at any time without notice.

Shareholder Services. ABIS offers a variety of shareholder serv-ices. For more information about these services or your ac-count, call ABIS’s toll-free number, 800-221-5672. Someservices are described in the Mutual Fund Application.

Householding. Many shareholders of the AllianceBernsteinMutual Funds have family members living in the same homewho also own shares of the same Funds. In order to reduce theamount of duplicative mail that is sent to homes with morethan one Fund account and to reduce expenses of the Fund, allAllianceBernstein Mutual Funds will, until notified otherwise,send only one copy of each prospectus, shareholder report andproxy statement to each household address. This process,known as “householding”, does not apply to account state-ments, confirmations, or personal tax information. If you donot wish to participate in householding, or wish to discontinuehouseholding at any time, call ABIS at 800-221-5672. We willresume separate mailings for your account within 30 days ofyour request.

14

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the past five years. Certaininformation reflects financial results for a single share of a class of the Fund. The total return in the table represents the rate that aninvestor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). Thisinformation for the most recently completed two fiscal years has been audited by Ernst & Young LLP, independent registered pub-lic accounting firm for the Fund. The information for the prior years has been audited by the Fund's previous independent regis-tered public accountants. The reports of the independent accounting firms, along with the Fund's financial statements, are includedin the Fund's annual report, which is available upon request.

15

Income from Investment Operations Less Dividends and Distributions

Fiscal Year

Net AssetValue,

Beginningof Period

NetInvestment

Income

Net RealizedGain (Loss) on

InvestmentTransactions

Net Increasein Net AssetValue fromOperations

Dividendsfrom Net

InvestmentIncome

TotalDividends

Class AYear ended September 30, 2011 $1.00 $.0001(b) $0.00(c) $.0001 $(.0001) $(.0001)Year ended September 30, 2010 1.00 .0001(b) 0.00 .0001 (.0001) (.0001)Year ended September 30, 2009 1.00 .0057(b) 0.00(c) .0057 (.0057) (.0057)Year ended September 30, 2008 1.00 .0272 0.00 .0272 (.0272) (.0272)Year ended September 30, 2007 1.00 .0446 0.00 .0446 (.0446) (.0446)

Class RYear ended September 30, 2011 $1.00 $.0001(b) $0.00(c) $.0001 $(.0001) $(.0001)Year ended September 30, 2010 1.00 .0001(b) 0.00 .0001 (.0001) (.0001)Year ended September 30, 2009 1.00 .0045(b) 0.00(c) .0045 (.0045) (.0045)Year ended September 30, 2008 1.00 .0246 0.00 .0246 (.0246) (.0246)Year ended September 30, 2007 1.00 .0423 0.00 .0423 (.0423) (.0423)

Class KYear ended September 30, 2011 $1.00 $.0001(b) $0.00(c) $.0001 $(.0001) $(.0001)Year ended September 30, 2010 1.00 .0002(b) 0.00 .0002 (.0002) (.0002)Year ended September 30, 2009 1.00 .0059(b) 0.00(c) .0059 (.0059) (.0059)Year ended September 30, 2008 1.00 .0280 0.00 .0280 (.0280) (.0280)Year ended September 30, 2007 1.00 .0452 0.00 .0452 (.0452) (.0452)

Class IYear ended September 30, 2011 $1.00 $.0011(b) $0.00(c) $.0011 $(.0011) $(.0011)Year ended September 30, 2010 1.00 .0015(b) 0.00 .0015 (.0015) (.0015)Year ended September 30, 2009 1.00 .0089(b) 0.00(c) .0089 (.0089) (.0089)Year ended September 30, 2008 1.00 .0316 0.00 .0316 (.0316) (.0316)Year ended September 30, 2007 1.00 .0485 0.00 .0485 (.0485) (.0485)

16

Total Return Ratios/Supplemental Data

Net AssetValue, Endof Period

TotalInvestment

Return Basedon Net Asset

Value (a)

Net Assets,End of Period(in thousands)

Ratio to Average Net Assets of:

Net InvestmentIncome

Expenses, Netof Waivers/

Reimbursements

Expenses,Before Waivers/Reimbursements

$1.00 .01% $221,097 .23% .86% .01%(b)1.00 .01 225,373 .28(d) .84(d) .01(b)(d)1.00 .57 287,590 .76 .83 .58(b)1.00 2.76 287,792 .82 .82 2.691.00 4.55 257,466 .91(e) .91(e) 4.46

$1.00 .01% $ 6,271 .22% .97% .01%(b)1.00 .01 6,313 .28(d) 1.08(d) .01(b)(d)1.00 .45 5,676 .92 1.06 .58(b)1.00 2.49 9,579 1.08 1.08 2.471.00 4.31 5,264 1.20(e) 1.20(e) 4.18

$1.00 .01% $ 43,108 .23% .82% .01%(b)1.00 .02 40,762 .27(d) .83(d) .02(b)(d)1.00 .59 39,198 .73 .81 .53(b)1.00 2.84 25,594 .75 .75 2.631.00 4.61 18,172 .86(e) .86(e) 4.50

$1.00 .11% $ 1,906 .13% .40% .12%(b)1.00 .15 2,365 .15(d) .41(d) .15(b)(d)1.00 .89 6,586 .44 .46 .86(b)1.00 3.20 5,115 .38 .38 3.161.00 4.96 5,157 .52(e) .52(e) 4.85

(a) Total investment return is calculated assuming an initial investment made at NAV at the beginning of the period, reinvestment of all dividends and distributions at NAV duringthe 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 fund distributions or the re-demption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(b) Net of fees waived and expenses reimbursed.

(c) Amount is less than $.0001.

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

(e) Ratios reflect expenses grossed up for expense offset arrangement with the Transfer Agent. For the period shown below, the net expense ratios were as follows:

Year EndedSeptember 30,

2007

Class A .89%Class R 1.18%Class K .84%Class I .50%

17

APPENDIX A

Hypothetical Investment and Expense Information

The settlement agreement between the Adviser and the New York State Attorney General requires the Fund to include the follow-ing supplemental hypothetical investment information which provides additional information calculated and presented in a mannerdifferent from expense information found under “Fees and Expenses of the Fund” in this Prospectus about the effect of the Fund’sexpenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The chart showsthe estimated expenses that would be charged on a hypothetical investment of $10,000 in Class A shares of the Fund assuming a 5%return each year. Except as otherwise indicated, the chart also assumes that the current annual expense ratio stays the samethroughout the 10-year period. The current annual expense ratio for the Fund is the same as stated under “Financial Highlights”. Ifyou wish to obtain hypothetical investment information for other classes of shares of the Fund, please refer to the “Mutual FundFees and Expenses Calculators” on www.AllianceBernstein.com. Your actual expenses may be higher or lower.

YearHypotheticalInvestment

HypotheticalPerformance

Earnings

InvestmentAfter

ReturnsHypothetical

Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 500.00 $10,500.00 $ 90.30 $10,409.702 10,409.70 520.49 10,930.19 94.00 10,836.193 10,836.19 541.81 11,378.00 97.85 11,280.154 11,280.15 564.01 11,844.16 101.86 11,742.305 11,742.30 587.12 12,329.42 106.03 12,223.396 12,223.39 611.17 12,834.56 110.38 12,724.187 12,724.18 636.21 13,360.39 114.90 13,245.498 13,245.49 662.27 13,907.76 119.61 13,788.159 13,788.15 689.41 14,477.56 124.51 14,353.0510 14,353.05 717.65 15,070.70 129.61 14,941.09

Cumulative $6,030.14 $1,089.05

A-1

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

• ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERSThe Fund’s annual and semi-annual reports to shareholders contain additional information on the Fund’s investments.

• STATEMENT OF ADDITIONAL INFORMATION (SAI)The Fund has an SAI, which contains more detailed information about the Fund, including its operations and investment policies.The Fund’s SAI and the independent public accounting firm’s report and financial statements in the Fund’s most recent annualreport 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 inquires concerning the Fund, by con-tacting your broker or other financial intermediary, or by contacting the Adviser:

By Mail: c/o AllianceBernstein Investor Services, Inc.P.O. Box 786003San Antonio, TX 78278-6003

By Phone: For Information: 800-221-5672For Literature: 800-227-4618

On the Internet: www.AllianceBernstein.com

Or you may view or obtain these documents from the Securities and Exchange Commission (the “Commission”):

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

• Reports and other information about the Fund are available on the EDGAR Database on the Commission’s Internet site athttp://www.sec.gov.

• Copies of the information may be obtained, after paying a duplicating fee, by electronic request at [email protected], or bywriting the Commission’s Public Reference Section, Washington, DC 20549-1520.

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

SEC File No. 811-08294

PRO-RTMT-0114-0112

Printed on recycledpaper containing postconsumer waste.