**

Portfolio Objective and StrategyThe Portfolio seeks to provide a high level of current incomewith the potential for capital appreciation by investing in adiversified portfolio of U.S. dollar-denominated fixed incomesecurities. The Portfolio invests solely in U.S. dollar denominatedfixed income securities, including investment grade and highyield securities of issuers domiciled within and outside the U.S.Under normal market conditions, a minimum of 50% of thePortfolio assets will be invested in investment grade securities.At least 65% of the assets must be issued by issuers domiciledwithin the United States.

Profile� Domicile: Luxembourg� Portfolio Inception Date:

01/07/1993 (Class A)� Fiscal Year End:

31 August� Net Assets:

$4,195.94 million� Subscription/Redemption:

Daily� Base Currency:

U.S. Dollar� Other Offered Currency:

Euro, Hong Kong Dollar� Benchmark: 50% Barclays

Capital Government Index /35% JPMorgan EMBI Global/15% Barclays Capital HighYield Index 2% Constrained‡~

� Average Duration (Years):5.53

� Initial Sales Charge:Up to 5.0%§

� Management Fee: 1.10%^� Management Company Fee:

0.1%^� Distribution Fee: 0.7% per

annum (Class B, B2 & BT)^� Contingent Deferred Sales

Charge: 3% (Year 1), 2% (Year2), 1% (Year 3), 0%(Thereafter) (Class B, B2 &BT)***

� Average Credit Quality: A-#

~ Effective 1 January 2008, the benchmark for the Portfolio has changed as notedabove. Benchmark performance prior to this date, represents the Portfolio’s priorblended benchmark, which consisted of 50% Merrill Lynch US GovernmentIndex/35% JP Morgan Emerging Markets Bond Index (EMBI) Global/15% MerrillLynch US High Yield Index.

# For details, please refer to the Credit Quality chart under Portfolio Compostion.

Portfolio Management Team

US Core Fixed Income, Global Credit, and Emerging Market Debt Teams

Douglas J. PeeblesCIO & Co-Head — Fixed Income

Paul J. DeNoonDirector — Emerging Market Debt

Gershon DistenfeldPortfolio Manager

Portfolio Composition (as % of assets)

Sector Allocation■ TSY 32%

■ EMG Sovereign 20%

■ HY 17%

■ EMG Corp 10%

■ Corp 9%

■ CMBS 7%

■ Agency 3%

■ Bank Loan 2%

Country Allocation■ United States 68%

■ Russia 6%

■ Luxembourg 2%

■ Brazil 2%

■ Turkey 2%

■ Indonesia 2%

■ Kazakhstan 2%

■ Colombia 2%

■ Venezuela 2%

■ Other 12%

Currency Allocation■ US Dollar 100%

Credit Quality■ AAA 6%

■ AA 1%

■ A 6%

■ BBB 18%

■ BB 22%

■ B 15%

■ TSY 32%

Top Ten Holdings

HoldingU.S. Treasury Bond (2/15 - 11/39) 25.20%U.S. Treasury Note (8/11 - 2/16) 5.70%AllianceBernstein Institutional Investments - HighYield Loan Portfolio 2.20%Turkey (Republic of) (1/13 - 3/36) 2.20%FHLM 5.13%, 11/17/17 2.00%Indonesia (Republic of) (3/14 - 1/38) 1.60%RSHB Capital (5/13 - 5/18) 1.50%Colombia (Republic of) (2/20 - 9/37) 1.40%KazMunaiGaz Finance Sub (7/13 - 7/18) 1.30%CSMC (3/39 - 12/39) 1.30%

Total 44.40%

** Standard & Poor’s. Past performance is no guarantee of future results and rating is not arecommendation to purchase, sell or hold the Portfolio.† Inception date: 01/07/1993, Class A (USD).‡ The Barclays Capital Government Index is the government-related component of the U.S.Aggregate Bond Index. The Barclays Capital U.S. Aggregate Bond Index representssecurities that are SEC-registered, taxable, and dollar denominated. The index covers theU.S. investment grade fixed rate bond market. The Barclays Capital High Yield Index 2%Constrained covers the universe of fixed rate, non-investment grade debt. The Index is the2% Issuer Capped component of the U.S. Corporate High Yield Index. The JPMorganEmerging Markets Bond Index Global tracks total returns for U.S. dollar-denominated debtinstruments issued by emerging market sovereign and quasi-sovereign entities. An investorcannot invest directly in an index, and their results are not indicative of the performance forany specific investment, including an AllianceBernstein fund. Indices do not include salescharges or operating expenses associated with an investment in a mutual fund, whichwould reduce total returns.§ As a percentage of purchase price for Classes A, A2 and AT only.^ As an annual percentage of average daily Net Asset Value.*** As a percentage of the lesser of the current Net Asset Value or original cost of theShares being redeemed and based upon the duration that such Shares are held.

• Investors should note that this portfolio may invest in structured products, which may involve additional risks including,without limitation to, counterparty default risk or insolvency risk and may expose the portfolio to significant losses.

• The portfolio invests in emerging markets, which is subject to higher risks (for example, liquidity, political and economic risks)and higher volatility than portfolios investing in developed markets.

• Investment in the portfolio may also involve lower-rated and unrated instruments risk, interest rate risk and credit risk. Thevalue of the portfolio can be volatile and can go down substantially within a short period of time. It is possible that the entirevalue of your investment in the portfolio can be lost.

• Before you decide to invest, you should make sure the intermediary has explained to you that the portfolio is suitable for you.Also, investors should not only base on this document alone to make investment decisions.

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FACT SHEETAll data as of 31/01/2010

AllianceBernstein–American Income Portfolio

Manager’s Comments

Most credit-sensitive fixed-income sectors underperformed USTreasuries in January, as concerns over China’s monetary tight-ening, President Obama’s proposal to rein in banks and wid-ening credit default spreads in Greece caused investors to becomemore risk-averse despite evidence of a sustainable economicrecovery.The last two quarters’ earnings have beaten expectations by his-torically wide margins as companies have cut costs and slashedpayrolls. As a result, analysts have revised their earnings fore-casts upwards. As cost-cutting has its limits, the market is nowfocused on evidence of top-line growth. We expect to see com-panies exceed earnings expectations again for the fourth quar-ter of 2009, although likely not at the historic levels witnessedin the third quarter.

Cumulative Total Returns†

1Year

3Year

5Year

10Year

SinceInception

Class A 25.46% 17.59% 30.56% 100.21% 203.82%Benchmark ‡ 17.09 22.63 37.57 117.61 —^^ Not sufficient benchmark data to provide since inception returns

Calendar Year Performance

Class A†

2005 2006 2007 2008 2009 2010 YTD

4.9% 5.5% 6.4% 6.9% 4.6% 6.9%

-11.3% -2.1%

25.0% 15.9%

1.2% 1.1%

Portfolio Benchmark‡

Source: AllianceBernstein, calculated on an NAV-to-NAV basis, in U.S. Dollars

Past performance is no guarantee of future results. Total returns,provided by AllianceBernstein, include the change in net asset value andreinvestment of any distributions paid on Portfolio shares for the periodshown, but do not reflect sales charges. Performance quoted in currenciesother than the base currency of the Portfolio are calculated by convertingthe daily Net Asset Value of the Portfolio using a spot foreign exchangerate of the other offered currency on each valuation point. Shares of thePortfolio are offered only pursuant to the Portfolio’s current Prospectustogether with the most recent financial statements. The information onthis page is for information purposes only and should not be construed asan offer to sell, or solicitation of an offer to buy, or a recommendation forthe securities of the Portfolio.

NAV, Yieldα and Dividend Information as of 31/01/2010 General Fund InformationNAV

(US$)NAV

(HK$)Yield(US$)

Yield(HK$)

DIV(US$)

DIV(HK$) Cusip Bloomberg ISIN(US$) ISIN(HK$)

Class A 8.49 — 5.80 — 0.0410 — L00215100 ALAMIAI LX LU0044957727 —Class A2 19.27 149.61 0.00 0.00 0.0000 0.0000 L00215589 ALAMITI LX LU0095030564 LU0417102927Class AT 8.47 65.76 5.79 5.80 0.0409 0.3180 L0167U364 AGIAIAT LX LU0157308031 LU0417103065Class B 8.49 — 5.07 — 0.0359 — L00215118 ALAMIBI LX LU0044957990 —Class B2 16.60 128.88 0.00 0.00 0.0000 0.0000 L00215597 ACMAMBI LX LU0095030648 LU0417104899Class BT 8.52 66.15 5.06 5.06 0.0359 0.2791 L0167U372 AGIAIBT LX LU0157312140 LU0417105193α The yield figure quoted is the distribution yield, calculated by multipying the dividend by 12 and dividing by the NAV.

High/Low Prices (1 Year)Class Share High/Low in Dollars(US$)Class A $8.54/$6.86Class A2 $19.32/$14.73Class AT $8.54/$6.85Class B $8.54/$6.86Class B2 $16.65/$12.77Class BT $8.58/$6.88

A Word About RiskInvestment in the Fund entails certain risks. Investment returns and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth moreor less than their original cost. Dividends are not paid for all share classes and are not guaranteed. These and other risks are described in the Fund’s prospectus. Prospectiveinvestors should read the prospectus including risk factors carefully and discuss risk and the fund’s fees and charges with their financial adviser to determine if the investmentis appropriate for them.

The sale of shares in AllianceBernstein funds may be restricted in certain jurisdictions. In particular shares may not be offered or sold, directly or indirectly in the UnitedStates or to U.S. Persons, as is more fully described in the Fund’s Prospectus. Further details may be obtained from the Fund’s distributor.

A portfolio of ACMBernstein. AllianceBernstein is the trading name of this mutual investment fund (fonds commun de placement) organized under the laws of Luxembourg, whileits legal name is ACMBernstein.

This document has not been reviewed by the Hong Kong Securities and Futures Commission.

The issuer of this document is AllianceBernstein Hong Kong Limited.

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FACT SHEETAll data as of 31/01/2010 AllianceBernstein–American Income Portfolio

GBAIPFS110HK www.alliancebernstein.com/investments