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The AllianceBernstein Value FundsA Family of Value-Oriented Mutual Funds

Domestic Value FundsAllianceBernstein Value Fund

AllianceBernstein Small/Mid Cap Value Fund

AllianceBernstein Growth and Income Fund

AllianceBernstein Focused Growth & Income Fund

AllianceBernstein Balanced Shares

AllianceBernstein Utility Income Fund

AllianceBernstein Real Estate Investment Fund

International Value FundsAllianceBernstein International Value Fund

AllianceBernstein Global Value Fund

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

ProspectusMarch 1, 2006

Investment Products Offered� Are Not FDIC Insured� May Lose Value� Are Not Bank Guaranteed

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TABLE OF CONTENTS

Page

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

ALLIANCEBERNSTEIN VALUE FUND . . . . . . . . . . . . . . . . . . . 6

ALLIANCEBERNSTEIN SMALL/MID CAP VALUE FUND . . . . . 8

ALLIANCEBERNSTEIN GROWTH AND INCOME FUND . . . . . . 10

ALLIANCEBERNSTEIN FOCUSED GROWTH & INCOMEFUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ALLIANCEBERNSTEIN BALANCED SHARES . . . . . . . . . . . . . 14

ALLIANCEBERNSTEIN UTILITY INCOME FUND . . . . . . . . . . . 16

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT FUND . . 18

ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND . . . . . 20

ALLIANCEBERNSTEIN GLOBAL VALUE FUND . . . . . . . . . . . . 22

RISKS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

FEES AND EXPENSES OF THE FUNDS . . . . . . . . . . . . . . . . 26

INVESTING IN THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . 30How to Buy Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30The Different Share Class Expenses . . . . . . . . . . . . . . . . . 30Distribution Arrangements for Group Retirement Plans . . . 31Payments to Financial Intermediaries . . . . . . . . . . . . . . . . . 31How to Exchange Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 32How to Sell or Redeem Shares . . . . . . . . . . . . . . . . . . . . . . 32Frequent Purchases and Redemptions of Fund Shares . . 32How the Funds Value their Shares . . . . . . . . . . . . . . . . . . . 34

MORE INFORMATION ABOUT THE FUNDS AND THEIRINVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

MANAGEMENT OF THE FUNDS . . . . . . . . . . . . . . . . . . . . . 43

DIVIDENDS, DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . . 47

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 48

GLOSSARY OF INVESTMENT TERMS . . . . . . . . . . . . . . . . . 49

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . 50

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1Hypothetical Investment and Expense Information . . . . . . A-1

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SUMMARY INFORMATION

This prospectus begins with a summary of key informationabout each of the AllianceBernstein Value Funds. TheSummary describes a Fund’s objective, investment strat-egies, principal risks, and fees. You will find additional in-formation about the Funds and their investmentsbeginning on page 35.

PERFORMANCE INFORMATIONThis Summary includes a table for each Fund showing itsaverage annual returns and a bar chart showing its annualreturns. The table and bar chart provide an indication of thehistorical risk of an investment in each Fund by showing:

• how the Fund’s average annual returns for one, five andten years (or over the life of the Fund) compare to thoseof a broad based securities market index; and

• how the Fund’s performance changed from year to yearover the life of the Fund.

PLEASE NOTE

A Fund’s past performance before and after taxes, ofcourse, does not necessarily indicate how it will per-form in the future.

As with all investments, you may lose money by inves-ting in the Fund.

RISK

WHY IS RISK IMPORTANT?

You should consider risk carefully when investing in aFund. You could put your money in investments thathave very little risk (for example, certificates ofdeposit issued by a bank), but these investmentswould typically have a lower return than a riskier in-vestment. In other words, you should get a higherreturn if your investments have more risk.

We have included a graphic for each Fund that showsthe Fund’s risk profile as compared to our otherValue Funds. The bar chart for each Fund also givesan indication of a Fund’s overall risk. A fund with ahigher variability of returns is a riskier investment.

This Summary lists the principal risks for each Fund fol-lowed by an explanation of these risks. Generally, eachFund has broad risks that apply to all funds, such as marketrisk, as well as specific risks for a Fund that invests in a par-ticular type of securities, such as investments in non-U.S.securities, small- or mid-capitalization companies or in realestate. The risks of a Fund may be increased by the use ofderivatives, such as futures, options and swaps.

WHAT IS MARKET RISK?

Market risk is the risk that factors affecting the secu-rities markets generally will cause a possibly adversechange in the value of the securities owned by aFund. The value of these securities may decline sim-ply because of economic changes or other events thatimpact large portions of the market. The factors in-clude real or perceived unfavorable market con-ditions, increases in the rate of inflation, and changesin the general outlook for consumer spending, homesales and mortgage rates, or corporate earnings. Eachof the Funds is subject to this risk.

GENERAL

• The Fund’s investment adviser is AllianceBernstein L.P.,or the “Adviser”, a global investment manager providingdiversified services to institutions and individualsthrough a broad line of investments including more than120 mutual funds.

• References to “net assets” mean the assets of a Fund af-ter liabilities, plus any borrowings used for investmentpurposes. In other words, net assets reflects the value ofa Fund’s investments.

• Funds that have a policy to invest at least 80% of theirnet assets in securities indicated by their name, such asAllianceBernstein Real Estate Investment Fund or Alli-anceBernstein Utility Income Fund, will not changethese policies without 60 days’ prior written notice toshareholders.

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AllianceBernstein Value Fund

OBJECTIVE AND PRINCIPAL STRATEGIES:The Fund’s investment objective is long-term growth ofcapital.

The Fund invests primarily in a diversified portfolio ofequity securities of U.S. companies, generally representingat least 125 companies, with relatively large market capital-izations that the Adviser believes are undervalued. TheFund invests in companies that are determined by the Ad-viser to be undervalued, using the fundamental value ap-proach of the Adviser’s Bernstein unit (“Bernstein”). Inselecting securities for the Fund’s portfolio, Bernstein usesits fundamental and quantitative research to identifycompanies whose long-term earnings power and dividend-paying capability are not reflected in the current marketprice of their securities.

This approach to equity investing generally defines value asthe relationship between a security’s current price and itsintrinsic economic value, as measured by earnings powerand dividend-paying capability. The Adviser relies heavilyon the fundamental research and analysis of Bernstein’slarge internal research staff in making investment decisionsfor the Fund. These investment decisions are the result ofthe multi-step process described below.

The fundamental value approach seeks to identify a universeof securities that are considered to be undervalued becausethey are attractively priced relative to their future earningspower and dividend-paying capability. Bernstein’s companyand industry analysts cover a research universe of approx-imately 650 companies, representing approximately 90% ofthe capitalization of the Russell 1000TM Value Index.

The research staff identifies and quantifies the critical varia-bles that influence a business’s performance and uses thisresearch insight to forecast each company’s long-termprospects. As one of the largest multi-national investmentfirms, the Adviser and its Bernstein unit have access toconsiderable information concerning all of the companiesfollowed and the staff meets regularly with the manage-ment, suppliers, clients and competitors of companies inthe Fund. As a result, analysts have an in-depth under-standing of the products, services, markets and competi-tion of these companies and a good knowledge of themanagement of most of the companies in the research uni-verse. A company’s financial performance is typically pro-jected over a full economic cycle, including a trough and apeak, within the context of forecasts for real economicgrowth, inflation and interest rate changes.

A committee composed of senior investment professionals(the “Investment Policy Group” or “IPG”) reviews allanalyst research performed for the Fund to ensure that theanalysts have appropriately considered the key issues facingeach company. In addition, it checks to see that forecastsof a company’s future are compatible with its history, andthat all forecasts use consistent analytic frameworks andeconomic assumptions.

For each company in the research universe, Bernstein re-lates the present value of the company’s future free cashflow, as forecasted by Bernstein’s analysts, to the currentprice of the company’s stock. Using a dividend discountmodel and solving for the internal rate of return, Bern-stein ranks the securities from highest to lowest. Next,Bernstein considers aggregate portfolio characteristics andrisk diversification to decide how much of each securityto purchase for the Fund. By evaluating overall sectorconcentration, capitalization distribution, leverage, de-gree of undervaluation and other factors, Bernstein se-lects securities on a risk-adjusted basis to manage overallFund volatility. The Fund will tend to overweight stocksselected in the top half of the final ranking and will tendto minimize stocks in the bottom half, subject to overallrisk diversification.

The degree to which a security is attractive can change as aresult of adverse, short-term market reactions to recentevents or trends. Negative analysts’ earnings-estimate re-visions and relative return trends (also called“momentum”) tend to reflect deterioration in a company’soperating results and often signal poor performance tocome; positive revisions and return trends tend to reflectfundamental improvements and positive performanceahead. Bernstein monitors these factors so as to better timepurchases and sales of securities.

A security generally will be sold when it reaches fair valueon a risk-adjusted basis.

The Fund may enter into derivatives transactions, such asoptions, futures, forwards, and swap agreements. TheFund may invest in securities issued by non-U.S. compa-nies and enter into forward commitments.

PRINCIPAL RISKS:

• Market Risk • Foreign Risk• Derivatives Risk • Currency Risk

Please see “Risks Summary” for a description of these andother risks of investing in the Fund.

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The table and bar chart provide an indication of the histor-ical risk of an investment in the Fund.

PERFORMANCE TABLE

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

1 Year**Since

Inception**

Class A 4.47%* 7.31%Class R 5.16% 7.08%Class K 5.58% 7.38%Class I 5.75% 7.63%Russell1000 ValueIndex

(reflects no deduction for fees,expenses, or taxes)

7.05% 7.20%

* Average annual total returns reflect imposition of the maximum con-tingent deferred sales charges.

** Inception Dates are 3/29/01 for Class A shares, 11/3/03 for Class Rshares, and 3/1/05 for Class K and Class I shares. Class R, Class Kand Class I performance information for periods prior to their in-ception is the performance of the Fund’s Class A shares adjusted toreflect the different expense ratios of Class R, Class K and Class Ishares.

BAR CHART

The annual returns in the bar chart are for the Fund’sClass A shares and do not reflect sales loads. If sales loadswere reflected, returns would be less than those shown.

You should consider an investment in the Fund as a long-term investment. The Fund’s returns will fluctuate overlong and short periods. For example, during the periodshown in the bar chart, the Fund’s:

Best quarter was up 15.89%, 2nd quarter, 2003; and Worst quarter was down-18.13%, 3rd quarter, 2002.

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The Fund invests primarily in a diversified portfolio ofequity securities of small- to mid-capitalization U.S.companies, generally representing 60 to 110 companies.For purposes of this policy, “small- to mid-capitalizationcompanies” are those that, at the time of investment, fallwithin the capitalization range between the smallest com-pany in the Russell 2500TM Value Index and the greater of$5 billion or the market capitalization of the largest com-pany in the Russell 2500TM Value Index. Under normalcircumstances, the Fund will invest at least 80% of its netassets in these types of securities. The Fund invests incompanies that are determined by the Adviser to beundervalued, using Bernstein’s fundamental value ap-proach. In selecting securities for the Fund’s portfolio,Bernstein uses its fundamental research to identify compa-nies whose long-term earnings power is not reflected in thecurrent market price of their securities.

Because the Fund’s definition of small- tomid-capitalization companies is dynamic, the lower andupper limits on market capitalization will change with themarkets. As of December 31, 2005, there were approx-imately 1,700 small- to mid-capitalization companies, rep-resenting a market capitalization range from nearly $40million to approximately $11 billion.

Bernstein’s fundamental value approach to equity investinggenerally defines value as the relationship between a secur-ity’s current price and its intrinsic economic value, asmeasured by long-term earnings prospects. In making in-vestment decisions for the Fund, the Adviser dependsheavily on Bernstein’s fundamental analysis and the re-search of its large internal research staff. These investmentdecisions are the result of the multi-step process describedbelow.

Bernstein’s analysts cover a primary research universe ofapproximately 1,200 largely domestic smaller companies.From this universe, Bernstein, on a daily basis, applies aquantitative screening process that examines a number offactors, such as the price-to-earnings ratio andprice-to-book ratio to target approximately 300 companiesfor further analysis by the research staff and the Fund’sportfolio managers. Bernstein then develops earnings esti-mates and financial models for companies within this tar-geted group.

Forecasting corporate earnings and dividend-paying capa-bility is at the heart of the fundamental value approach.

The research staff identifies and quantifies the critical varia-bles that control a business’s performance and uses thisresearch insight to forecast the company’s long-term pros-pects and expected returns. As one of the largest multi-national investment firms, the Adviser and its Bernsteinunit have access to considerable information concerning allof the companies followed. Bernstein’s research analystsdevelop an in-depth understanding of the products, serv-ices, markets and competition of those companies consid-ered for purchase. Analysts also develop a good knowledgeof the management of those companies. A company’s fu-ture earnings are typically projected over a full economiccycle, including a trough and a peak, within the context offorecasts for real economic growth, inflation and interestrate changes. As a result, forecasts of near-term economicevents are generally not of major consequence.

The Fund’s portfolio managers carefully review the re-search process to be sure that the analysts have appropri-ately considered key issues facing each company, thatforecasts of a company’s future are compatible with its his-tory, and that all forecasts use consistent analytic frame-works and economic assumptions.

The Fund’s portfolio managers, in consultation with theresearch analysts, also consider aggregate portfolio charac-teristics when deciding whether to purchase a particularsecurity for the Fund. Bernstein seeks to manage overallFund volatility relative to the universe of companies thatcomprise the lowest 20% of the total U.S. market capital-ization by favoring promising securities that offer the bestbalance between return and targeted risk. At times, theFund may favor or disfavor a particular sector compared tothat universe of companies.

To the extent that companies involved in certain sectorsmay from time to time constitute a material portion of theuniverse of companies that comprise the lowest 20% of thetotal U.S. market capitalization, such as financial servicesand consumer services, the Fund may also invest sig-nificantly in these companies.

A disparity between a company’s current stock price andBernstein’s assessment of intrinsic value can arise, at leastin part, as a result of adverse, short-term market reactionsto recent events or trends. To reduce the risk that anundervalued security will be purchased before such an ad-verse market reaction has run its course, Bernstein alsomonitors analysts’ earnings-estimate revisions and relativereturn trends (also called “momentum”) so as to bettertime new purchases and sales of securities.

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A security generally will be sold when reaches fair value ona risk-adjusted basis. Typically, growth in the size of acompany’s market capitalization relative to other domes-tically traded companies will not cause the Fund to disposeof the security.

The Fund may enter into derivatives transactions, such asoptions, futures, forwards, and swap agreements. TheFund may invest in securities issued by non-U.S. compa-nies and enter into forward commitments.

PRINCIPAL RISKS:

• Market Risk • Foreign Risk• Capitalization Risk • Currency Risk• Derivatives Risk



PERFORMANCE TABLE


1 Year**Since

Inception**

Class A 6.94%* 15.78%Class R 7.84% 15.62%Class K 7.96% 15.85%Class I 8.19% 16.12%Russell2500™Value Index


7.74% 14.97%Russell2500™Index


8.11% 12.09%



BAR CHART




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The Fund invests primarily in the equity securities of U.S.companies that the Adviser believes are undervalued. TheAdviser believes that, over time, a company’s stock pricewill come to reflect its intrinsic economic value. The Ad-viser uses a disciplined investment process to evaluate thecompanies in the Adviser’s extensive research universe andto identify the stocks of companies that offer the bestcombination of value and potential for price appreciation.The Fund may invest in companies of any size and in anyindustry.

The Adviser depends heavily upon the fundamental analy-sis and research of its large internal research staff in makinginvestment decisions for the Fund. The research staff fol-lows a primary research universe of approximately 500largely U.S. companies that are significant participants intheir particular industries. As one of the largest multi-national investment firms, the Adviser has access toconsiderable information concerning all of the companiesfollowed, an in-depth understanding of the products, serv-ices, markets and competition of these companies and agood knowledge of the managements of most of the com-panies in its research universe. The Adviser’s analysts pre-pare their own earnings estimates and financial models foreach company followed.

In determining a company’s intrinsic economic value, theAdviser takes into account many factors that it believesbear on the company’s ability to perform in the future, in-cluding earnings growth, prospective cash flows, dividendgrowth and growth in book value. The Adviser then ranks,at least weekly, each of the companies in its research uni-verse in the relative order of disparity between their in-trinsic economic values and their stock prices, withcompanies with the greatest disparities receiving the high-est rankings (i.e., being considered the most undervalued).The Adviser anticipates that the Fund’s portfolio normally

will include approximately 65 companies, with substantiallyall of those companies ranking in the top three deciles ofthe Adviser’s valuation model. Not every security deemedto be undervalued is subsequently purchased by the Fund;undervalued securities are further analyzed before beingadded to the Fund’s portfolio. The Adviser will use its re-search capability to help best evaluate the potential rewardsand risks of investing in competing undervalued securities.It is the interaction between the Adviser’s research capa-bilities and the disciplined value model’s perception ofvalue that determines which securities will be purchased orsold by the Fund.

The Adviser recognizes that the perception of what is a“value” stock is relative and the factors considered in de-termining whether a stock is a “value” stock may, and of-ten will, have differing relative significance in differentphases of an economic cycle. Also, at different times, theFund may be attracted to investments in companies withdifferent market capitalizations (i.e., large, mid or smallcapitalization) or companies engaged in particular types ofbusiness (e.g., banks and other financial institutions), al-though the Fund does not intend to concentrate in anyparticular industries or businesses. The Fund’s portfolioemphasis upon particular industries or sectors will be aby-product of the stock selection process rather than theresult of assigned targets or ranges.

The Fund also invests in high-quality securities ofnon-U.S. issuers. The Fund may enter into derivativestransactions, such as options, futures, forwards, and swapagreements.

PRINCIPAL RISKS:

• Market Risk • Currency Risk• Foreign Risk • Industry/Sector Risk


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PERFORMANCE TABLE


1 Year** 5 Years** 10 Years**

Class A 2.78%* 1.98% 10.41%Class R 3.47% 1.75% 10.18%Class K 4.19% 2.10% 10.51%Class I 4.28% 2.33% 10.76%Russell1000 ValueIndex


7.05% 5.28% 10.94%


** Inception Dates are 11/3/03 for Class R shares and 3/1/05 forClass K and Class I shares. Class R, Class K and Class I performanceinformation for periods prior to their inception is the performance ofthe Fund’s Class A shares adjusted to reflect the different expenseratios of Class R, Class K and Class I shares.

BAR CHART



Best quarter was up 23.26%, 4th quarter, 1998; and Worst quarter was down-19.68%, 3rd quarter, 2002.

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The Fund invests primarily in the equity securities of U.S.companies that the Adviser believes are undervalued. TheAdviser believes that, over time, a company’s stock pricewill come to reflect its intrinsic economic value. The Ad-viser uses a disciplined investment process to evaluate thecompanies in the Adviser’s extensive research universe andto identify the stocks of companies that offer the bestcombination of value and potential for price appreciation.The Fund may invest in companies of any size and in anyindustry.


In determining a company’s intrinsic economic value, theAdviser takes into account many factors that it believesbear on the ability of the company to perform in the fu-ture, including earnings growth, prospective cash flows,dividend growth and growth in book value. The Adviserthen ranks, at least weekly, each of the companies in itsresearch universe in the relative order of disparity betweentheir intrinsic economic values and their stock prices, withcompanies with the greatest disparities receiving the high-est rankings (i.e., being considered the most undervalued).The Adviser anticipates that the Fund’s portfolio normally



The Fund may invest in securities of non-U.S. issuers. TheFund may enter into derivatives transactions, such as op-tions, futures, forwards, and swap agreements. The Fundmay enter into forward commitments.

PRINCIPAL RISKS:

• Market Risk • Currency Risk• Foreign Risk • Industry/Sector Risk


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PERFORMANCE TABLE


1 Year** 5 Years**Since

Inception**



7.05% 5.28% 5.57%



BAR CHART




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OBJECTIVE AND PRINCIPAL STRATEGIES:The Fund’s investment objective is total return consistentwith reasonable risks through a combination of incomeand long-term growth of capital.

The Fund invests in a diversified portfolio of equity andfixed-income securities. The percentage of the Fund’s as-sets invested in each type of security will vary. Normally,the Fund’s investments will consist of about 60% in stocks,but stocks may comprise up to 75% of its investments. TheFund will not purchase a security if as a result less than25% of its total assets will be in fixed-income securities.The Fund may invest up to 20% of its assets in high yieldsecurities (securities rated below BBB- by Standard &Poor’s Rating Services). As an operating policy, the Fundwill invest no more than 25% of its investments in highyield debt securities in securities rated CCC- or below.


In determining a company’s intrinsic economic value, theAdviser takes into account many factors that it believesbear on the ability of the company to perform in the fu-ture, including earnings growth, prospective cash flows,dividend growth and growth in book value. The Adviserthen ranks, at least weekly, each of the companies in itsresearch universe in the relative order of disparity betweentheir intrinsic economic values and their stock prices, withcompanies with the greatest disparities receiving the high-est rankings (i.e., being considered the most undervalued).The Adviser anticipates that the Fund’s portfolio normally



The Fund invests in short- and long-term debt securities,including U.S. Government and agency securities and pre-ferred and common stocks in such proportions and of suchtype as the Adviser deems best adapted to the current eco-nomic and market outlooks. The Fund also may invest inequity and fixed-income securities of non-U.S. issuers. TheFund may enter into derivatives transactions, such as op-tions, futures, forwards, and swap agreements.

PRINCIPAL RISKS:

• Market Risk • Allocation Risk• Interest Rate Risk • Foreign Risk• Credit Risk • Currency Risk


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PERFORMANCE TABLE





7.05% 5.28% 10.94%LehmanGov’t/Credit BondIndex


2.37% 6.11% 6.17%Russell1000 ValueIndex/40%LehmanGov’t /Credit BondIndex


5.18% 5.61% 9.03%



BAR CHART




15


OBJECTIVE AND PRINCIPAL STRATEGIES:The Fund’s investment objective is current income andlong-term growth of capital.

The Fund invests primarily in income-producing equitysecurities. Under normal circumstances, the Fund investsat least 80% of its net assets in securities of companies inthe utility industries. The Fund invests in securities ofutility companies, including companies in the electric, tele-communications, gas, and water utility industries. TheFund may invest in both U.S. and non-U.S. utility compa-nies, although the Fund will limit its investments in issuersin any one non-U.S. country to no more than 15% of itstotal assets. The Fund invests at least 65% of its total assetsin income-producing securities, but there is otherwise nolimit on the allocation of the Fund’s investments betweenequity securities and fixed-income securities. The Fundmay maintain up to 35% of its net assets in lower-ratedsecurities.

The Fund seeks to take advantage of the characteristics andhistorical performance of securities of utility companies,many of which pay regular dividends and increase their

common stock dividends over time. The Fund considers acompany to be in the utilities industry if, during the mostrecent twelve-month period, at least 50% of the company’sgross revenues, on a consolidated basis, were derived fromits utilities activities.

The Fund may invest up to 20% of its net assets in equityand fixed-income securities of domestic and non-U.S. cor-porate and governmental issuers other than utility compa-nies. The Fund may enter into derivatives transactions,such as options, futures, forwards, and swap agreements.The Fund also may enter into forward commitments andstandby commitment agreements.

PRINCIPAL RISKS:

• Market Risk • Industry/Sector Risk• Interest Rate Risk • Foreign Risk• Credit Risk • Currency Risk


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PERFORMANCE TABLE



Class A 15.15%* 2.28% 10.29%Class R 15.94% 2.08% 10.07%Class K 16.31% 2.35% 10.35%Class I 16.58% 2.61% 10.63%S&P GICSUtilityIndex


16.83% -2.24% 6.79%



BAR CHART




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OBJECTIVE AND PRINCIPAL STRATEGIES:The Fund’s investment objective is total return from long-term growth of capital and income.

The Fund invests primarily in equity securities of real estateinvestment trusts or “REITS” and other real estate in-dustry companies. Under normal circumstances, the Fundinvests at least 80% of its net assets in “REITs” and otherreal estate industry companies. The Fund invests in realestate companies that the Adviser believes have strongproperty fundamentals and management teams. The Fundseeks to invest in real estate companies whose underlyingportfolios are diversified geographically and by propertytype.

The Fund’s research and investment process is designed toidentify those companies with strong property funda-mentals and strong management teams. In selecting realestate equity securities, the Adviser’s analysis will focus ondetermining the degree to which the company involvedcan achieve sustainable growth in cash flow and dividend-paying capability. The Adviser believes that the primarydeterminant of this capability is the economic viability ofproperty markets in which the company operates and thatthe secondary determinant of this capability is the ability ofmanagement to add value through strategic focus andoperating expertise. The Fund will purchase real estateequity securities when, in the judgment of the Adviser,their market price does not adequately reflect this poten-tial. In making this determination, the Adviser will takeinto account fundamental trends in underlying propertymarkets as determined by proprietary models, site visits

conducted by individuals knowledgeable in local real estatemarkets, price-earnings ratios (as defined for real estatecompanies), cash flow growth and stability, the relation-ship between asset value and market price of the securities,dividend-payment history, and such other factors that theAdviser may determine from time to time to be relevant.

The Fund may invest in mortgage-backed securities, whichare securities that directly or indirectly represent partic-ipations in, or are collateralized by and payable from,mortgage loans secured by real property. These securitiesinclude mortgage pass-through certificates, real estatemortgage investment conduit certificates (“REMICs”) andcollateralized mortgage obligations (“CMOs”). The Fundalso may invest in short-term investment grade debt secu-rities and other fixed-income securities.

The Fund may enter into derivatives transactions, includ-ing options, futures, forwards and swap agreements. TheFund may invest in foreign securities and enter into for-ward commitments and standby commitment agreements.

PRINCIPAL RISKS:

• Market Risk • Prepayment Risk• Industry Sector Risk • Foreign Risk• Interest Rate Risk • Currency Risk• Credit Risk


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PERFORMANCE TABLE


1 Year** 5 Years**Since

Inception**

Class A 10.61%* 18.70% 13.72%Class R 11.42% 18.47% 13.50%Class K 11.77% 18.78% 13.79%Class I 12.07% 19.08% 14.07%S&P 500Index

(reflects no deduction for fees,expenses, or taxes) 4.91% 0.54% 8.35%

NAREITEquityIndex


12.16% 19.08% 13.93%


** Inception Date is 3/1/05 for Class R, Class K and Class I shares.Class R, Class K and Class I performance information for periodsprior to their inception is the performance of the Fund’s Class Ashares adjusted to reflect the different expense ratios of Class R,Class K and Class I shares.

BAR CHART




19

AllianceBernstein International Value Fund


The Fund will invest primarily in a diversified portfolio ofequity securities of established companies selected frommore than 40 industries and more than 40 developed andemerging market countries. The Fund normally invests incompanies in at least three countries other than UnitedStates. These countries currently include the developednations in Europe and the Far East, Canada, Australia andemerging market countries worldwide. The Fund invests incompanies that are determined by Bernstein to be under-valued, using a fundamental value approach. In selectingsecurities for the Fund’s portfolio, Bernstein uses itsfundamental and quantitative research to identify compa-nies whose long-term earnings power is not reflected in thecurrent market price of their securities.

Bernstein’s fundamental value approach to equity investinggenerally defines value as the relationship between a secur-ity’s current price and its intrinsic economic value, asmeasured by long-term earnings prospects. In each market,this approach seeks to identify a universe of securities thatare considered to be undervalued because they are attrac-tively priced relative to their future earnings power.Accordingly, forecasting corporate earnings and dividend-paying capability is the heart of the fundamental valueapproach.

Bernstein’s fundamental analysis depends heavily upon itslarge internal research staff. The research staff begins witha global research universe of approximately 2,500 interna-tional and emerging market companies. Teams within theresearch staff cover a given industry worldwide, to betterunderstand each company’s competitive position in aglobal context.

Bernstein’s company and industry analysts develop ownearnings estimates and financial models for each companyanalyzed. Bernstein identifies and quantifies the criticalvariables that influence a business’s performance and ana-lyzes the results in order to forecast each company’s long-term prospects and expected returns. As one of the largestmulti-national investment firms, the Adviser and its Bern-stein unit have global access to considerable informationconcerning all of the companies followed, an in-depthunderstanding of the products, services, markets and com-petition of these companies and a good knowledge of themanagement of most of the companies in the research uni-verse. A company’s financial performance is typically

projected over a full economic cycle, including a troughand a peak, within the context of forecasts for realeconomic growth, inflation and interest rate changes. As aresult, forecasts of near-term economic events are generallynot of major consequence.

Senior investment professionals, including the Fund’s portfo-lio managers, carefully review the research process to ensurethat the analysts have appropriately considered key issuesfacing each company, that forecasts of a company’s futureare compatible with its history, and that all forecasts useconsistent analytic frameworks and economic assumptions.

Once Bernstein has applied its fundamental analysis to de-termine the intrinsic economic value of each of thecompanies in its research universe, the companies areranked in order of the highest to lowest risk-adjusted ex-pected return.

The Fund does not simply purchase the top-ranked secu-rities. Rather, Bernstein considers aggregate portfoliocharacteristics when deciding how much of each security topurchase for the Fund. Bernstein’s quantitative analystsbuild valuation and risk models to ensure that the Fund’sportfolio is constructed to obtain an effective balance ofrisk and return. By evaluating overall regional, country andcurrency exposures, sector concentration, degree of under-valuation and other subtle similarities among investments,Bernstein selects those top-ranked securities that also tendto diversify the Fund’s risk.

A disparity between a company’s current stock price andthe assessment of intrinsic value can arise, at least in part,as a result of adverse, short-term market reactions to recentevents or trends. In order to reduce the risk that an under-valued security will be purchased before such an adversemarket reaction has run its course, Bernstein also analyzesrelative return trends (also called “momentum”) so as tobetter time new purchases and sales of securities.

Currencies can have a dramatic impact on equity returns,significantly adding to returns in some years and greatlydiminishing them in others. Currency and equity positionsare evaluated separately. Bernstein may seek to hedge thecurrency exposure resulting from securities positions whenit finds the currency exposure unattractive. To hedge aportion of its currency risk, the Fund may from time totime invest in currency futures contracts or currency for-ward contracts.

A security generally will be sold when it reaches fair value.

20

PRINCIPAL RISKS:

• Market Risk • Emerging Market Risk• Foreign Risk • Industry Sector Risk• Currency Risk • Derivatives Risk


The Fund may enter into derivatives transactions, such as op-tions, futures, forwards, and swap agreements. The Fund mayinvest in depositary receipts, instruments of supranational enti-ties denominated in the currency of any country, securities ofmultinational companies and “semi-governmental securities”and enter into forward commitments.


PERFORMANCE TABLE


1 Year**Since

Inception**

Class A 15.76%* 15.86%Class R 16.49% 15.61%Class K 16.80% 15.91%Class I 17.11% 16.20%MSCI EAFEIndex (net)†

(reflects no deduction for fees, expenses,or taxes other than non-U.S. withholdingtaxes) 13.54% 8.08%



† The MSCI EAFE Index (net) reflects the reinvestment of dividends netof non-U.S. withholding taxes.

BAR CHART




21



The Fund will invest primarily in a diversified portfolio ofequity securities of established companies selected frommore than 40 industries and from more than 40 developedand emerging market countries, including the UnitedStates. The Fund normally invests in companies in at leastthree countries, generally including the United States.Other such countries currently include the developed na-tions in Europe and the Far East, Canada, Australia, andemerging market countries worldwide. The Fund invests incompanies that are determined by the Adviser to beundervalued, using Bernstein’s fundamental value ap-proach. In selecting securities for the Fund’s portfolio,Bernstein uses its fundamental and quantitative research toidentify companies whose long-term earnings power is notreflected in the current market price of their securities.

Bernstein’s fundamental value approach to equity investinggenerally defines value as the relationship between a secur-ity’s current price and its intrinsic economic value as meas-ured by long-term earnings prospects. In each market, thisapproach seeks to identify a universe of securities that areconsidered to be undervalued because they are attractivelypriced relative to their future earnings power. Accordingly,forecasting corporate earnings, free cash flow anddividend-paying capability is the heart of the fundamentalvalue approach.

Bernstein’s fundamental analysis depends heavily upon itslarge internal research staff. The research staff begins witha global research universe of approximately 3,000 compa-nies worldwide. Teams within the research staff cover agiven industry worldwide, to better understand each com-pany’s competitive position in a global context.

Bernstein’s company and industry analysts developearnings-estimates and financial models for each companyanalyzed. Bernstein identifies and quantifies the criticalvariables that influence a business’s performance and usesthis research insight to forecast each company’s long-termprospects and expected returns. As one of the largestmulti-national investment firms, the Adviser and its Bern-stein unit have global access to considerable informationconcerning all of the companies followed, an in-depthunderstanding of the products, services, markets and com-petition of these companies and a good knowledge of themanagement of most of the companies in the research uni-verse. A company’s financial performance is typically

projected over a full economic cycle, including a troughand a peak, within the context of forecasts for realeconomic growth, inflation and interest rate changes. As aresult, forecasts of near-term economic events are generallynot of major consequence.

Senior investment professionals, including the Fund’s portfo-lio managers, carefully review the research process to ensurethat the analysts have appropriately considered key issues fac-ing each company, that forecasts of a company’s future arecompatible with its history, and that all forecasts use con-sistent analytic frameworks and economic assumptions.

Once Bernstein has applied its fundamental analysis to de-termine the intrinsic economic value of each of thecompanies in its research universe, the companies areranked in order from the highest to lowest risk-adjustedexpected return.

The Fund does not simply purchase the top-ranked secu-rities. Rather, Bernstein considers aggregate portfoliocharacteristics when deciding how much of each security topurchase for the Fund. Bernstein’s quantitative analystsbuild valuation and risk models to ensure that the Fund’sportfolio is constructed to obtain an effective balance ofrisk and return. By evaluating overall regional, country andcurrency exposures, sector concentration, degree of under-valuation and other subtle similarities among investments,Bernstein selects those top-ranked securities that also tendto diversify the Fund’s risk.

A disparity between a company’s current stock price andthe assessment of intrinsic value can arise, at least in part,as a result of adverse, short-term market reactions to recentevents or trends. In order to reduce the risk that an under-valued security will be purchased before such an adversemarket reaction has run its course, Bernstein analyzes rela-tive return trends (also called “momentum”) so as to bet-ter time new purchases and sales of securities.

Currencies can have a dramatic impact on equity returns,significantly adding to returns in some years and greatlydiminishing them in others. Currency and equity positionsare evaluated separately. Bernstein may seek to hedge thecurrency exposure resulting from securities positions whenit finds the current exposure unattractive. To hedge a por-tion of its currency risk, the Fund may from time to timeinvest in currency futures contracts or currency forwardcontracts.

A security generally will be sold when it reaches fair value.

22

The Fund may enter into derivatives transactions, such asoptions, futures, forwards, and swap agreements. TheFund may invest in depositary receipts, instruments ofsupranational entities denominated in the currency ofany country, securities of multinational companies and“semi-governmental securities” and enter into forwardcommitments.

PRINCIPAL RISKS:

• Market Risk • Emerging Market Risk• Foreign Risk • Industry Sector Risk• Currency Risk • Derivatives Risk



PERFORMANCE TABLE


1 Year**Since

Inception**

Class A 13.57%* 9.23%Class R 14.39% 9.02%Class K 14.67% 9.29%Class I 14.90% 9.56%MSCIWorldIndex (net)†

(reflects no deduction for fees, expenses,or taxes other than non-U.S. withholdingtaxes) 9.49% 5.43%


** Inception Date is 3/1/05 for Class R, Class K and Class I shares.Class R, Class K and Class I performance information for periodsprior to their inception is the performance of the Fund’s Class Ashares adjusted to reflect the different expense ratios of Class R,Class K and Class I shares.

† The MSCI World Index (net) reflects the reinvestment of dividends netof non-U.S. withholding taxes.

BAR CHART




23

RISKS SUMMARY

In this Summary, we describe the principal and other risksthat may affect a Fund’s portfolio as a whole. This Pro-spectus has additional descriptions of risks applicable tospecific investments in the discussions below under “MoreInformation About the Funds and Their Investments.”

MARKET RISKThis is the risk that the value of a Fund’s investments willfluctuate as the stock or bond markets fluctuate and thatprices overall will decline over short- or long-term periods.

INDUSTRY/SECTOR RISKThis is the risk of investments in a particular industry orgroup of related industries, such as the real estate or utilityindustry. Market or economic factors affecting that in-dustry could have a major effect on the value of the Fund’sinvestments.

CAPITALIZATION RISKThis is the risk of investments in small- to mid-capitalizationcompanies. Investments in small- and mid-cap companiesmay be more volatile than investments in large-cap compa-nies. Investments in small-cap companies tend to be morevolatile than investments in mid- or large-cap companies. AFund’s investments in smaller capitalization companies mayhave additional risks because these companies often havelimited product lines, markets or financial resources.

INTEREST RATE RISKChanges in interest rates will affect the value of a Fund’sinvestments in fixed-income securities. When interest ratesrise, the value of a Fund’s investments tends to fall and thisdecrease in value may not be offset by higher interest in-come from new investments. Interest rate risk is generallygreater for those Funds that invest in fixed-income secu-rities with longer maturities or durations.

CREDIT RISKThis is the risk that the issuer or the guarantor of a fixed-income security, or the counterparty to a derivatives orother contract, will be unable or unwilling to make timelypayments of interest or principal, or to otherwise honor itsobligations. The issuer or guarantor may default causing aloss of the full principal amount of a security. The degreeof risk for a particular security may be reflected in its creditrating. Investments in fixed-income securities with lowerratings tend to have a higher probability that an issuer willdefault or fail to meet its payment obligations.

DERIVATIVES RISKThe Funds may use derivatives transactions. These invest-ment strategies may be riskier than other investment strat-

egies and may result in greater volatility for a Fund, partic-ularly during periods of market declines.

FOREIGN (NON-U.S.) RISKA Fund’s investments in securities of non-U.S. issuers mayexperience more rapid and extreme changes in value thaninvestments in securities of U.S. companies. The securitiesmarkets of many countries are relatively small, with a lim-ited number of companies representing a small number ofsecurities. Non-U.S. issuers usually are not subject to thesame degree of regulation as U.S. issuers. Reporting, ac-counting and auditing standards of countries differ, insome cases significantly, from U.S. standards. Nationaliza-tion, expropriation or confiscatory taxation, currencyblockage or political changes or diplomatic developmentscould adversely affect a Fund’s investments in a countryother than the United States. To the extent a Fund investsin a particular country or geographic region, the Fund mayhave more significant risk due to market changes or otherfactors affecting that country or region, including politicalinstability and unpredictable economic conditions.

EMERGING MARKET RISKForeign investment risk may be particularly high to theextent a Fund invests in emerging market securities of is-suers based in countries with developing economies. Thesesecurities may present market, credit, currency, liquidity,legal, political and other risks different from, or greaterthan, the risks of investing in developed foreign (non-U.S.)countries.

CURRENCY RISKThis is the risk that fluctuations in the exchange rates be-tween the U.S. Dollar and foreign (non-U.S.) currenciesmay negatively affect the value of a Fund’s investments orreduce the returns of a Fund.

PREPAYMENT RISKThe value of mortgage-related or asset-backed securitiesmay be particularly sensitive to changes in prevailing inter-est rates. Early prepayments of principal on somemortgage-related securities may occur during periods offalling mortgage interest rates and expose a Fund to alower rate of return upon reinvestment of principal. Earlypayments associated with mortgage-related securities causethese securities to experience significantly greater price andyield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, areduction in prepayments may increase the effective life ofmortgage-related securities, subjecting them to greater riskof decline in market value in response to rising interestrates. If the life of a mortgage-related security is in-accurately predicted, a Fund may not be able to realize therate of return it expected.

24

ALLOCATION RISKIf a Fund pursues the objective of a portfolio balancedbetween equity and debt securities, it has the risk that theallocation of these investments may have a more significanteffect on the Fund’s net asset value when one of these assetclasses is performing more poorly than the other.

MANAGEMENT RISKEach Fund is subject to management risk because it is anactively managed investment portfolio. The Adviser willapply its investment techniques and risk analyses, includingits value approach, in making investment decisions for theFunds, but there is no guarantee that its techniques willproduce the intended result.

FundMarket

Risk

Industry/SectorRisk

Capital-izationRisk

InterestRateRisk

CreditRisk

Prepay-mentRisk

DerivativesRisk

ForeignRisk

EmergingMarket

RiskCurrency

RiskAllocation

Risk

Manage-mentRisk

AllianceBernsteinValue Fund Š Š Š Š Š Š Š

AllianceBernsteinSmall/Mid CapValue Fund Š Š Š Š Š Š Š

AllianceBernsteinGrowth and IncomeFund Š Š Š Š Š

AllianceBernsteinFocused Growth &Income Fund Š Š Š Š Š Š

AllianceBernsteinBalanced Shares Š Š Š Š Š Š Š

AllianceBernsteinUtility Income Fund Š Š Š Š Š

AllianceBernsteinReal EstateInvestment Fund Š Š Š Š Š Š Š Š

AllianceBernsteinInternational ValueFund Š Š Š Š Š Š Š Š

AllianceBernsteinGlobal Value Fund Š Š Š Š Š Š Š Š

25

FEES AND EXPENSES OF THE FUNDS

WHY ARE FUND FEES AND EXPENSES IMPORTANT?

Fees and expenses reduce the investment performance of a Fund. The information provided below is intended tohelp you understand what these fees and expenses are and provide examples of the dollar amount of these costs tohelp you make comparisons with other funds. Some of these fees are paid, under certain circumstances, at the timeyou redeem or sell your shares back to the Fund. You pay other fees and expenses indirectly because they arededucted from a Fund’s assets and reduce the value of your shares. These fees include management fees, distribution(Rule 12b-1) fees, and operating expenses.

SHAREHOLDER FEES (fees paid directly from your investment)

Class AShares

Class RShares

Class KShares

Class IShares

Maximum Sales Charge (Load) Imposed on Purchases(as a percentage of offering price) None (a) None None None

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

Exchange Fee None None None None

(a) In some cases, a 1%, 1-year contingent deferred sales charge, or CDSC, may apply. CDSCs for Class A shares may also be subject to waiver incertain circumstances. See “Investing in the Funds” in this Prospectus and “Purchase of Shares” in the Statement of Additional Information or SAI.

ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Fund assets) and EXAMPLES

The Examples are intended to help you compare the cost of investing in the Funds with the cost of investing in otherfunds. They assume that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares atthe end of those periods. They also assume that your investment has a 5% return each year, that the Fund’s operating ex-penses stay the same and that all dividends and distributions are reinvested. Although your actual costs may be higher orlower, based on these assumptions your costs as reflected in the Examples would be:

26

Operating Expenses

AllianceBernstein ValueFund Class A Class R Class K Class I

Management Fees .55% .55% .55% .55%Distribution and/or

Shareholder Service (12b-1)Fees .30% .50% .25% None

Other Expenses:Transfer Agent .19% .26% .20% .12%Other Expenses .09% .08% .13% .10%

Total Other Expenses .28% .34% .33% .22%

Total Fund OperatingExpenses (a) 1.13% 1.39% 1.13% .77%

Examples

Class A Class R Class K Class IAfter 1 year $ 535 $ 142 $ 115 $ 79After 3 years $ 769 $ 440 $ 359 $246After 5 years $1,021 $ 761 $ 622 $428After 10 years $1,741 $1,669 $1,375 $954

AllianceBernstein Small/Mid Cap Value Fund Class A Class R Class K Class I





Total Fund OperatingExpenses (a) 1.39% 1.61% 1.34% 1.04%

Waiver and/or ExpenseReimbursement (b) (.24)% (.26)% (.24)% (.19)%

Net Expenses 1.15% 1.35% 1.10% .85%

Class A Class R Class K Class IAfter 1 year $ 537 $ 137 $ 112 $ 87After 3 years* $ 824 $ 483 $ 401 $ 312After 5 years* $1,131 $ 852 $ 711 $ 556After 10 years* $2,003 $1,889 $1,592 $1,254

AllianceBernstein Growthand Income Fund Class A Class R Class K Class I





Total Fund OperatingExpenses (a) 1.02% 1.32% .98% .70%

Class A Class R Class K Class IAfter 1 year $ 525 $ 134 $ 100 $ 72After 3 years $ 736 $ 418 $ 312 $224After 5 years $ 964 $ 723 $ 542 $390After 10 years $1,620 $1,590 $1,201 $871

AllianceBernstein FocusedGrowth & Income Fund Class A Class R Class K Class I





Total Fund OperatingExpenses (a) 1.22% 1.52% 1.16% .89%

Class A Class R Class K Class IAfter 1 year $ 544 $ 155 $ 118 $ 91After 3 years $ 796 $ 480 $ 368 $ 284After 5 years $1,067 $ 829 $ 638 $ 493After 10 years $1,840 $1,813 $1,409 $1,096

AllianceBernstein BalancedShares Class A Class R Class K Class I





Total Fund OperatingExpenses (a) .99% 1.27% .94% .66%

Class A Class R Class K Class IAfter 1 year $ 522 $ 129 $ 96 $ 67After 3 years $ 727 $ 403 $ 300 $211After 5 years $ 949 $ 697 $ 520 $368After 10 years $1,586 $1,534 $1,155 $822

Please refer to the footnotes on page 29.

27

Operating Expenses

AllianceBernstein UtilityIncome Fund Class A Class R Class K Class I






Examples


AllianceBernstein RealEstate Investment Fund Class A Class R Class K Class I







AllianceBernsteinInternational Value Fund Class A Class R Class K Class I






Waiver and/or ExpenseReimbursement (b) (.13)% (.23)% (.20)% (.11)%

Net Expenses 1.20% 1.40% 1.15% .90%

Class A Class R Class K Class IAfter 1 year $ 542 $ 143 $ 117 $ 92After 3 years* $ 816 $ 492 $ 408 $ 311After 5 years* $1,111 $ 865 $ 720 $ 547After 10 years* $1,948 $1,914 $1,606 $1,226

AllianceBernstein GlobalValue Fund Class A Class R Class K Class I






Waiver and/or ExpenseReimbursement (b) .00% (.36)% (.08)% (.24)%

Net Expense 1.44% 1.70% 1.45% 1.20%

Class A Class R Class K Class IAfter 1 year $ 565 $ 173 $ 148 $ 122After 3 years* $ 861 $ 611 $ 476 $ 432After 5 years* $1,178 $1,075 $ 827 $ 764After 10 years* $2,076 $2,361 $1,817 $1,704


28

(a) Restated to exclude expenses attributable to estimated costs of proxy solicitation that have been incurred during 2005 or that are expected to beincurred in 2006. These amounts for each Fund are as follows:

Fund Amount

AllianceBernstein Value Fund .02%AllianceBernstein Small/Mid Cap Value Fund .04%AllianceBernstein Growth and Income Fund .05%AllianceBernstein Focused Growth & Income Fund .04%AllianceBernstein Balanced Shares .03%AllianceBernstein Utility Income Fund .04%AllianceBernstein Real Estate Investment Fund .04%AllianceBernstein International Value Fund .02%AllianceBernstein Global Value Fund .01%

(b) Reflects the Adviser’s contractual waiver of a portion of its advisory fee and/or reimbursement of a portion of the Fund’s operating expenses. Thiswaiver extends through the Fund’s current fiscal year (which ends November 30, 2006) and may be extended by the Adviser for additional one-yearterms.

* These examples assume that the Adviser’s agreement to waive management fees and/or bear Fund expenses is not extended beyond its currentperiod.

29

INVESTING IN THE FUNDS

This section discusses how to buy, sell or redeem, or ex-change different classes of shares in a Fund that are offeredin this Prospectus. The Funds offer four classes of sharesthrough this Prospectus.

Each share class represents an investment in the same port-folio of securities, but the classes may have different salescharges and bear different on-going distribution expenses.For additional information on the differences between thedifferent classes of shares and factors to consider whenchoosing among them, please see “The Different ShareClass Expenses” below. Also, you can learn more aboutpayments to brokers, financial planners, banks, insurancecompanies, registered investment advisors or other“financial intermediaries” who distribute shares of theFunds and your individual financial advisor under“Payments to Financial Intermediaries.”

HOW TO BUY SHARESClass A, Class R, Class K and Class I shares are available atnet asset value, or NAV, without an initial sales charge, to401(k) plans, 457 plans, employer-sponsored 403(b)plans, profit-sharing and money purchase pension plans,defined benefit plans, and non-qualified deferredcompensation plans where plan level or omnibus accountsare held on the books of a Fund (“group retirementplans”), as follows:

Class A shares offered through this Prospectus are de-signed for group retirement plans with assets in excess of$10,000,000. Class A shares are also available at NAV tothe AllianceBernstein Link, AllianceBernstein Individual401(k) and AllianceBernstein SIMPLE IRA plans with atleast $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 withat least $1,000,000 in plan assets.

Class I shares are designed for group retirement plans withat least $10,000,000 in plan assets and are available to cer-tain investment advisory clients of, and certain other per-sons associated with, the Adviser and its affiliates.

Class A, Class R, Class K and Class I shares are also avail-able to certain AllianceBernstein-sponsored group retire-ment plans. Class R, Class K and Class I shares generallyare not available to retail non-retirement accounts, tradi-tional and ROTH IRAs, Coverdell Education SavingsAccounts, SEPs, SAR-SEPs, SIMPLE IRAs and individual403(b) plans.

Required InformationA Fund is required by law to obtain, verify and record cer-tain personal information from you or persons on your be-half in order to establish an account. Required informationincludes name, date of birth, permanent residential address

and taxpayer identification number (for most investors, yoursocial security number). A Fund may also ask to see otheridentifying documents. If you do not provide the in-formation, the Fund will not be able to open your account.If a Fund is unable to verify your identity, or that of anotherperson(s) authorized to act on your behalf, or if the Fundbelieves it has identified potentially criminal activity, theFund reserves the right to take action it deems appropriateor as required by law, which may include closing your ac-count. If you are not a U.S. citizen or Resident Alien, youraccount must be affiliated with a NASD member firm.

GeneralABI may refuse any order to purchase shares. Each Fundreserves the right to suspend the sale of its shares to thepublic in response to conditions in the securities marketsor 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/or service fees (12b-1 fees) or CDSCs. Please see below fora discussion of how CDSCs are calculated.

WHAT IS A RULE 12b-1 FEE?

A Rule 12b-1 fee is a fee deducted from a Fund’sassets that is used to pay for personal service, main-tenance of shareholder accounts and distributioncosts, such as advertising and compensation of finan-cial intermediaries. The amount of each share class’s12b-1 fee, if any, is disclosed below and in the rele-vant Fund’s fee table near the front of this Pro-spectus.

Asset-based Sales Charges or Distribution and/or Service(Rule 12b-1) FeesEach Fund has adopted plans under Commission Rule12b-1 that allows the Fund to pay asset-based sales chargesor distribution and/or service fees for the distribution andsale of its shares. The amount of these fees for each class ofthe Fund’s shares is:

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

Percentage of AggregateAverage Daily Net Assets)

Class A 0.30%Class R 0.50%Class K 0.25%Class I None

Because these fees are paid out of the Fund’s assets on anon-going basis, over time these fees will increase the costof your investment and may cost you more than payingother types of sales fees. Class R shares are subject tohigher Rule 12b-1 fees than Class A shares. The higherfees mean a higher expense ratio, so Class R shares paycorrespondingly lower dividends and may have a lowerNAV (and returns) than Class A shares. Conversely,

30

Class K and Class I shares have a lower or no Rule 12b-1fee. Therefore, Class K and Class I shares have a lowerexpense ratio and may have a higher NAV (and returns)than Class A or Class R shares. All or some of these feesmay be paid to financial intermediaries, including your fi-nancial intermediary.

Class A SharesClass A shares offered through this Prospectus do not havean initial sales charge. Class A shares may be subject to aCDSC of up to 1%. When a non-AllianceBernstein-sponsored group retirement plan terminates a Fund as aninvestment option, all investments in Class A shares of thatFund through the plan are subject to a 1%, 1-year CDSCupon redemption. In addition, when a group retirementplan ceases to participate in an AllianceBernstein sponsoredgroup retirement plan program, investments in the Funds’Class A shares through the plan are subject to a 1%, 1-yearCDSC upon redemption. The CDSC is applied to thelesser of NAV at the time of redemption of shares or theoriginal cost of shares being redeemed.

Class R, Class K and Class I sharesClass R, Class K and Class I shares do not have an initialsales charge or CDSC.

DISTRIBUTION ARRANGEMENTS FOR GROUP RETIREMENTPLANSEach Fund offers distribution arrangements for group retire-ment plans. However, plan sponsors, plan fiduciaries andother financial intermediaries may establish requirements forgroup retirement plans as to the purchase, sale or exchangeof shares of a Fund, including maximum and minimum ini-tial investment requirements, that are different from thosedescribed in this Prospectus and a Fund’s SAI. Therefore,plan sponsors or fiduciaries may not impose the same shareclass parameters as set forth in this Prospectus and a Fund’sSAI. Group retirement plans also may not offer all classes ofshares of a Fund. A 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 theFunds. These financial intermediaries may receive compen-sation for selling shares of the Funds. This compensation ispaid from various sources, including any CDSC and/orRule 12b-1 fee that you may pay.

What is a Financial Intermediary?A financial intermediary is a firm that receives compen-sation for selling shares of the Funds offered in thisProspectus and/or provides services to the Funds’shareholders. Financial intermediaries may include,among others, brokers, financial planners or advisors,banks and insurance companies. Financial inter-mediaries may employ financial advisors who deal withyou and other investors on an individual basis.

In the case of Class A shares, the Funds’ principal under-writer, AllianceBernstein Investments, Inc., or ABI, maypay financial intermediaries a fee of up to 1%. Additionally,up to 100% of the Rule 12b-1 fees applicable to Class Ashares each year may be paid to financial intermediaries,including your financial intermediary, that sell Class Ashares.

In the case of Class R shares, up to 100% of the Rule12b-1 fee applicable to Class R shares each year may bepaid to financial intermediaries, including your financialintermediary, that sell Class R shares.

In the case of Class K shares, up to 100% of the Rule12b-1 fee applicable to Class K shares each year may bepaid to financial intermediaries, including your financialintermediary, that sell Class K shares.

Your financial advisor’s firm receives compensationfrom the Funds, ABI and/or the Adviser in severalways from various sources, which include some or allof the following:

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

training- payments related to providing shareholder record-

keeping and/or transfer agency services

Please read this Prospectus carefully for informationon this compensation.

Other Payments for Distribution Services and EducationalSupportIn addition to the Rule 12b-1 fees described above, someor all of which may be paid to financial intermediaries,ABI, at its expense, currently provides additional paymentsto firms that sell shares of the AllianceBernstein MutualFunds. Although the individual components may be higherand the total amount of payments made to each qualifyingfirm in any given year may vary, the total amount paid to afinancial intermediary in connection with the sale of sharesof the AllianceBernstein Mutual Funds will generally notexceed the sum of (a) 0.25% of the current year’s fundsales by that firm and (b) 0.10% of average daily net assetsattributable to that firm over the year. These sums includepayments to reimburse directly or indirectly the costs in-curred by these firms in connection with educational semi-nars and training efforts about the AllianceBernsteinMutual Funds. The costs and expenses associated withthese efforts may include travel, lodging, entertainmentand meals.

For 2006, ABI’s additional payments to these firms for dis-tribution services and educational support related to theAllianceBernstein Mutual Funds is expected to be approx-imately 0.04% of the average monthly assets of theAllianceBernstein Mutual Funds, or approximately$18,000,000. In 2005, ABI paid approximately 0.04% of

31

the average monthly assets of the AllianceBernstein MutualFunds or approximately $18,000,00 for distribution serv-ices and educational support related to the AllianceBern-stein Mutual Funds.

A number of factors are considered in determining theadditional payments, including each firm’s AllianceBern-stein Mutual Fund sales, assets and redemption rates, andthe willingness and ability of the firm to allow ABI to pro-vide information for educational and marketing purposes.ABI’s goal is to make the financial intermediaries whointeract with current and prospective investors and share-holders more knowledgeable about the AllianceBernsteinMutual Funds so that they can provide suitable in-formation and advice about the Funds.

The Funds and ABI also make payments for recordkeepingand other transfer agency services to financial inter-mediaries that sell AllianceBernstein Mutual Fund shares.Please see “Management of the Funds—Transfer Agencyand Retirement Plan Services” below. These expenses paidby the Funds are included in “Other Expenses” under“Fees and Expenses of the Funds—Annual Fund Operat-ing Expenses” above.

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. Sim-ilarly, if your financial advisor or his or her firmreceives more distribution assistance for one shareclass versus another, the financial intermediarymay have an incentive to recommend that class.

As of the date of the Prospectus, ABI anticipates that thefirms that will receive additional payments for distributionservices and/or educational support include:

AdvestA.G. EdwardsAIG Financial AdvisorsAmeriprise Financial ServicesAXA AdvisorsBanc of AmericaBank One Securities Corp.BNY Investment CenterCharles SchwabChase Investment ServicesCiticorp Investment ServicesCitigroup Global MarketsCommonwealth Financial NetworkIndependent Financial Marketing GroupING Advisors NetworkLegg MasonLincoln Financial AdvisorsLinsco/Private LedgerMcDonald InvestmentsMerrill LynchMorgan Stanley

Mutual Service CorporationNational FinancialNational Planning HoldingsNew England SecuritiesPFS InvestmentsPiper JaffrayRaymond JamesRBC Dain RauscherSignator InvestmentsSecurities AmericaSunTrust BankUBS AGUBS Financial ServicesUvest Financial ServicesWachovia SecuritiesWalnut Street SecuritiesWells Fargo Investments

Although the Funds may use brokers and dealers who sellshares of the Funds to effect portfolio transactions, theFunds do not consider the sale of AllianceBernstein Mu-tual Fund shares as a factor when selecting brokers or deal-ers to effect portfolio transactions.

HOW TO EXCHANGE SHARESYou may exchange your Fund shares for shares of the sameclass of other AllianceBernstein Mutual Funds (includingAllianceBernstein Exchange Reserves, a money marketfund managed by the Adviser). Exchanges of shares aremade at the next-determined NAV, without sales or servicecharges. You may request an exchange through yourfinancial intermediary. In order to receive a day’s NAV,your financial intermediary must receive and confirm yourtelephone exchange request by 4:00 p.m., Eastern time, onthat day. The Funds may modify, restrict or terminate theexchange privilege on 60 days’ written notice.

HOW TO SELL OR REDEEM SHARESYou may “redeem” your shares (i.e., sell your shares to aFund) on any day the New York Stock Exchange is open.Your sale price will be the next-determined NAV, less anyapplicable CDSC, after the Fund receives your redemptionrequest in proper form. Normally, redemption proceedsare sent to you within 7 days. If you recently purchasedyour shares by check or electronic funds transfer, your re-demption payment may be delayed until the Fund isreasonably satisfied that the check or electronic fundstransfer has been collected (which may take up to 15 days).

Your financial intermediary must receive your sales requestby 4:00 p.m., Eastern time, and submit it to the Fund by apre-arranged time for you to receive the next-determinedNAV, less any applicable CDSC. Your financial intermediaryis responsible for submitting all necessary documentation tothe Fund and may charge you a fee for this service.

FREQUENT PURCHASES AND REDEMPTIONS OF FUNDSHARESEach Fund’s Board of Directors/Trustees has adopted poli-cies and procedures designed to detect and deter frequent

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purchases and redemptions of Fund shares or excessive orshort-term trading that may disadvantage long-term Fundshareholders. These policies are described below. TheFund reserves the right to restrict, reject or cancel, withoutany prior notice, any purchase or exchange order for anyreason, including any purchase or exchange order acceptedby any shareholder’s financial intermediary.

Risks Associated With Excessive Or Short-term Trad-ing Generally. While the Funds will try to prevent markettiming by utilizing the procedures described below, theseprocedures may not be successful in identifying or stop-ping excessive or short-term trading in all circumstances.By realizing profits through short-term trading, share-holders that engage in rapid purchases and sales or ex-changes of a Fund’s shares dilute the value of shares heldby long-term shareholders. Volatility resulting from ex-cessive purchases and sales or exchanges of Fund shares,especially involving large dollar amounts, may disrupt effi-cient portfolio management. In particular, a Fund mayhave difficulty implementing its long-term investmentstrategies if it is forced to maintain a higher level of its as-sets in cash to accommodate significant short-term tradingactivity. Excessive purchases and sales or exchanges of aFund’s shares may force the Fund to sell portfolio secu-rities at inopportune times to raise cash to accommodateshort-term trading activity. In addition, a Fund may incurincreased expenses if one or more shareholders engage inexcessive or short-term trading. For example, a Fund maybe forced to liquidate investments as a result of short-termtrading and incur increased brokerage costs and realizationof taxable capital gains without attaining any investmentadvantage. Similarly, a Fund may bear increased admin-istrative costs due to asset level and investment volatilitythat accompanies patterns of short-term trading activity.All of these factors may adversely affect Fund performance.

Funds that may invest significantly in foreign securities,such as AllianceBernstein Value Fund, AllianceBern-stein Small/Mid Cap Value Fund, the AllianceBern-stein Growth and Income Fund, AllianceBernsteinFocused Growth & Income Fund, AllianceBernsteinBalanced Shares, AllianceBernstein International ValueFund and AllianceBernstein Global Value Fund, maybe particularly susceptible to short-term trading strategies.This is because foreign securities are typically traded onmarkets that close well before the time a Fund calculates itsNAV at 4:00 p.m. Eastern time, which gives rise to thepossibility that developments may have occurred in the in-terim that would affect the value of these securities. Thetime zone differences among international stock marketscan allow a shareholder engaging in a short-term tradingstrategy to exploit differences in Fund share prices that arebased on closing prices of foreign securities establishedsome time before the Fund calculates its own share price(referred to as “time zone arbitrage”). The Funds haveprocedures, referred to as fair value pricing, designed toadjust closing market prices of foreign securities to reflectwhat is believed to be the fair value of those securities at

the time a Fund calculates its NAV. While there is no assur-ance, the Funds expect that the use of fair value pricing, inaddition to the short-term trading policies discussed be-low, will significantly reduce a shareholder’s ability to en-gage in time zone arbitrage to the detriment of other Fundshareholders.

A shareholder engaging in a short-term trading strategymay also target a Fund that does not invest primarily inforeign securities. Any Fund that invests in securities thatare, among other things, thinly traded, traded infrequentlyor relatively illiquid has the risk that the current marketprice for the securities may not accurately reflect currentmarket values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences(referred to as “price arbitrage”). The Funds may be ad-versely affected by price arbitrage to a greater extent whenthey invest significantly in small cap securities, technologyand other specific industry sector securities. Because theymay invest in certain fixed-income securities,AllianceBernstein Balanced Shares, AllianceBernsteinUtility Income Fund and AllianceBernstein Real EstateInvestment Fund also may be adversely affected by pricearbitrage to a greater extent.

Policy Regarding Short-term Trading. Purchases andexchanges of shares of the Funds should be made forinvestment purposes only. The Funds seek to prevent pat-terns of excessive purchases and sales or exchanges of Fundshares. The Funds will seek to prevent such practices to theextent they are detected by the procedures described be-low. The Funds reserve the right to modify this policy, in-cluding any surveillance or account blocking proceduresestablished from time to time to effectuate this policy, atany time without notice.

• Transaction Surveillance Procedures. The Funds,through their agents, ABI and AllianceBernsteinInvestor Services, Inc. (“ABIS”), maintain surveillanceprocedures to detect excessive or short-term trading inFund shares. This surveillance process involves severalfactors, which include scrutinizing transactions in Fundshares that exceed certain monetary thresholds ornumerical limits within a specified period of time. Gen-erally, more than two exchanges of Fund shares duringany 90-day period or purchases of shares followed by asale within 90 days will be identified by these surveil-lance procedures. For purposes of these transaction sur-veillance procedures, the Funds may consider tradingactivity in multiple accounts under common ownership,control or influence. Trading activity identified by ei-ther, or a combination, of these factors, or as a result ofany other information available at the time, will be eval-uated to determine whether such activity might con-stitute excessive or short-term trading. Thesesurveillance procedures may be modified from time totime, as necessary or appropriate to improve the de-tection of excessive or short-term trading or to addressspecific circumstances, such as for certain retirement

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plans, to conform to plan exchange limits or U.S.Department of Labor regulations, or for certain auto-mated or pre-established exchange, asset allocation ordollar cost averaging programs, or omnibus account ar-rangements.

• Account Blocking Procedures. If the Funds determine,in their sole discretion, that a particular transaction orpattern of transactions identified by the transaction sur-veillance procedures described above is excessive orshort-term trading in nature, the relevant Fundaccount(s) will be immediately “blocked” and no futurepurchase or exchange activity will be permitted. How-ever, sales of Fund shares back to a Fund or redemptionswill continue to be permitted in accordance with theterms of the Fund’s current Prospectus. In the event anaccount is blocked, certain account-related privileges,such as the ability to place purchase, sale and exchangeorders over the internet or by phone, may also be sus-pended. A blocked account will generally remainblocked unless and until the account holder or the asso-ciated broker, dealer or other financial intermediary pro-vides evidence or assurance acceptable to the Fund thatthe account holder did not or will not in the future en-gage in excessive or short-term trading.

• Applications of Surveillance Procedures and Re-strictions to Omnibus Accounts. Omnibus accountarrangements are common forms of holding shares ofthe Funds, particularly among certain brokers, dealersand other financial intermediaries, including sponsors ofretirement plans and variable insurance products. TheFunds seek to apply their surveillance procedures tothese omnibus account arrangements. If an intermediarydoes not have the capabilities, or declines, to provideindividual account level detail to the Funds, the Fundswill monitor turnover of assets to purchases and re-demptions of the omnibus account. If excessive turn-over, defined as annualized purchases and redemptionsexceeding 50% of assets is detected, the Fund will notifythe intermediary and request that the intermediary re-view individual account transactions for excessive orshort-term trading activity and confirm to the Fund thatappropriate action has been taken to curtail the activity,which may include applying blocks to accounts to pro-hibit future purchases and exchanges of Fund shares. Forcertain retirement plan accounts, the Funds may requestthat the retirement plan or other intermediary revokethe relevant participant’s privilege to effect transactionsin Fund shares via the internet or telephone, in whichcase the relevant participant must submit future trans-action orders via the U.S. Postal Service (i.e., regularmail). The Fund will continue to monitor the turnoverattributable to an intermediary’s omnibus account ar-rangement and may consider whether to terminate therelationship if the intermediary does not demonstratethat appropriate action has been taken.

Risks to Shareholders Resulting From Imposition ofAccount Blocks in Response to Excessive Short-termTrading Activity. A shareholder identified as having en-gaged in excessive or short-term trading activity whoseaccount is “blocked” and who may not otherwise wish toredeem his or her shares effectively may be “locked” intoan investment in a Fund that the shareholder did not in-tend to hold on a long-term basis or that may not beappropriate for the shareholder’s risk profile. To rectify thissituation, a shareholder with a “blocked” account may beforced to redeem Fund shares, which could be costly if, forexample, these shares have declined in value, the share-holder recently paid a front-end sales charge or the sharesare subject to a CDSC, or the sale results in adverse taxconsequences to the shareholder. To avoid this risk, ashareholder should carefully monitor the purchases, salesand exchanges of Fund shares and avoid frequent tradingin Fund shares.

Limitations on Ability to Detect and Curtail ExcessiveTrading Practices. Shareholders seeking to engage in ex-cessive short-term trading activities may deploy a variety ofstrategies to avoid detection and, despite the efforts of theFunds and their agents to detect excessive or short dura-tion trading in Fund shares, there is no guarantee that theFunds will be able to identify these shareholders or curtailtheir trading practices. In particular, the Funds may not beable to detect excessive or short-term trading in Fundshares attributable to a particular investor who effects pur-chase and/or exchange activity in Fund shares throughomnibus accounts. Also, multiple tiers of these entities mayexist, each utilizing an omnibus account arrangement,which may further compound the difficulty of detectingexcessive or short duration trading activity in Fund shares.

HOW THE FUNDS VALUE THEIR SHARESEach Fund’s NAV is calculated at the close of regular trad-ing on the Exchange (ordinarily, 4:00 p.m., Eastern time),only on days when the Exchange is open for business. Tocalculate NAV, a Fund’s assets are valued and totaled, li-abilities are subtracted, and the balance, called net assets, isdivided by the number of shares outstanding. If a Fundinvests in securities that are primarily traded on foreignexchanges that trade on weekends or other days when theFund does not price its shares, the NAV of the Fund’sshares may change on days when shareholders will not beable to purchase or redeem their shares in the Fund.

The Funds value their securities at their current marketvalue determined on the basis of market quotations or, ifmarket quotations are not readily available or are unreliable,at “fair value” as determined in accordance with proceduresestablished by and under the general supervision of eachFund’s Board of Directors or Trustees. When a Fund usesfair value pricing, it may take into account any factors itdeems appropriate. A Fund may determine fair value basedupon developments related to a specific security, currentvaluations of foreign stock indices (as reflected in U.S. fu-tures markets) and/or U.S. sector or broader stock market

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indices. The prices of securities used by the Fund to calcu-late its NAV may differ from quoted or published prices forthe same securities. Fair value pricing involves subjectivejudgments and it is possible that the fair value determinedfor a security is materially different than the value thatcould be realized upon the sale of that security.

Funds expect to use fair value pricing for securities primar-ily traded on U.S. exchanges only under very limited cir-cumstances, such as the early closing of the exchange onwhich a security is traded or suspension of trading in thesecurity. Funds may use fair value pricing more frequentlyfor securities primarily traded in non-U.S. markets because,among other things, most foreign markets close well be-fore the Fund values its securities at 4:00 p.m., Easterntime. The earlier close of these foreign markets gives rise tothe possibility that significant events, including broad mar-ket moves, may have occurred in the interim. For example,the Funds believe that foreign security values may be af-fected by events that occur after the close of foreign secu-rities markets. To account for this, the Funds mayfrequently value many of their foreign equity securities us-ing fair value prices based on third party vendor modelingtools to the extent available.

Subject to the Board’s oversight, each Fund’s Board hasdelegated responsibility for valuing a Fund’s assets to theAdviser. The Adviser has established a Valuation Commit-tee, which operates under the policies and procedures ap-proved by the Board, to value the Fund’s assets on behalfof the Fund. The Valuation Committee values Fund assetsas described above.

Your order for purchase, sale or exchange of shares ispriced at the next-determined NAV after your order is re-ceived in proper form by the Fund.

MORE INFORMATION ABOUT THEFUNDS AND THEIR INVESTMENTS

This section of the Prospectus provided additional in-formation about the Funds’ investment practices and risks.Most of these investment practices are discretionary, whichmeans that the Adviser may or may not decide to usethem. This Prospectus does not describe all of a Fund’sinvestment practices and additional descriptions of eachFund’s strategies, investments, and risks can be found inthe Fund’s SAI.

Derivatives Each Fund may, but is not required to, usederivatives for risk management purposes or as part of itsinvestment strategies. Derivatives are financial contractswhose value depends on, or is derived from, the value ofan underlying asset, reference rate or index. A Fund mayuse derivatives to earn income and enhance returns, tohedge or adjust the risk profile of a portfolio, to replacemore traditional direct investments and to obtain exposureto otherwise inaccessible markets.

There are four principal types of derivatives, including op-tions, futures, forwards and swaps, which are describedbelow. Derivatives may be (i) standardized, exchange-traded contracts or (ii) customized, privately-negotiatedcontracts. Exchange-traded derivatives tend to be moreliquid and subject to less credit risk than those that are pri-vately negotiated.

A Fund’s use of derivatives may involve risks that are differ-ent from, or possibly greater than, the risks associated withinvesting directly in securities or other more traditional in-struments. These risks include the risk that the value of aderivative instrument may not correlate perfectly, or at all,with the value of the assets, reference rates, or indexes thatthey are designed to track. Other risks include: the possibleabsence of a liquid secondary market for a particularinstrument and possible exchange-imposed price fluctua-tion limits, either of which may make it difficult or impos-sible to close out a position when desired; the risk thatadverse price movements in an instrument can result in aloss substantially greater than the Fund’s initial investmentin that instrument (in some cases, the potential loss isunlimited); and the risk that the counterparty will not per-form its obligations.

The Funds may use the following types of derivatives.

• Forward Contracts. A forward contract is a customized,privately negotiated agreement for one party to buy, andthe other party to sell, a specific quantity of an under-lying commodity or other tangible asset for an agreedupon price at a future date. A forward contract is eithersettled by physical delivery of the commodity or tangibleasset to an agreed-upon location at a future date, rolledforward into a new forward contract or, in the case of anon-deliverable forward, by a cash payment at maturity.The Funds’ investments in forward contracts include thefollowing.

—Forward Currency Exchange Contracts. A Fund maypurchase or sell currency exchange contracts to mini-mize the risk from adverse changes in the relationshipbetween the U.S. Dollar and other currencies. A Fundmay enter into a forward contract as transaction hedge(to “lock in” the U.S. dollar price of a non-U.S. dollarsecurity), as position hedge (to protect the value ofsecurities the Fund owns that are denominated in a for-eign currency against substantial changes in the value ofthe foreign currency) or as cross-hedge (to protect thevalue of securities the Fund owns that are denominatedin a foreign currency against substantial changes in thevalue of that foreign currency by entering into a forwardcontract for a different foreign currency that is expectedto change in the same direction as the currency in whichthe securities are denominated).

• Futures Contracts and Options on Futures Contracts. Afutures contract is an agreement that obligates the buyerto buy and the seller to sell a specified quantity of anunderlying asset (or settle for cash the value of a contract

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based on an underlying asset, rate or index) at a specificprice on the contract maturity date. Options on futurescontracts are options that call for the delivery of futurescontracts upon exercise.

• Options. An option is an agreement that, for a premiumpayment or fee, gives the option holder (the buyer) theright but not the obligation to buy or sell the underlyingasset (or settle for cash an amount based on an under-lying asset, rate or index) at a specified price (the ex-ercise price) during a period of time or on a specifieddate. Investments in options are considered speculative.A Fund may lose the premium paid for them if the priceof the underlying security or other asset decreased orremained the same (in the case of a call option) or in-creased or remained the same (in the case of a putoption). If a put or call option purchased by a Fundwere permitted to expire without being sold or ex-ercised, its premium would represent a loss to the Fund.The Funds’ investments include the following:

—Options on Foreign Currencies. A Fund invests inoptions on foreign currencies that are privately nego-tiated or traded on U.S. or foreign exchanges for thepurpose of protecting against declines in the U.S. Dollarvalue of foreign currency denominated securities held bya Fund and against increases in the U.S. Dollar cost ofsecurities to be acquired. The purchase of an option on aforeign currency may constitute an effective hedgeagainst fluctuations in exchange rates, although if ratesmove adversely, a Fund may forfeit the entire amount ofthe premium plus related transaction costs.

—Options on Securities. A Fund may purchase or writea put or call option on securities. The Fund will onlyexercise an option it purchased if the price of the secu-rity was less (in the case of a put option) or more (in thecase of a call option) than the exercise price. If the Funddoes not exercise an option, the premium it paid for theoption will be lost. Normally, a Fund will write only“covered” options, which means writing an option forsecurities the Fund owns, but may write an uncoveredcall option for cross-hedging purposes.

—Options on Securities Indices. An option on a secu-rities index is similar to an option on a security exceptthat, rather than taking or making delivery of a securityat a specified price, an option on a securities index givesthe holder the right to receive, upon exercise of the op-tion, an amount of cash if the closing level of the chosenindex is greater than (in the case of a call) or less than(in the case of a put) the exercise price of the option.

• Swap Transactions. A swap is a customized, privatelynegotiated agreement that obligates two parties to ex-change a series of cash flows at specified intervals(payment dates) based upon or calculated by referenceto changes in specified prices or rates (interest rates inthe case of interest rate swaps, currency exchange ratesin the case of currency swaps) for a specified amount of

an underlying asset (the “notional” principal amount).The Funds’ investments in swap transactions include thefollowing:

—Credit Default Swap Agreements. The “buyer” in acredit default swap contract is obligated to pay the“seller” a periodic stream of payments over the term ofthe contract in return for a contingent payment uponthe occurrence of a credit event with respect to anunderlying reference obligation. Generally, a credit eventmeans bankruptcy, failure to pay, obligation accelerationor modified restructuring. A Fund may be either thebuyer or seller in the transaction. If a Fund is a seller,the Fund receives a fixed rate of income throughout theterm of the contract, which typically is between onemonth and ten years, provided that no credit event oc-curs. If a credit event occurs, a Fund typically must paythe contingent payment to the buyer, which is typicallythe “par value” (full notional value) of the referenceobligation. If a Fund is a buyer and no credit event oc-curs, the Fund will lose its periodic stream of paymentsover the term of the contract. However, if a credit eventoccurs, the buyer typically receives full notional value fora reference obligation that may have little or no value.The value of the reference obligation received by a Fundcoupled with the periodic payments previously receivedmay be less than the full notional value it pays to thebuyer, resulting in a loss of value to the Fund.

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

—Currency Swaps. Currency swaps involve the in-dividually negotiated exchange by a Fund with anotherparty of a series of payments in specified currencies. Acurrency swap may involve the delivery at the end of theexchange period of a substantial amount of one des-ignated currency in exchange for the other designatedcurrency. Therefore, the entire principal value of a cur-rency swap is subject to the risk that the swap counter-party will default on its contractual delivery obligations.If there is a default by the counterparty to the trans-action, the Fund will have contractual remedies underthe transaction agreements.

—Interest Rate Swaps, Caps, and Floors. Interest rateswaps involve the exchange by a Fund with anotherparty of their respective commitments to pay or receiveinterest (e.g., an exchange of floating rate payments forfixed rate payments). Interest rate swaps are entered intoon a net basis (i.e., the two payment streams are nettedout, with the Fund receiving or paying, as the case maybe, only the net amount of the two payments).

The purchase of an interest rate cap entitles the pur-chaser, to the extent that a specified index exceeds apredetermined interest rate, to receive payments ofinterest on a contractually-based principal amount from

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the party selling the interest rate cap. The purchase of aninterest rate floor entitles the purchaser, to the extentthat a specified index falls below a predetermined inter-est rate, to receive payments of interest on an agreedprincipal amount from the party selling the interest ratefloor. Caps and floors may be less liquid than swaps.

Interest rate swap, cap, and floor transactions may beused to preserve a return or spread on a particularinvestment or a portion of a Fund’s portfolio or protect-ing against an increase in the price of securities a Fundanticipates purchasing at a later date. A Fund may enterinto interest rate swaps, caps, and floors on either anasset-based or liability-based basis, depending uponwhether it is hedging its assets or liabilities. These trans-actions do not involve the delivery of securities or otherunderlying assets or principal.

Unless there is a counterparty default, the risk of loss toa Fund from interest rate transactions is limited to thenet amount of interest payments that the Fund is con-tractually obligated to make. If the counterparty to aninterest rate transaction defaults, the Fund’s risk of lossconsists of the net amount of interest payments that theFund contractually is entitled to receive.

• Other Derivative Investments

—Synthetic Foreign Equity Securities. The Funds mayinvest in a form of synthetic foreign equity securities,referred to as international warrants. International war-rants are financial instruments issued by banks or otherfinancial institutions, which may or may not be tradedon a foreign exchange. International warrants are a formof derivative security that may give holders the right tobuy or sell an underlying security or a basket of securitiesrepresenting an index from or to the issuer for a partic-ular price or may entitle holders to receive a cash pay-ment relating to the value of the underlying security orindex. International warrants are similar to options inthat they are exercisable by the holder for an underlyingsecurity or the value of that security, but are generallyexercisable over a longer term than typical options.These type of instruments may be American style ex-ercise, which means that they can be exercised at anytime on or before the expiration date of the internationalwarrant, or European style exercise, which means thatthey may be exercised only on the expiration date.International warrants have an exercise price, which isfixed when the warrants are issued.

The Funds will normally invest in covered warrants,which entitle the holder to purchase from the issuercommon stock of an international company or receive acash payment (generally in U.S. dollars). The cash pay-ment is calculated according to a predetermined for-mula. The Funds may invest in low exercise pricewarrants, which are warrants with an exercise price thatis very low relative to the market price of the underlyinginstrument at the time of issue (e.g., one cent or less).

The buyer of a low exercise price warrant effectively paysthe full value of the underlying common stock at theoutset. In the case of any exercise of warrants, there maybe a time delay between the time a holder of warrantsgives instructions to exercise and the time the price ofthe common stock relating to exercise or the settlementdate is determined, during which time the price of theunderlying security could change significantly. In addi-tion, the exercise or settlement date of the warrants maybe affected by certain market disruption events, such asdifficulties relating to the exchange of a local currencyinto U.S. dollars, the imposition of capital controls by alocal jurisdiction or changes in the laws relating to for-eign investments. These events could lead to a change inthe 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 certainperiod of time, the warrants may become worthless re-sulting in a total loss of the purchase price of the war-rants.

The Funds will acquire covered warrants issued by enti-ties deemed to be creditworthy by the Adviser, who willmonitor the credit-worthiness of the issuers on anon-going basis. Investments in these instruments involvethe risk that the issuer of the instrument may default onits obligation to deliver the underlying security or cashin lieu thereof. These instruments may also be subject toliquidity risk because there may be a limited secondarymarket for trading the warrants. They are also subject,like other investments in foreign securities, to foreignrisk and currency risk.

Convertible Securities Prior to conversion, convertiblesecurities have the same general characteristics asnon-convertible debt securities, which generally provide astable stream of income with generally higher yields thanthose of equity securities of the same or similar issuers. Theprice of a convertible security will normally vary withchanges in the price of the underlying equity security, al-though the higher yield tends to make the convertiblesecurity less volatile than the underlying equity security. Aswith debt securities, the market value of convertible secu-rities tends to decrease as interest rates rise and increase asinterest rates decline. While convertible securities generallyoffer lower interest or dividend yields than non-convertibledebt securities of similar quality, they offer investors thepotential to benefit from increases in the market prices ofthe underlying common stock. Convertible debt securitiesthat are rated Baa3 or lower by Moody’s or BBB- or lowerby S&P or Fitch and comparable unrated securities mayshare some or all of the risks of debt securities with thoseratings.

Depositary Receipts and Securities of SupranationalEntities Depositary receipts may not necessarily bedenominated in the same currency as the underlying secu-rities into which they may be converted. In addition, theissuers of the stock of unsponsored depositary receipts are

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not obligated to disclose material information in theUnited States and, therefore, there may not be a correla-tion between such information and the market value of thedepositary receipts. ADRs are depositary receipts typicallyissued by an U.S. bank or trust company that evidenceownership of underlying securities issued by a foreign cor-poration. GDRs and other types of depositary receipts aretypically issued by non-U.S. banks or trust companies andevidence ownership of underlying securities issued by ei-ther a U.S. or a non-U.S. company. Generally, depositaryreceipts in registered form are designed for use in the U.S.securities markets, and depositary receipts in bearer formare designed for use in securities markets outside of theUnited States. For purposes of determining the country ofissuance, investments in depositary receipts of either typeare deemed to be investments in the underlying securities.

A supranational entity is an entity designated or supportedby the national government of one or more countries topromote economic reconstruction or development. Exam-ples of supranational entities include the World Bank(International Bank for Reconstruction and Development)and the European Investment Bank. A European CurrencyUnit is a basket of specified amounts of the currencies ofthe member states of the European Economic Commun-ity. “Semi-governmental securities” are securities issued byentities owned by either a national, state or equivalentgovernment or are obligations of one of such governmentjurisdictions that are not backed by its full faith and creditand general taxing powers.

Forward Commitments Forward commitments for thepurchase or sale of securities may include purchases on awhen-issued basis or purchases or sales on a delayed deliv-ery basis. In some cases, a forward commitment may beconditioned upon the occurrence of a subsequent event,such as approval and consummation of a merger, corporatereorganization or debt restructuring or approval of a pro-posed financing by appropriate authorities (i.e., a “when, asand if issued” trade).

The AllianceBernstein Real Estate Investment Fund mayinvest significantly in TBA–mortgaged-backed securities. ATBA or “To Be Announced” trade represents a contractfor the purchase or sale of mortgage-backed securities tobe delivered at a future agreed-upon date; however, thespecific mortgage pool numbers or the number of poolsthat will be delivered to fulfill the trade obligation or termsof the contract are unknown at the time of the trade.Mortgage pools (including fixed rate or variable ratemortgages) guaranteed by GNMA, FNMA or FHLMC aresubsequently allocated to the TBA transactions.

When forward commitments with respect to fixed-incomesecurities are negotiated, the price, which is generally ex-pressed in yield terms, is fixed at the time the commitmentis made, but payment for and delivery of the securities takeplace at a later date. Securities purchased or sold under aforward commitment are subject to market fluctuation andno interest or dividends accrues to the purchaser prior to

the settlement date. The use of forward commitmentshelps a Fund to protect against anticipated changes ininterest rates and prices.

Illiquid Securities Under current SEC Guidelines, theFunds limit their investments in illiquid securities to 15%of their net assets. The term “illiquid securities” for thispurpose means securities that cannot be disposed of withinseven days in the ordinary course of business at approx-imately the amount a Fund has valued the securities. AFund that invests in illiquid securities may not be able tosell such securities and may not be able to realize their fullvalue upon sale. Restricted securities (securities subject tolegal or contractual restrictions on resale) may be illiquid.Some restricted securities (such as securities issued pur-suant to Rule 144A under the Securities Act of 1933 orcertain commercial paper) may be treated as liquid, al-though they may be less liquid than registered securitiestraded on established secondary markets.

Investment in Other Investment Companies Subject tothe restrictions and limitations of the 1940 Act, a Fundmay invest in other investment companies whose invest-ment objectives and policies are substantially similar tothose of the Fund. If a Fund acquires shares in investmentcompanies, shareholders would bear indirectly, the ex-penses of such investment companies (including manage-ment and advisory fees), which are in addition to theFund’s expenses. A Fund may also invest in exchangetraded funds, subject to the restrictions and limitations ofthe 1940 Act.

Loans of Portfolio Securities For the purposes of achiev-ing income, a Fund may make secured loans of portfoliosecurities to brokers, dealers and financial institutions, pro-vided a number of conditions are satisfied, including thatthe loan is fully collateralized. Securities lending involvesthe possible loss of rights in the collateral or delay in therecovery of collateral if the borrower fails to return thesecurities loaned or becomes insolvent. When a fund lendssecurities, its investment performance will continue to re-flect changes in the value of the securities loaned, and theFund will also receive a fee or interest on the collateral.The Fund may pay reasonable finders’, administrative, andcustodial fees in connection with a loan.

Mortgage-Backed Securities and Associated RisksInterest and principal payments (including prepayments)on the mortgages underlying mortgage-backed securitiesare passed through to the holders of the securities. As aresult of the pass-through of prepayments of principal onthe underlying securities, mortgage-backed securities areoften subject to more rapid prepayment of principal thantheir stated maturity would indicate. Prepayments occurwhen the mortgagor on a mortgage prepays the remainingprincipal before the mortgage’s scheduled maturity date.Because the prepayment characteristics of the underlyingmortgages vary, it is impossible to predict accurately therealized yield or average life of a particular issue of pass-through certificates. Prepayments are important because of

38

their effect on the yield and price of the mortgage-backedsecurities. During periods of declining interest rates, pre-payments can be expected to accelerate and a Fund thatinvests in these securities would be required to reinvest theproceeds at the lower interest rates then available. Con-versely, during periods of rising interest rates, a reductionin prepayments may increase the effective maturity of thesecurities, subjecting them to a greater risk of decline inmarket value in response to rising interest rates. In addi-tion, prepayments of mortgages underlying securities pur-chased at a premium could result in capital losses.

Mortgage-Backed Securities include mortgage pass-through certificates and multiple-class pass-through secu-rities, such as REMIC pass-through certificates, CMOs andstripped mortgage-backed securities (“SMBS”), and othertypes of Mortgage-Backed Securities that may be availablein the future.

Guaranteed Mortgage Pass-Through Securities. Alliance-Bernstein Real Estate Investment Fund may invest inguaranteed mortgage pass-through securities, which repre-sent participation interests in pools of residential mortgageloans and are issued by U.S. governmental or private lend-ers and guaranteed by the U.S. Government or one of itsagencies or instrumentalities, including but not limited tothe Government National Mortgage Association (“GinnieMae”), the Federal National Mortgage Association(“Fannie Mae”) and the Federal Home Loan MortgageCorporation (“Freddie Mac”). Ginnie Mae certificates areguaranteed by the full faith and credit of the United StatesGovernment for timely payment of principal and intereston the certificates. Fannie Mae certificates are guaranteedby Fannie Mae, a federally chartered and privately-ownedcorporation, for full and timely payment of principal andinterest on the certificates. Freddie Mac certificates areguaranteed by Freddie Mac, a corporate instrumentality ofthe U.S. Government, for timely payment of interest andthe ultimate collection of all principal of the related mort-gage loans.

Multiple-Class Pass-Through Securities and CollateralizedMortgage Obligations. Mortgage-Backed Securities also in-clude CMOs and REMIC pass-through or participationcertificates that may be issued by, among others, U.S.Government agencies and instrumentalities as well as pri-vate lenders. CMOs and REMICs are issued in multipleclasses and the principal of and interest on the mortgageassets may be allocated among the several classes of CMOsor REMICs in various ways. Each class of CMOs or RE-MICs, often referred to as a “tranche,” is issued at aspecific adjustable or fixed interest rate and must be fullyretired no later than its final distribution date. Generally,interest is paid or accrues on all classes of CMOs or RE-MICs on a monthly basis. AllianceBernstein Real EstateInvestment Fund will not invest in the lowest tranche ofCMOs and REMICs.

Typically, CMOs are collateralized by Ginnie Mae or Fred-die Mac certificates but also may be collateralized by other

mortgage assets such as whole loans or private mortgagepass-through securities. Debt service on CMOs is providedfrom payments of principal and interest on collateral ofmortgage assets and any reinvestment income.

A REMIC is a CMO that qualifies for special tax treatmentunder the Code and invests in certain mortgages primarilysecured by interests in real property and other permittedinvestments. Investors may purchase “regular” and“residual” interest shares of beneficial interest in REMICtrusts, although AllianceBernstein Real Estate Invest-ment Fund does not intend to invest in residual interests.

Additional Risk Considerations for Real EstateInvestments Although AllianceBernstein Real EstateInvestment Fund does not invest directly in real estate, itinvests primarily in Real Estate Equity Securities and has apolicy of concentration of its investments in the real estateindustry. Therefore, an investment in the Fund is subjectto certain risks associated with the direct ownership of realestate and with the real estate industry in general. Theserisks include, among others: possible declines in the valueof real estate; risks related to general and local economicconditions; possible lack of availability of mortgage funds;overbuilding; extended vacancies of properties; increases incompetition, property taxes and operating expenses;changes in zoning laws; costs resulting from the clean-upof, and liability to third parties for damages resulting from,environmental problems; casualty or condemnation losses;uninsured damages from floods, earthquakes or othernatural disasters; limitations on and variations in rents; andchanges in interest rates. To the extent that assets under-lying the Fund’s investments are concentrated geo-graphically, by property type or in certain other respects,the Fund may be subject to certain of the foregoing risksto a greater extent.

REITs. Investing in REITs involves certain unique risks inaddition to those risks associated with investing in the realestate industry in general. Equity REITs may be affectedby changes in the value of the underlying property ownedby the REITs, while mortgage REITs may be affected bythe quality of any credit extended. REITs are dependentupon management skills, are not diversified, and are sub-ject to heavy cash flow dependency, default by borrowersand self-liquidation.

Investing in REITs involves risks similar to those associatedwith investing in small capitalization companies. REITsmay have limited financial resources, may trade less fre-quently and in a limited volume and may be subject tomore abrupt or erratic price movements than larger com-pany securities. Historically, small capitalization stocks,such as REITs, have had more price volatility than largercapitalization stocks.

Additional Risk Considerations for Investments in theUtility Industry The Fund’s principal risks include thosethat arise from its investing primarily in electric utilitycompanies. Factors affecting that industry sector can have a

39

significant effect on the Fund’s net asset value. The U.S.utilities industry has experienced significant changes in re-cent years. Regulated electric utility companies in generalhave been favorably affected by the full or near completionof major construction programs and lower financing costs.In addition, many regulated electric utility companies havegenerated cash flows in excess of current operating ex-penses and construction expenditures, permitting somedegree of diversification into unregulated businesses.Regulatory changes, however, could increase costs or im-pair the ability of nuclear and conventionally fueled gen-erating facilities to operate their facilities and reduce theirability to make dividend payments on their securities. Ratesof return of utility companies generally are subject to re-view and limitation by state public utilities commissionsand tend to fluctuate with marginal financing costs. Ratechanges ordinarily lag behind changes in financing costsand can favorably or unfavorably affect the earnings ordividend pay-outs of utilities stocks depending uponwhether the rates and costs are declining or rising.

Utility companies historically have been subject to the risksof increases in fuel and other operating costs, high interestcosts, costs associated with compliance with environmentaland nuclear safety regulations, service interruptions, eco-nomic slowdowns, surplus capacity, competition, and regu-latory changes. There also can be no assurance thatregulatory policies or accounting standards changes willnot negatively affect utility companies’ earnings or divi-dends. Utility companies are subject to regulation by vari-ous authorities and may be affected by the imposition ofspecial tariffs and changes in tax laws. To the extent thatrates are established or reviewed by governmental author-ities, utility companies are subject to the risk that such au-thorities will not authorize increased rates. Because of theFund’s policy of concentrating its investments in utilitycompanies, the Fund is more susceptible than most othermutual funds to economic, political or regulatory occur-rences affecting the utilities industry.

Non-U.S. utility companies, like those in the U.S., aregenerally subject to regulation, although the regulationmay or may not be comparable to domestic regulations.Non-U.S. utility companies in certain countries may bemore heavily regulated by their respective governmentsthan utility companies located in the U.S. As in the U.S.,non-U.S. utility companies generally are required to seekgovernment approval for rate increases. In addition, manynon-U.S. utility companies use fuels that cause morepollution than those used in the U.S. and may yet be re-quired to invest in pollution control equipment. Non-U.S.utility regulatory systems vary from country to country andmay evolve in ways different from regulation in the U.S.The percentage of the Fund’s assets invested in issuers ofparticular countries will vary.

Repurchase Agreements Each Fund may enter into re-purchase agreements in which a Fund purchases a securityfrom a bank or broker-dealer, which agrees to repurchase

the security from the Fund at an agreed-upon future date,normally a day or a few days later. The resale price isgreater than the purchase price, reflecting an agreed-uponinterest rate for the period the buyer’s money is invested inthe security. Such agreements permit a Fund to keep all ofits assets at work while retaining “overnight” flexibility inpursuit of investments of a longer-term nature. If the bankor broker-dealer defaults on its repurchase obligation, aFund would suffer a loss to the extent that the proceedsfrom the sale of the security were less than the repurchaseprice.

Rights and Warrants Rights and warrants are optionsecurities permitting their holders to subscribe for othersecurities. Rights are similar to warrants except that theyhave a substantially shorter duration. Rights and warrantsdo not carry with them dividend or voting rights with re-spect to the underlying securities, or any rights in the as-sets of the issuer. As a result, an investment in rights andwarrants may be considered more speculative than certainother types of investments. In addition, the value of a rightor a warrant does not necessarily change with the value ofthe underlying securities, and a right or a warrant ceases tohave value if it is not exercised prior to its expiration date.

Short Sales The Funds may make short sales a part ofoverall portfolio management or to offset a potential de-cline in the value of a security. A short sale involves the saleof a security that a Fund does not own, or if the Fundowns the security, is not to be delivered upon con-summation of the sale. When the Fund makes a short saleof a security that it does not own, it must borrow from abroker-dealer the security sold short and deliver the secu-rity to the broker-dealer upon conclusion of the short sale.

If the price of the security sold short increases between thetime of the short sale and the time a Fund replaces theborrowed security, the Fund will incur a loss; conversely, ifthe price declines, the Fund will realize a short-term capitalgain. Although a Fund’s gain is limited to the price atwhich it sold the security short, its potential loss is theoret-ically unlimited.

Standby Commitment Agreements Standby commit-ment agreements are similar to put options that commit aFund, for a stated period of time, to purchase a statedamount of a security that may be issued and sold to theFund at the option of the issuer. The price and coupon ofthe security are fixed at the time of the commitment. Atthe time of entering into the agreement, the Fund is paid acommitment fee, regardless of whether the security ulti-mately is issued. The Funds will enter into such agree-ments only for the purpose of investing in the securityunderlying the commitment at a yield and price consideredadvantageous to the Fund and unavailable on a firm com-mitment basis.

There is no guarantee that a security subject to a standbycommitment will be issued. In addition, the value of thesecurity, if issued, on the delivery date may be more or lessthan its purchase price. Since the issuance of the security is

40

at the option of the issuer, a Fund will bear the risk of capi-tal loss in the event the value of the security declines andmay not benefit from an appreciation in the value of thesecurity during the commitment period if the issuer de-cides not to issue and sell the security to the Fund.

Foreign (Non-U.S.) Securities Investing in foreign secu-rities involves special risks and considerations not typicallyassociated with investing in U.S. securities. The securitiesmarkets of many foreign countries are relatively small, withthe majority of market capitalization and trading volumeconcentrated in a limited number of companies represent-ing a small number of industries. A Fund that invests inforeign securities may experience greater price volatilityand significantly lower liquidity than a portfolio investedsolely in securities of U.S. companies. These markets maybe subject to greater influence by adverse events generallyaffecting the market, and by large investors trading sig-nificant blocks of securities, than is usual in the UnitedStates.

Securities registration, custody, and settlements may insome instances be subject to delays and legal and admin-istrative uncertainties. Foreign investment in the securitiesmarkets of certain foreign countries is restricted or con-trolled to varying degrees. These restrictions or controlsmay at times limit or preclude investment in certain secu-rities and may increase the cost and expenses of a Fund. Inaddition, the repatriation of investment income, capital orthe proceeds of sales of securities from certain of the coun-tries is controlled under regulations, including in somecases the need for certain advance government notificationor authority, and if a deterioration occurs in a country’sbalance of payments, the country could impose temporaryrestrictions on foreign capital remittances.

A Fund also could be adversely affected by delays in, or arefusal to grant, any required governmental approval forrepatriation, as well as by the application to it of other re-strictions on investment. Investing in local markets mayrequire a Fund to adopt special procedures or seek localgovernmental approvals or other actions, any of which mayinvolve additional costs to a Fund. These factors may affectthe liquidity of a Fund’s investments in any country andthe Adviser will monitor the effect of any such factor orfactors on a Fund’s investments. Transaction costs includ-ing brokerage commissions for transactions both on andoff the securities exchanges in many foreign countries aregenerally higher than in the U.S.

Issuers of securities in foreign jurisdictions are generallynot subject to the same degree of regulation as are U.S.issuers with respect to such matters as insider trading rules,restrictions on market manipulation, shareholder proxyrequirements, and timely disclosure of information. Thereporting, accounting, and auditing standards of foreigncountries may differ, in some cases significantly, from U.S.standards in important respects, and less information maybe available to investors in foreign securities than toinvestors in U.S. securities. Substantially less information is

publicly available about certain non-U.S. issuers than isavailable about most U.S. issuers.

The economies of individual foreign countries may differfavorably or unfavorably from the U.S. economy in suchrespects as growth of gross domestic product or gross na-tional product, rate of inflation, capital reinvestment, re-source self-sufficiency, and balance of payments position.Nationalization, expropriation or confiscatory taxation,currency blockage, political changes, government regu-lation, political or social instability, revolutions, wars ordiplomatic developments could affect adversely theeconomy of a foreign country. In the event of nationaliza-tion, expropriation, or other confiscation, a Fund couldlose its entire investment in securities in the country in-volved. In addition, laws in foreign countries governingbusiness organizations, bankruptcy and insolvency mayprovide less protection to security holders such as the Fundthan that provided by U.S. laws.

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

ArgentinaBrazilChileChinaColombiaCzech RepublicEgyptHungaryIndia

IndonesiaIsraelJordanKoreaMalaysiaMexicoMoroccoPakistanPeru

PhilippinesPolandRussiaSouth AfricaTaiwanThailandTurkeyVenezuela

Investing in emerging market securities imposes risks differ-ent from, or greater than, risks of investing in domesticsecurities or in foreign, developed countries. These risksinclude: smaller market capitalization of securities markets,which may suffer periods of relative illiquidity; significantprice volatility; restrictions on foreign investment; possiblerepatriation of investment income and capital. In addition,foreign investors may be required to register the proceedsof sales; future economic or political crises could lead toprice controls, forced mergers, expropriation or con-fiscatory taxation, seizure, nationalization, or creation ofgovernment monopolies. The currencies of emerging mar-ket countries may experience significant declines againstthe U.S. dollar, and devaluation may occur subsequent toinvestments in these currencies by a Fund. Inflation andrapid fluctuations in inflation rates have had, and may con-tinue to have, negative effects on the economies and secu-rities markets of certain emerging market countries.

Additional risks of emerging markets securities may in-clude: greater social, economic and political uncertainty

41

and instability; more substantial governmental involvementin the economy; less governmental supervision and regu-lation; unavailability of currency hedging techniques;companies that are newly organized and small; differencesin auditing and financial reporting standards, which mayresult in unavailability of material information about is-suers; and less developed legal systems. In addition, emerg-ing securities markets may have different clearance andsettlement procedures, which may be unable to keep pacewith the volume of securities transactions or otherwisemake it difficult to engage in such transactions. Settlementproblems may cause a Fund to miss attractive investmentopportunities, hold a portion of its assets in cash pendinginvestment, or be delayed in disposing of a portfolio secu-rity. Such a delay could result in possible liability to a pur-chaser of the security.

Foreign (Non-U.S.) Currencies A Fund that investssome portion of its assets in securities denominated in, andreceives revenues in, foreign currencies will be adverselyaffected by reductions in the value of those currencies rela-tive to the U.S. Dollar. Foreign currency exchange ratesmay fluctuate significantly. They are determined by supplyand demand in the foreign exchange markets, the relativemerits of investments in different countries, actual or per-ceived changes in interest rates, and other complex factors.Currency exchange rates also can be affected unpredictablyby intervention (or the failure to intervene) by U.S. or for-eign governments or central banks or by currency controlsor political developments. In light of these risks, a Fundmay engage in certain currency hedging transactions, asdescribed above, which involve certain special risks.

Investment in Below Investment Grade Fixed-IncomeSecurities Investments in securities rated below investmentgrade may be subject to greater risk of loss of principal andinterest than higher-rated securities. These securities arealso generally considered to be subject to greater marketrisk than higher-rated securities. The capacity of issuers ofthese securities to pay interest and repay principal is morelikely to weaken than is that of issuers of higher-rated secu-rities in times of deteriorating economic conditions or ris-ing interest rates. In addition, below investment gradesecurities may be more susceptible to real or perceivedadverse economic conditions than investment gradesecurities.

The market for these securities may be thinner and less ac-tive than that for higher-rated securities, which can ad-versely affect the prices at which these securities can besold. To the extent that there is no established secondarymarket for these securities, a Fund may experience diffi-culty in valuing such securities and, in turn, the Fund’sassets.

Future Developments A Fund may, following writtennotice to its shareholders, take advantage of other invest-ment practices that are not currently contemplated for useby the Fund, or are not available but may yet be devel-oped, to the extent such investment practices are

consistent with the Fund’s investment objective and legallypermissible for the Fund. Such investment practices, if theyarise, may involve risks that exceed those involved in theactivities described above.

Changes in Investment Objectives and Policies AFund’s Board of Directors or Trustees may change aFund’s investment objective without shareholder approval.The Fund will provide shareholders with 60 days’ priorwritten notice of any change to the Fund’s investment ob-jective. Unless otherwise noted, all other investment poli-cies of a Fund may be changed without shareholderapproval.

General The successful use of the investment practicesdescribed above draws upon the Adviser’s special skills andexperience and usually depends on the Adviser’s ability toforecast price movements, interest rates, or currency ex-change rate movements correctly. Should interest rates,prices or exchange rates move unexpectedly, a Fund maynot achieve the anticipated benefits of the transactions ormay realize losses and thus be in a worse position than ifsuch strategies had not been used. Unlike many exchange-traded futures contracts and options on futures contracts,there are no daily price fluctuation limits for certain op-tions on currencies and forward contracts, and adversemarket movements could therefore continue to an un-limited extent over a period of time. In addition, the corre-lation between movements in the prices of suchinstruments and movements in the prices of the securitiesand currencies hedged or used for cover will not be perfectand could produce unanticipated losses.

Portfolio Turnover The portfolio turnover rate for eachFund is included in the Financial Highlights section. TheFunds are actively managed and, in some cases in responseto market conditions, a Fund’s portfolio turnover may ex-ceed 100%. A higher rate of portfolio turnover increasesbrokerage and other expenses, which must be borne by theFund and its shareholders. High portfolio turnover alsomay result in the realization of substantial net short-termcapital gains, which, when distributed, are taxable toshareholders.

Temporary Defensive Position For temporary defensivepurposes in an attempt to respond to adverse market, eco-nomic, political or other conditions, each Fund may re-duce its position in equity securities and invest in, withoutlimit, certain types of short-term, liquid, high grade orhigh-quality (depending on the Fund) debt securities.While the Funds are investing for temporary defensivepurposes, they may not meet their investment objectives.

Portfolio Holdings The Adviser publishes a completeschedule of the portfolio holdings for the AllianceBernsteinValue Funds monthly on www.AllianceBernstein.com(click on the Pricing & Performance quick link to selectthe Fund). The Adviser posts the schedule on the websiteas of the last day of each calendar month, approximately 30days after the end of that month. This posted information

42

generally remains accessible on the website for threemonths. In addition, the Adviser may post informationabout the number of securities a Fund holds, a summary ofthe Fund’s top ten holdings (including name and the per-centage of the Fund’s assets invested in each holding), anda percentage breakdown of the fund’s investments bycountry, sector and industry, as applicable. Each Fund’sSAI includes a description of the policies and proceduresthat apply to disclosure of the Fund’s portfolio holdings.

MANAGEMENT OF THE FUNDS

INVESTMENT ADVISEREach Fund’s Adviser is AllianceBernstein L.P., 1345 Ave-nue of the Americas, New York, NY 10105. The Adviser isa leading international investment adviser supervising clientaccounts with assets as of December 31, 2005 totalingapproximately $579 billion (of which approximately $75billion represented assets of investment companies). As ofDecember 31, 2005, the Adviser managed retirement as-sets for many of the largest public and private employeebenefit plans (including 37 of the nation’s FORTUNE100 companies), for public employee retirement funds in37 states, for investment companies, and for foundations,endowments, banks and insurance companies worldwide.The 43 registered investment companies managed by theAdviser, comprising 120 separate investment portfolios,currently have approximately 4.1 million shareholder ac-counts.

The Adviser provides investment advisory services and or-der placement facilities for the Funds. For these advisoryservices, each of the Funds paid the Adviser during its mostrecent fiscal year, a percentage of average daily net assets asfollows:

Fund

Fee as apercentage ofaverage dailynet assets*

FiscalYear

Ended

AllianceBernstein Value Fund .55% 11/30/05AllianceBernstein Small/Mid Cap Value

Fund .48% 11/30/05AllianceBernstein Growth and Income Fund .48% 10/31/05AllianceBernstein Focused Growth &

Income Fund .55% 11/30/05AllianceBernstein Balanced Shares .43% 11/30/05AllianceBernstein Utility Income Fund .55% 11/30/05AllianceBernstein Real Estate Investment

Fund .55% 11/30/05AllianceBernstein International Value Fund .59% 11/30/05AllianceBernstein Global Value Fund .75% 11/30/05

* Fee stated net of any waivers and/or reimbursements. See “Fees andExpenses of the Funds” at the beginning of the Prospectus for more in-formation about fee waivers.

A discussion regarding the basis for the Board of Direc-tors’/Trustees’ approval of each Fund’s investment advi-sory agreement is available in the Fund’s annual report toshareholders for the fiscal year ended shown in the tableabove.

The Adviser may act as an investment adviser to other per-sons, firms or corporations, including investment compa-nies, hedge funds, pension funds and other institutionalinvestors. The Adviser may receive management fees,including performance fees, that may be higher or lowerthan the advisory fees it receives from the Funds. Certainother clients of the Adviser may have investment objectivesand policies similar to those of a Fund. The Adviser may,from time to time, make recommendations which result inthe purchase or sale of a particular security by its other cli-ents simultaneously with a Fund. If transactions on behalf ofmore than one client during the same period increase thedemand for securities being purchased or the supply ofsecurities being sold, there may be an adverse effect on priceor quantity. It is the policy of the Adviser to allocate advi-sory recommendations and the placing of orders in a man-ner that is deemed equitable by the Adviser to the accountsinvolved, including the Funds. When two or more of theclients of the Adviser (including a Fund) are purchasing orselling the same security on a given day from the samebroker-dealer, such transactions may be averaged as to price.

PORTFOLIO MANAGERSThe management of and investment decisions for theAllianceBernstein Growth and Income Fund andAllianceBernstein Focused Growth & Income Fund aremade by the Adviser’s Relative Value Investment Team.The Relative Value Investment Team relies heavily on thefundamental analysis and research of the Adviser’s largeinternal research staff. While the members of the teamwork jointly to determine the investment strategy, includ-ing security selection, for the Funds, Mr. Frank Caruso,CIO of the Adviser’s Relative Value Investment Team, isprimarily responsible for the day-to-day management ofAllianceBernstein Growth and Income Fund (since2004) and AllianceBernstein Focused Growth & In-come Fund (since inception). Mr. Caruso is a Senior VicePresident of the Adviser, with which he has been associatedin a substantially similar capacity to his current positionsince prior to 2001.

The day-to-day management of and investment decisionsfor AllianceBernstein Utility Income Fund are made byMs. Annie Tsao, Senior Vice President and Research Ana-lyst. Ms. Tsao has been responsible for the Fund’s invest-ments since 2003, and has been associated with theAdviser in a substantially similar capacity to her currentposition since prior to 2001. Ms. Tsao is a member of theAdviser’s Utility Research Team. In addition, Ms. Tsao re-lies heavily on the fundamental analysis and research of theAdviser’s large internal research staff.

The management of and investment decisions for Alliance-Bernstein Balanced Shares are made by the BalancedShares Investment Team, comprised of senior members ofthe Relative Value Investment Team and senior members ofthe Global Credit Research Team. The Relative ValueInvestment Team relies heavily on the fundamental analysisand research of the Adviser’s large internal research staff

43

while the Global Credit Research Team relies on its owninternal research staff. While the members of the BalancedShares Investment Team work jointly to determine the in-vestment strategy, as of March 1, 2005, Mr. Stephen Pelen-sky of the Relative Value Investment Team is responsible forthe day-to-day management of the equity component of theFund’s portfolio and Mr. John Kelley of the Global CreditResearch Team is responsible for day-to-day management ofthe debt component of the Fund’s portfolio (since 2002).Mr. Pelensky is a Senior Vice President of the Adviser withwhich he has been associated in a substantially similar ca-pacity to his current position since prior to 2001. Mr. Kelleyis a Senior Vice President of the Adviser with which he hasbeen associated since prior to 2001.

The management of and investment decisions for each ofthe other Funds’ portfolios are made by certain InvestmentPolicy Groups. Each Investment Policy Group relies heav-ily on the fundamental analysis and research of the Ad-viser’s large internal research staff. No one person isprincipally responsible for making recommendations foreach Fund’s portfolio.

The following table lists the Investment Policy Groups, thepersons within each Investment Policy Group with themost significant responsibility for the day-to-day manage-ment of the Fund’s portfolio, the length of time that eachperson has been jointly and primarily responsible for theFund, and each person’s principal occupation during thepast five years:

Fund andResponsible

Group Employee; Year; Title

Principal OccupationDuring the PastFive (5) Years

AllianceBernsteinValue Fund

U.S. ValueInvestmentPolicy Group

Marilyn G. Fedak; sinceinception—ExecutiveVice President of theAdviser and Head ofSanford C. Bernstein &Co., Inc. (“SCB”) ValueEquities Business andCo-Chief InvestmentOfficer-U.S. ValueEquities

Executive Vice Presidentof the Adviser since priorto 2001. She is Head ofSCB’s Value EquitiesBusiness and Co-ChiefInvestment Officer ofU.S. Value Equities.

John Mahedy; since2005—Senior VicePresident of the Adviserand Co-Chief InvestmentOfficer of US ValueEquities

Senior Vice President ofthe Adviser since prior to2001, Co-ChiefInvestment Officer of USValue Equities since2003 and Director ofResearch-US ValueEquities since 2001.

Christopher Marx; since2005—Senior VicePresident of the Adviser

Senior Vice President ofthe Adviser with whichhe has been associatedsince prior to 2001.

Fund andResponsible



John D. Philips; since2005—Senior VicePresident of the Adviser


AllianceBernsteinSmall/Mid CapValue Fund

Small/Mid CapValue InvestmentPolicy Group

Joseph G. Paul; since2002—Senior VicePresident of the Adviserand Chief InvestmentOfficer of Small and Mid-Capitalization ValueEquities and Co-ChiefInvestment Officer ofReal Estate Investments

Senior Vice President ofthe Adviser since prior to2001, Chief InvestmentOfficer—Small and Mid-Capitalization ValueEquities since 2002 andCo-Chief InvestmentOfficer of Real EstateInvestments since July2004. He is also ChiefInvestment Officer ofAdvanced Value at theAdviser since prior to2001 and held the sameposition at SCB sinceprior to 2001.

James W. MacGregor;since 2005—Senior VicePresident of the Adviserand Director ofResearch—Small andMid Cap Value Equities

Senior Vice President ofthe Adviser since prior to2001. He is alsocurrently Director ofResearch-Small and MidCap Value Equities.

Andrew J. Weiner; since2005—Senior VicePresident of the Adviser

Senior Vice President ofthe Adviser since prior to2001.

AllianceBernsteinInternationalValue Fund

InternationalValue InvestmentPolicy Group

Sharon E. Fay; since2005—Executive VicePresident of the Adviserand Chief InvestmentOfficer of Global ValueEquities

Executive Vice Presidentand Chief InvestmentOfficer of Global ValueEquities since June 2003and of UK and EuropeanValue Equities at theAdviser since prior to2001. She chairs theGlobal, European andU.K. Value InvestmentPolicy Groups since priorto 2001.

Kevin F. Simms; sinceinception—Senior VicePresident of the Adviser,Co-Chief InvestmentOfficer of InternationalValue Equities andDirector of Research forInternational Value andGlobal Value Equities

Senior Vice President ofthe Adviser since prior to2001 and Co-ChiefInvestment Officer ofInternational ValueEquities at the Advisersince 2003. He is alsoDirector of Research forInternational Value andGlobal Value Equities atthe Adviser since prior to2001.

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Fund andResponsible



Henry S. D’Auria; since2003—Senior VicePresident of the Adviser,Chief Investment Officerof Emerging MarketsValue Equities and Co-Chief Investment Officerof International ValueEquities

Senior Vice President ofthe Adviser since prior to2001, Chief InvestmentOfficer of EmergingMarkets Value Equitiessince 2002 and Co-Chief Investment Officerof International ValueEquities of the Advisersince June 2003.

Giulio A. Martini; since2005—Senior VicePresident of the Adviser


AllianceBernsteinGlobal ValueFund

Sharon Fay; since2003—(see above)

(see above)

Global ValueInvestmentPolicy Group

Kevin F. Simms; sinceinception—(see above)

(see above)

Henry S. D’Auria; since2005—(see above)

(see above)

Giulio A. Martini; since2005—(see above)

(see above)

AllianceBernsteinReal EstateInvestment Fund

Joseph G. Paul; since2004—(see above)

(see above)

REIT InvestmentPolicy Group

Teresa Marziano; since2004—Senior VicePresident of the Adviserand Co-Chief InvestmentOfficer of Real EstateInvestments

Senior Vice President ofthe Adviser since prior to2001 and Co-ChiefInvestment Officer ofReal Estate Investmentssince July 2004.

Additional Information about the Portfolio Managers maybe found in each Fund’s SAI.

LEGAL PROCEEDINGSAs has been previously reported in the press, the Staff ofthe Commission and the Office of the New York AttorneyGeneral (“NYAG”) have been investigating practices in themutual fund industry identified as “market timing” and“late trading” of mutual fund shares. Certain other regu-latory authorities have also been conducting investigationsinto these practices within the industry and have requestedthat the Adviser provide information to them. The Adviserhas been cooperating and will continue to cooperate withall of these authorities.

On December 18, 2003, the Adviser confirmed that it hadreached terms with the Commission and the NYAG for theresolution of regulatory claims relating to the practice of“market timing” mutual fund shares in some of theAllianceBernstein Mutual Funds. The agreement with theCommission is reflected in an Order of the Commission(“Commission Order”). The agreement with the NYAG ismemorialized in an Assurance of Discontinuance dated

September 1, 2004 (“NYAG Order”). Among the keyprovisions of these agreements are the following:

(i) The Adviser agreed to establish a $250 million fund(the “Reimbursement Fund”) to compensate mutualfund shareholders for the adverse effects of markettiming attributable to market timing relationships de-scribed in the Commission Order. According to theCommission Order, the Reimbursement Fund is to bepaid, in order of priority, to fund investors based on(a) their aliquot share of losses suffered by the funddue to market timing, and (b) a proportionate shareof advisory fees paid by such fund during the periodof such market timing;

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

(iii) The Adviser agreed to implement changes to itsgovernance and compliance procedures. Additionally,the Commission Order and the NYAG Order con-template that the Adviser’s registered investmentcompany clients, including the Funds, will introducegovernance and compliance changes.

In anticipation of final, definitive documentation of theNYAG Order and effective January 1, 2004, the Adviserbegan waiving a portion of the advisory fee it receives formanaging the Funds. On September 7, 2004, each Fund’sadvisory agreement was amended to reflect the reducedadvisory fee.

A special committee of the Adviser’s Board of Directors,comprised of the members of the Adviser’s Audit Commit-tee and the other independent member of the Adviser’sBoard, is continuing to direct and oversee an internalinvestigation and a comprehensive review of the facts andcircumstances relevant to the Commission’s and theNYAG’s investigations. In addition, the IndependentDirectors of the Funds (the “Independent Directors”)have initiated an investigation of the above-mentionedmatters with the advice of an independent economic con-sultant and independent counsel. The Independent Direc-tors have formed a special committee to supervise theinvestigation.

On October 2, 2003, a putative class action complaint enti-tled Hindo et al. v. AllianceBernstein Growth & IncomeFund et al. (the “Hindo Complaint”) was filed against theAdviser; AllianceBernstein Holding L.P.; AllianceBernsteinCorporation; AXA Financial, Inc.; the AllianceBernsteinMutual Funds, certain officers of the Adviser (“Alliancedefendants”); and certain other defendants not affiliatedwith the Adviser, as well as unnamed Doe defendants. TheHindo Complaint was filed in the United States DistrictCourt for the Southern District of New York by allegedshareholders of two of the AllianceBernstein MutualFunds. The Hindo Complaint alleges that certain of theAlliance defendants failed to disclose that they improperly

45

allowed certain hedge funds and other unidentified partiesto engage in “late trading” and “market timing” of Alli-anceBernstein Mutual Fund securities, violating Sections11 and 15 of the Securities Act, Sections 10(b) and 20(a)of the Exchange Act, and Sections 206 and 215 of theAdvisers Act. Plaintiffs seek an unspecified amount ofcompensatory damages and rescission of their contractswith the Adviser, including recovery of all fees paid to theAdviser pursuant to such contracts.

Since October 2, 2003, numerous additional lawsuits mak-ing factual allegations similar to those in the Hindo Com-plaint were filed in various federal and state courts againstthe Adviser and certain other defendants, and others maybe filed. All state court actions against the Adviser eitherwere voluntarily dismissed or removed to federal court. OnFebruary 20, 2004, the Judicial Panel on MultidistrictLitigation transferred all federal actions to the UnitedStates District Court for the District of Maryland (the“Mutual Fund MDL”). All of the actions removed tofederal court were also transferred to the Mutual FundMDL. The plaintiffs in the removed actions have sincemoved for remand, and that motion is pending.

On September 29, 2004, plaintiffs filed consolidatedamended complaints with respect to four claim types:mutual fund shareholder claims; mutual fund derivativeclaims; derivative claims brought on behalf of AllianceHolding; and claims brought under ERISA by participantsin the Profit Sharing Plan for Employees of the Adviser. Allfour complaints include substantially identical factualallegations, which appear to be based in large part on theCommission Order and the NYAG Order. The claims inthe mutual fund derivative consolidated amended com-plaint are generally based on the theory that all fund advi-sory agreements, distribution agreements and 12b-1 plansbetween the Adviser and the AllianceBernstein Fundsshould be invalidated, regardless of whether market timingoccurred in each individual fund, because each was ap-proved by fund trustees on the basis of materially mislead-ing information with respect to the level of market timingpermitted in funds managed by the Adviser. The claimsasserted in the other three consolidated amended com-plaints are similar to those that the respective plaintiffs as-serted in their previous federal lawsuits. All of theselawsuits seek an unspecified amount of damages. The Alli-ance defendants have moved to dismiss the complaints,and those motions are pending.

On February 10, 2004, the Adviser received (i) a subpoenaduces tecum from the Office of the Attorney General ofthe State of West Virginia and (ii) a request for in-formation from West Virginia’s Office of the State Auditor,Securities Commission (the “West Virginia SecuritiesCommission”) (together, the “Information Requests”).Both Information Requests require the Adviser to producedocuments concerning, among other things, any markettiming or late trading in the Adviser’s sponsored mutualfunds. The Adviser responded to the Information Requestsand has been cooperating fully with the investigation.

On April 11, 2005, a complaint entitled The Attorney Gen-eral of the State of West Virginia v. AIM Advisors, Inc., et al.(“WVAG Complaint”) was filed against the Adviser, Alli-ance Holding, and various other defendants not affiliatedwith the Adviser. The WVAG Complaint was filed in theCircuit Court of Marshall County, West Virginia by theAttorney General of the State of West Virginia. The WVAGComplaint makes factual allegations generally similar tothose in the Hindo Complaint. On May 31, 2005, defend-ants removed the WVAG Complaint to the United StatesDistrict Court for the Northern District of West Virginia.On July 12, 2005, plaintiff moved to remand. On Oc-tober 19, 2005, the WVAG Complaint was transferred tothe Mutual Fund MDL.

On August 30, 2005, the deputy commissioner of secu-rities of the West Virginia Securities Commission signeda “Summary Order to Cease and Desist, and Notice ofRight to Hearing” addressed to the Adviser and AllianceHolding. The Summary Order claims that the Adviser andAlliance Holding violated the West Virginia UniformSecurities Act, and makes factual allegations generally sim-ilar to those in the Commission Order and the NYAGOrder. On January 26, 2006, the Adviser, Alliance-Bernstein Holding L.P. and various unaffiliated defendantsfiled a Petition for Writ of Prohibition and Order Suspend-ing Proceedings in West Virginia state court seeking tovacate the Summary Order and for other relief. The Ad-viser intends to vigorously defend against the allegations inthe WVAG Complaint.

On June 22, 2004, a purported class action complaint enti-tled Aucoin, et al. v. Alliance Capital Management L.P., etal. (the “Aucoin Complaint”) was filed against the Adviser,AllianceBernstein Holding L.P., AllianceBernstein Corpo-ration, AXA Financial, Inc., AllianceBernstein InvestmentResearch & Management, Inc., certain current and formerdirectors of the AllianceBernstein Mutual Funds, and un-named Doe defendants. The Aucoin Complaint names cer-tain of the AllianceBernstein Mutual Funds as nominaldefendants. The Aucoin Compliant was filed in the UnitedStates District Court for the Southern District of NewYork by an alleged shareholder of an AllianceBernsteinmutual fund. The Aucoin Complaint alleges, among otherthings, (i) that certain of the defendants improperly au-thorized the payment of excessive commissions and otherfees from AllianceBernstein Fund assets to broker-dealersin exchange for preferential marketing services, (ii) thatcertain of the defendants misrepresented and omitted fromregistration statements and other reports material factsconcerning such payments, and (iii) that certain defendantscaused such conduct as control persons of other defend-ants. The Aucoin Complaint asserts claims for violations ofSections 34(b), 36(b) and 48(a) of the 1940 Act, Sections206 and 215 of the Advisers Act, breach of common lawfiduciary duties, and aiding and abetting breaches of com-mon law fiduciary duties. Plaintiffs seek an unspecifiedamount of compensatory damages and punitive damages,rescission of their contracts with the Adviser, including

46

recovery of all fees paid to the Adviser pursuant to suchcontracts, an accounting of all AllianceBernstein Fund-related fees, commissions and soft dollar payments, andrestitution of all unlawfully or discriminatorily obtainedfees and expenses.

Since June 22, 2004, nine additional lawsuits making fac-tual allegations substantially similar to those in the AucoinComplaint were filed against the Adviser and certain otherdefendants. All nine of the lawsuits (i) were brought asclass actions filed in the United States District Court forthe Southern District of New York, (ii) assert claims sub-stantially identical to the Aucoin Complaint, and (iii) arebrought on behalf of shareholders of the Funds.

On February 2, 2005, plaintiffs filed a consolidatedamended class action complaint (“Aucoin ConsolidatedAmended Complaint”) that asserts claims substantially sim-ilar to the Aucoin Complaint and the nine additional law-suits referenced above. On October 19, 2005, the DistrictCourt dismissed each of the claims set forth in the AucoinConsolidated Amended Complaint, except for plaintiff’sclaim under Section 36(b) of the Investment CompanyAct. On January 11, 2006, the District Court granted de-fendant’s motion for reconsideration and dismissed theremaining Section 36(b) claim. Plaintiffs have moved forleave to amend their consolidated complaint.

It is possible that these matters and or other developmentsresulting from these matters could result in increased re-demptions of the Funds’ shares or other adverse con-sequences to the Funds. This may require the Funds to sellinvestments to provide for sufficient liquidity and couldalso have an adverse effect on the investment performanceof the Funds. However, the Adviser believes that thesematters are not likely to have a material adverse effect onits ability to perform advisory services relating to the Fund.

TRANSFER AGENCY AND RETIREMENT PLAN SERVICESABIS acts as the transfer agent for the Funds. ABIS, an indirectwholly-owned subsidiary of the Adviser, registers the transfer,issuance and redemption of Fund shares and disburses divi-dends and other distributions to Fund shareholders.

Retirement plans may also hold Fund shares in the name ofthe plan, rather than the participant. Plan recordkeepers, whomay have affiliated financial intermediaries who sell shares ofthe Funds, may be paid for each plan participant fund ac-count in amounts up to $19 per account per annum and/orup to 0.20% per annum of the average daily assets held in theplan. To the extent any of these payments for recordkeepingservices, transfer agency services or retirement plan accountsare made by the Funds, they are included in the amountappearing opposite the caption “Other Expenses” found inthe Fund expense tables under “Fees and Expenses of theFunds.” In addition, financial intermediaries may be affiliatesof entities that receive compensation from the Adviser orABI for maintaining retirement plan “platforms” that facili-tate trading by affiliated and non-affiliated financial inter-mediaries and recordkeeping for retirement plans.

Because financial intermediaries and plan recordkeepersmay be paid varying amounts per class for sub-transferagency and related recordkeeping services, the service re-quirements of which may also vary by class, this may createan additional incentive for financial intermediaries andtheir financial advisors to favor one fund complex overanother or one class of shares over another.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund’s income dividends and capital gains dis-tributions, if any, declared by a Fund on its outstandingshares will, at the election of each shareholder, be paid incash or in additional shares of the same class of shares ofthat Fund. If paid in additional shares, the shares will havean aggregate net asset value as of the close of business onthe declaration date of the dividend or distribution equalto the cash amount of the dividend or distribution. Youmay make an election to receive dividends and dis-tributions in cash or in shares at the time you purchaseshares. Your election can be changed at any time prior to arecord date for a dividend. There is no sales or othercharge in connection with the reinvestment of dividends orcapital gains distributions. Cash dividends may be paid incheck, or, at your election, electronically via the ACHnetwork.

If you receive an income dividend or capital gains dis-tribution in cash you may, within 120 days following thedate of its payment, reinvest the dividend or distribution inadditional shares of that Fund without charge by returningto the Adviser, with appropriate instructions, the checkrepresenting the dividend or distribution. Thereafter, un-less you otherwise specify, you will be deemed to haveelected to reinvest all subsequent dividends and dis-tributions in shares of that Fund.

Investments made through a 401(k) plan, 457 plan, em-ployer sponsored 403(b) plan, profit sharing and moneypurchase plan, defined benefit plan or a nonqualified de-ferred compensation plan are subject to special UnitedStates federal income tax rules. Therefore, the federal in-come tax consequences described in this section apply onlyto investments made other than by such plans.

For federal income tax purposes, distributions of invest-ment income are generally taxable as ordinary income.Taxes on distributions of capital gains are determined byhow long a Fund owned the investments that generatedthem, rather than on how long you have owned yourshares. Distributions of net capital gains from the sale ofinvestments that a Fund owned for more than one yearand that are properly designated by a Fund as capital gaindividends will be taxable as long-term capital gains. Dis-tributions of gains from the sale of investments that a Fundowned for one year or less will be taxable as ordinary in-come. For taxable years beginning on or before De-cember 31, 2008, distributions of investment income

47

designated by a Fund as derived from “qualified dividendincome”—as further defined in the Funds’ SAI—will betaxed in the hands of non-corporate shareholders at therates applicable to long-term capital gain provided holdingperiod and other requirements are met at both the share-holder and the Fund level.

While it is the intention of each Fund to distribute to itsshareholders substantially all of each fiscal year’s net in-come and net realized capital gains, if any, the amount andtiming of any dividend or distribution will depend on therealization by the Fund of income and capital gains frominvestments. There is no fixed dividend rate and there canbe no assurance that a Fund will pay any dividends or real-ize any capital gains.

Since REITs pay distributions based on cash flow, withoutregard to depreciation and amortization, it is likely that aportion of the distributions paid to AllianceBernsteinReal Estate Investment Fund and subsequently dis-tributed to shareholders may be a nontaxable return ofcapital. The final determination of the amount of a Fund’sreturn of capital distributions for the period will be madeafter the end of each calendar year.

Investment income received by a Fund from sources withinnon-U.S. countries may be subject to foreign income taxeswithheld at the source. To the extent that any Fund, suchas AllianceBernstein International Value Fund orAllianceBernstein Global Value Fund, is liable for for-eign income taxes withheld at the source, each such Fundintends, if possible, to operate so as to meet the require-ments of the Code to “pass through” to the Fund’s share-holders credits for foreign income taxes paid (or to permitshareholders to claim a deduction for such foreign taxes),but there can be no assurance that any Fund will be able todo so, and Funds that invest primarily in U.S. securitieswill not do so. Furthermore, a shareholder’s ability toclaim a tax credit or deduction for foreign taxes paid by aFund may be subject to certain limitations imposed by theCode, as a result of which a shareholder may not bepermitted to claim a credit or deduction for all or a portionof the amount of such taxes.

Under certain circumstances, if a Fund realizes losses (e.g.,from fluctuations in currency exchange rates) after paying adividend, all or a portion of the dividend may subsequentlybe characterized as a return of capital. Returns of capitalare generally nontaxable, but will reduce a shareholder’sbasis in shares of the Fund. If that basis is reduced to zero(which could happen if the shareholder does not reinvestdistributions and returns of capital are significant), any fur-ther returns of capital will be taxable as capital gain.

If you buy shares just before a Fund deducts a distributionfrom its NAV, you will pay the full price for the shares andthen receive a portion of the price back as a taxable dis-tribution.

The sale or exchange of Fund shares is a taxable trans-action for federal income tax purposes.

Each year shortly after December 31, each Fund will sendyou tax information stating the amount and type of all itsdistributions for the year. You are encouraged to consultyour tax adviser about the federal, state, and local tax con-sequences in your particular circumstances, as well as aboutany possible foreign tax consequences.

Non-U.S. ShareholdersIf you are a nonresident alien individual or a foreign corpo-ration for federal income tax purposes, please see theFunds’ SAIs for information on how you may be affectedby the American Jobs Creation Act of 2004, including newrules for a Fund’s distributions of gain attributable to“U.S. real property interests.”

GENERAL INFORMATION

Under unusual circumstances, a Fund may suspend re-demptions or postpone payment for up to seven days orlonger, as permitted by federal securities law. The Fundsreserve the right to close an account that has remainedbelow $500 for 90 days.

During drastic economic or market developments, youmight have difficulty in reaching ABIS by telephone, inwhich event you should issue written instructions to ABIS.ABIS is not responsible for the authenticity of telephonerequests to purchase, sell, or exchange shares. ABIS willemploy reasonable procedures to verify that telephonerequests are genuine, and could be liable for losses result-ing from unauthorized transactions if it failed to do so.Dealers and agents may charge a commission for handlingtelephone requests. The telephone service may be sus-pended or terminated at any time without notice.

Shareholder Services. ABIS offers a variety of shareholderservices. For more information about these services or youraccount, call ABIS’s toll-free number, 800-221-5672.Some services are described in the Subscription Application.

Householding. Many shareholders of the AllianceBernsteinMutual Funds have family members living in the samehome who also own shares of the same Funds. In order toreduce the amount of duplicative mail that is sent tohomes with more than one Fund account and to reduceexpenses of the Fund, all AllianceBernstein Mutual Fundswill, until notified otherwise, send only one copy of eachprospectus, shareholder report and proxy statement toeach household address. This process, known as“householding”, does not apply to account statements,confirmations, or personal tax information. If you do notwish to participate in householding, or wish to discontinuehouseholding at any time, call ABIS at 800-221-5672. Wewill resume separate mailings for your account within 30days of your request.

48

GLOSSARY OF INVESTMENT TERMS

Convertible securities are fixed-income securities that areconvertible into common stock.

Depositary receipts include American Depositary Receipts(“ADRs”), Global Depositary Receipts (“GDRs”) andother types of depositary receipts.

Equity securities are (i) common stocks, partnershipinterests, business trust shares, and other equity ownershipinterests in business enterprises, and (ii) securities con-vertible into, and rights and warrants to subscribe for thepurchase of, such stocks, shares, and interests.

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

U.S. Government securities are securities issued or guar-anteed by the United States Government, its agencies orinstrumentalities.

Russell 1000® Value Index measures the performance ofthose Russell 1000 companies (the largest 1,000 U.S.companies by capitalization) with lower price-to-book ra-tios and lower forecasted growth values. The Russell1000(R) universe of securities is compiled by Frank RussellCompany and is segmented into two style indices, theRussell 1000(R) Growth Index and the Russell 1000(R)Value Index.

Russell 2500™ Value Index measures the performance ofthose Russell 2500 companies (based on capitalization, thesmallest 2,500 U.S. companies from among the largest3,000 U.S. companies) with lower price-to-book ratiosand lower forecasted growth values. The Russell2500(TM) universe of securities is compiled by FrankRussell Company and is segmented into two style indices,the Russell Growth 2500(TM) Index and the Russell2500(TM) Value Index.

49

FINANCIAL HIGHLIGHTSThe financial highlights table is intended to help you understand each Fund’s financial performance for the past five years(or, if shorter, the period of the Fund’s operations). Certain information reflects financial results for a single share of eachFund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in theFund (assuming reinvestment of all dividends and distributions). This information has been audited by Pricewaterhou-seCoopers LLP, the independent registered public accounting firm for AllianceBernstein Growth and Income Fund, Alli-anceBernstein Balanced Shares and AllianceBernstein Utility Income Fund, and by Ernst & Young LLP, the independentregistered public accounting firm for AllianceBernstein Value Fund, AllianceBernstein Small/Mid Cap Value Fund, Alli-anceBernstein Focused Growth & Income Fund, AllianceBernstein Real Estate Investment Fund, AllianceBernstein Inter-national Value Fund and AllianceBernstein Global Value Fund, whose reports, along with each Fund’s financialstatements, are included in each Fund’s annual report, which is available upon request.

50

Income from Investment Operations Less Dividends and Distributions

Fiscal Year or Period

Net AssetValue,

Beginningof Period

NetInvestment

Income(Loss) (a)

Net Gainsor Losses onInvestments

(both realizedand unrealized)

Total fromInvestmentOperations

Dividendsfrom Net

InvestmentIncome

Distributionsin Excess of

Net InvestmentIncome

TaxReturn ofCapital

AllianceBernstein Value FundClass AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $12.63 $ .17 $ .82 $ .99 $(.14) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 10.96 .14(c)(d) 1.63 1.77 (.10) –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . . . . . . 9.44 .11 1.48 1.59 (.07) –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . . . . . . 10.26 .10 (.87) (.77) (.05) –0– –0–3/29/01+ to 11/30/01 . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 .06(c) .20 .26 –0– –0– –0–Class RYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $12.63 $ .14 $ .82 $ .96 $(.13) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 10.95 .12(c)(d) 1.64 1.76 (.08) –0– –0–11/03/03++ to 11/30/03 . . . . . . . . . . . . . . . . . . . . . . . 10.91 .01 .03 .04 –0– –0– –0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . $12.84 $ .17 $ .25 $ .42 $–0– $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . $12.84 $ .16 $ .29 $ .45 $–0– $–0– $–0–

AllianceBernsteinSmall/Mid Cap Value Fund

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $17.23 $ .02 $1.58 $1.60 $–0– $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 14.62 .01(c)(d) 3.00 3.01 –0– –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . . . . . . 11.19 .02(c) 3.48 3.50 (.07) –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . . . . . . 11.37 .10(c) (.11) (.01) (.08) –0– –0–3/29/01+ to 11/30/01 . . . . . . . . . . . . . . . . . . . . . . . . . 10.00 .09(c) 1.28 1.37 –0– –0– –0–Class RYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $17.21 $(.01) $1.60 $1.59 $–0– $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 14.62 (.06)(c)(d) 3.05 2.99 –0– –0– –0–11/03/03++ to 11/30/03 . . . . . . . . . . . . . . . . . . . . . . . 14.24 .00(h) .38 .38 –0– –0– –0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . $16.81 $ .03 $ .80 $ .83 $–0– $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . $16.81 $ .07 $ .78 $ .85 $–0– $–0– $–0–

AllianceBernstein GrowthAnd Income Fund

Class AYear Ended 10/31/05 . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.48 $ .04 $ .23 $ .27 $(.02) $–0– $–0–Year Ended 10/31/04 . . . . . . . . . . . . . . . . . . . . . . . . . 3.15 .03(c)(d) .34 .37 (.03) –0– –0–Year Ended 10/31/03 . . . . . . . . . . . . . . . . . . . . . . . . . 2.60 .03 .56 .59 (.02) –0– (.02)Year Ended 10/31/02 . . . . . . . . . . . . . . . . . . . . . . . . . 3.42 .03 (.71) (.68) (.02) –0– (.02)Year Ended 10/31/01 . . . . . . . . . . . . . . . . . . . . . . . . . 4.07 .02 (.39) (.37) (.04) –0– –0–Class RYear Ended 10/31/05 . . . . . . . . . . . . . . . . . . . . . . . . . $ 3.48 $ .01 $ .25 $ .26 $(.02) $–0– $–0–11/03/03++ to 10/31/04 . . . . . . . . . . . . . . . . . . . . . . . 3.17 .02(c)(d) .32 .34 (.02) –0– –0–Class K3/01/05++ to 10/31/05 . . . . . . . . . . . . . . . . . . . . . . . . $ 3.79 $ .03 $ (.07) $ (.04) $(.01) $–0– $–0–Class I3/01/05++ to 10/31/05 . . . . . . . . . . . . . . . . . . . . . . . . $ 3.79 $ .04 $ (.08) $ (.04) $(.01) $–0– $–0–


52

Less Dividends andDistributions

LessDistributions Ratios/Supplemental Data

Distributionsfrom

CapitalGains


Capital Gains

TotalDividends

andDistributions

Net AssetValue,End ofPeriod

TotalReturn (b)

Net AssetsEnd of Period(000’s omitted)

Ratio ofExpenses

to AverageNet Assets

Ratio of NetIncome (Loss)


PortfolioTurnover Rate

$ (.23) $–0– $ (.37) $13.25 8.04% $ 230,269 1.16% 1.31% 25%–0– –0– (.10) 12.63 16.26 187,004 1.18(f) 1.17(c)(d) 27–0– –0– (.07) 10.96 16.93 136,924 1.45 1.12 27–0– –0– (.05) 9.44 (7.56) 95,295 1.45 .99 11–0– –0– –0– 10.26 2.60 59,437 1.71*(f) .79*(c) 14

$ (.23) $–0– $ (.36) $13.23 7.77% $ 757 1.40% 1.06% 25%–0– –0– (.08) 12.63 16.11 665 1.40(f) 1.07(c)(d) 27–0– –0– –0– 10.95 0.37 10 1.81* 1.16* 27

$ –0– $–0– $ –0– $13.26 3.27% $ 1,123 1.10%* 2.93%* 25%

$ –0– $–0– $ –0– $13.29 3.51% $ 36,790 .83%* 1.78%* 25%

$(1.20) $–0– $(1.20) $17.63 9.82% $ 418,217 1.15%(f) .14% 42%(.40) –0– (.40) 17.23 21.07 308,303 1.17(f) .06(c)(d) 31–0– –0– (.07) 14.62 31.50 182,631 1.40(f) .16(c) 23(.09) –0– (.17) 11.19 (.12) 113,070 1.40(f) .80(c) 30–0– –0– –0– 11.37 13.70 34,883 1.53*(f) 1.29*(c) 15

$(1.20) $–0– $(1.20) $17.60 9.77% $ 2,463 1.35%(f) (.03)%(c) 42%(.40) –0– (.40) 17.21 20.93 453 1.35(f) (.38)(c)(d) 31–0– –0– –0– 14.62 2.67 10 1.60*(f) .21*(c) 23

$ –0– $–0– $ –0– $17.64 4.94% $ 64 1.10%(f)* .31%*(c) 42%

$ –0– $–0– $ –0– $17.66 5.06% $ 6,738 .85%(f)* .59%*(c) 42%

$ –0– $–0– $ (.02) $ 3.73 7.77% $2,553,632 1.06% 1.19% 63%(.01) –0– (.04) 3.48 11.77 2,893,373 1.02(f) .85(c)(d) 48–0– –0– (.04) 3.15 22.89 3,003,001 1.22 .94 43(.10) –0– (.14) 2.60 (20.89) 2,553,700 1.14 .83 75(.24) –0– (.28) 3.42 (9.49) 2,914,367 1.09 .64 67

$ –0– $–0– $ (.02) $ 3.72 7.36% $ 1,625 1.42% .56% 63%(.01) –0– (.03) 3.48 10.81 147 1.16* .67*(c)(d) 48

$ –0– $–0– $ (.01) $ 3.74 (1.02)% $ 10 1.03%* .79%* 63%

$ –0– $–0– $ (.01) $ 3.74 (.97)% $ 10 .74%* 1.08%* 63%


53



Net AssetValue,

Beginningof Period

NetInvestment

Income(Loss) (a)




Dividendsfrom Net

InvestmentIncome

Distributions inExcess of


TaxReturn ofCapital

AllianceBernsteinFocused Growth & Income Fund

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $14.69 $ .05 $ .93 $ .98 $(.10) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 13.27 .10(c)(d) 1.32 1.42 –0– –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . . . . . . 10.85 (.01) 2.43 2.42 –0– –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . . . . . . 13.09 (.01) (2.23) (2.24) –0– –0– –0–Year Ended 11/30/01 . . . . . . . . . . . . . . . . . . . . . . . . . 11.42 (.07)(c) 1.82 1.75 –0– –0– –0–Class RYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $14.66 $ .03 $ .92 $ .95 $(.07) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 13.27 .18(c)(d) 1.21 1.39 –0– –0– –0–11/03/03++ to 11/30/03 . . . . . . . . . . . . . . . . . . . . . . 13.16 –0–(h) .11 .11 –0– –0– –0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $15.27 $ .05 $ .11 $ .16 $–0– $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $15.27 $ .09 $ .11 $ .20 $–0– $–0– $–0–

AllianceBernsteinBalanced Shares

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $16.81 $ .28 $ .81 $ 1.09 $(.30) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 15.13 .31(c)(d) 1.61 1.92 (.24) –0– –0–8/01/03 to 11/30/03+++ . . . . . . . . . . . . . . . . . . . . . . 14.54 .09 .58 .67 (.08) –0– –0–Year Ended 7/31/03 . . . . . . . . . . . . . . . . . . . . . . . . . . 13.26 .28 1.32 1.60 (.29) –0– (.03)Year Ended 7/31/02(g) . . . . . . . . . . . . . . . . . . . . . . . . 15.96 .35 (2.35) (2.00) (.34) –0– –0–Year Ended 7/31/01 . . . . . . . . . . . . . . . . . . . . . . . . . . 15.53 .39 1.16 1.55 (.38) –0– –0–Class RYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $16.80 $ .24 $ .82 $ 1.06 $(.28) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 15.13 .30(c)(d) 1.58 1.88 (.21) –0– –0–11/03/03++ to 11/30/03 . . . . . . . . . . . . . . . . . . . . . . 15.09 .02 .02 .04 –0– –0– –0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $17.34 $ .22 $ .24 $ .46 $(.20) $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $17.34 $ .24 $ .26 $ .50 $(.24) $–0– $–0–

AllianceBernsteinUtility Income Fund

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . . . $15.54 $ .43 $ 2.39 $ 2.82 $(.54) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . . . . . . 12.39 .35(c)(d) 3.11 3.46 (.31) –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . . . . . . 11.01 .32(c) 1.30 1.62 (.24) –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . . . . . . 14.17 .27(c) (3.17) (2.90) (.26) –0– –0–Year Ended 11/30/01 . . . . . . . . . . . . . . . . . . . . . . . . . 17.90 .23 (2.88) (2.65) (.97) –0– (.11)Class R3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $16.33 $ .31 $ 1.50 $ 1.81 $(.33) $–0– $–0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $16.33 $ .35 $ 1.50 $ 1.85 $(.36) $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . . . . . $16.33 $ .39 $ 1.49 $ 1.88 $(.40) $–0– $–0–


54

Less Dividendsand Distributions


Distributionsfrom

CapitalGains


Capital Gains

TotalDividends

andDistributions


TotalReturn (b)

Net Assets,End of Period

(000’s Omitted)

Ratio ofExpenses





$(.15) $–0– $ (.25) $15.42 6.67% $175,285 1.27% .36% 152%–0– –0– –0– 14.69 10.70 224,377 1.19(f) .73(c)(d) 132–0– –0– –0– 13.27 22.30 163,169 1.51 (.12) 159–0– –0– –0– 10.85 (17.11) 75,413 1.59 (.10) 218–0– (.08) (.08) 13.09 15.40 76,617 1.85(f) (.55)(c) 299

$(.15) $–0– $ (.22) $15.39 6.47% $ 928 1.60% .19% 152%–0– –0– –0– 14.66 10.48 241 1.45(f) 1.25(c)(d) 132–0– –0– –0– 13.27 .84 10 1.83* (.26)* 159

$–0– $–0– $ –0– $15.43 1.05% $ 10 1.23%* .48%* 152%

$–0– $–0– $ –0– $15.47 1.31% $ 10 .96%* .77%* 152%

$–0– $–0– $ (.30) $17.60 6.55% $935,414 1.04%* 1.64%* 57%–0– –0– (.24) 16.81 12.78 788,685 .97(f) 1.93(c)(d) 58–0– –0– (.08) 15.13 4.62 587,685 1.07* 1.84* 29–0– –0– (.32) 14.54 12.29 525,637 1.12 2.04 62(.36) –0– (.70) 13.26 (12.91) 384,212 1.10 2.36 79(.74) –0– (1.12) 15.96 10.42 282,874 1.17 2.46 63

$–0– $–0– $ (.28) $17.58 6.36% $ 1,393 1.33%* 1.39%* 57%–0– –0– (.21) 16.80 12.52 371 1.19(f) 1.94(c)(d) 58–0– –0– –0– 15.13 .27 10 1.34* 1.70* 29

$–0– $–0– $ (.20) $17.60 2.68% $ 10 1.01%* 1.69%* 57%

$–0– $–0– $ (.24) $17.60 2.93% $ 4,128 .81%* 2.41%* 57%

$–0– $–0– $ (.54) $17.82 18.42% $ 77,696 1.44% 2.54% 47%–0– –0– (.31) 15.54 28.37 62,166 1.39(f) 2.59(c)(d) 45–0– –0– (.24) 12.39 14.89 52,188 1.50(f) 2.79(c) 74–0– –0– (.26) 11.01 (20.65) 48,908 1.50(f) 2.18(c) 99–0– –0– (1.08) 14.17 (15.75) 73,487 1.46 1.38 21

$–0– $–0– $ (.33) $17.81 11.16% $ 11 1.68%* 2.41%* 47%

$–0– $–0– $ (.36) $17.82 11.44% $ 11 1.37%* 2.73%* 47%

$–0– $–0– $ (.40) $17.81 11.61% $ 11 1.08%* 3.01%* 47%


55



Net AssetValue,

Beginningof Period

NetInvestment

Income(Loss) (a)




Dividendsfrom Net

InvestmentIncome

Distributions inExcess of


TaxReturn ofCapital

AllianceBernsteinReal Estate Investment Fund

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . $19.15 $ .32 $ 2.87 $ 3.19 $(.30) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . 14.90 .27(c)(d) 4.50 4.77 (.52) –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . 11.52 .37 3.53 3.90 (.52) –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . 11.47 .34 .23 .57 (.32) –0– (.20)Year Ended 11/30/01 . . . . . . . . . . . . . . . . . . . . 10.70 .32 .97 1.29 (.32) –0– (.20)Class R3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $18.97 $ .39 $ 2.81 $ 3.20 $(.16) $–0– $–0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $18.97 $ .38 $ 2.87 $ 3.25 $(.19) $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $18.97 $ .53 $ 2.76 $ 3.29 $(.25) $–0– $–0–

AllianceBernsteinInternational Value Fund

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . $16.22 $ .26 $ 2.15 $ 2.41 $(.17) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . 12.82 .16(c)(d) 3.37 3.53 (.13) –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . 9.83 .13(c) 2.96 3.09 (.10) –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . 9.64 .07(c) .12(e) .19 –0– –0– –0–3/29/01+ to 11/30/01 . . . . . . . . . . . . . . . . . . . . 10.00 .04(c) (.40) (.36) –0– –0– –0–Class RYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . $16.23 $ .22 $ 2.16 $ 2.38 $(.16) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . 12.82 .02(c)(d) 3.48 3.50 (.09) –0– –0–11/03/03++ to 11/30/03 . . . . . . . . . . . . . . . . . . 12.60 .00(c)(d)(h) .22 .22 –0– –0– –0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $17.14 $ .11(c) $ .86 $ .97 $–0– $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $17.14 $ .09(c) $ .91 $ 1.00 $–0– $–0– $–0–

AllianceBernsteinGlobal Value Fund

Class AYear Ended 11/30/05 . . . . . . . . . . . . . . . . . . . . $12.61 $ .15 $ 1.68 $ 1.83 $(.16) $–0– $–0–Year Ended 11/30/04 . . . . . . . . . . . . . . . . . . . . 10.52 .11(c)(d) 2.09 2.20 (.11) –0– –0–Year Ended 11/30/03 . . . . . . . . . . . . . . . . . . . . 8.57 .10(c) 1.91 2.01 (.06) –0– –0–Year Ended 11/30/02 . . . . . . . . . . . . . . . . . . . . 9.64 .05(c) (1.12) (1.07) –0– –0– –0–3/29/01+ to 11/30/01 . . . . . . . . . . . . . . . . . . . . 10.00 (.02)(c) (.34) (.36) –0– –0– –0–Class R3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $12.90 $ .01 $ .95 $ .96 $–0– $–0– $–0–Class K3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $12.90 $ .14 $ .84 $ .98 $–0– $–0– $–0–Class I3/01/05++ to 11/30/05 . . . . . . . . . . . . . . . . . . . $12.90 $ .04 $ .96 $ 1.00 $–0– $–0– $–0–


56

Less Dividendsand Distributions


Distributionsfrom

CapitalGains


Capital Gains

TotalDividends

andDistributions


TotalReturn (b)

Net Assets,End of Period

(000’s Omitted)

Ratio ofExpenses





$–0– $–0– $(.30) $22.04 16.83% $ 128,890 1.35% 1.58% 46%–0– –0– (.52) 19.15 32.70 88,162 1.31(f) 1.67(c)(d) 39–0– –0– (.52) 14.90 34.89 57,701 1.74 2.84 30–0– –0– (.52) 11.52 4.85 35,626 1.75 2.87 37–0– –0– (.52) 11.47 12.33 22,422 1.78 2.84 40

$–0– $–0– $(.16) $22.01 16.99% $ 58 1.69%* 2.89%* 46%

$–0– $–0– $(.19) $22.03 17.27% $ 42 1.37%* 2.72%* 46%

$–0– $–0– $(.25) $22.01 17.48% $ 1,059 1.15%* 4.03%* 46%

$(.36) $–0– $(.53) $18.10 15.31% $1,262,495 1.20%(f) 1.57%(c) 26%–0– –0– (.13) 16.22 27.77 455,933 1.20(f) 1.12(c)(d) 22–0– –0– (.10) 12.82 31.80 180,443 1.20(f) 1.22(c) 20–0– –0– –0– 9.83 1.97 74,193 1.20(f) .74(c) 23–0– –0– –0– 9.64 (3.60) 3,990 1.44(f)* .62(c)* 11

$(.36) $–0– $(.52) $18.09 15.09% $ 4,115 1.40%(f) 1.30%(c) 26%–0– –0– (.09) 16.23 27.46 960 1.40(f) .12(c)(d) 22–0– –0– –0– 12.82 1.75 10 1.40(f)* .40(c)* 20

$–0– $–0– $–0– $18.11 5.66% $ 106 1.15%(f)* 1.07%(c)* 26%

$–0– $–0– $–0– $18.14 5.83% $ 180,185 .90%(f)* .75%(c)* 26%

$(.41) $–0– $(.57) $13.87 15.09% $ 34,632 1.45%(f) 1.17%(c) 25%–0– –0– (.11) 12.61 21.09 23,536 1.41(f) .97(c)(d) 38–0– –0– (.06) 10.52 23.64 16,298 1.50(f) 1.05(c) 29–0– –0– –0– 8.57 (11.10) 8,892 1.76(f) .56(c) 28–0– –0– –0– 9.64 (3.60) 5,923 2.44*(f) (.27)*(c) 14

$–0– $–0– $–0– $13.86 7.44% $ 364 1.70%(f)* .06%(c)* 25%

$–0– $–0– $–0– $13.88 7.60% $ 11 1.45%(f)* 1.34%(c)* 25%

$–0– $–0– $–0– $13.90 7.75% $ 26,796 1.20%(f)* .41%(c)* 25%


57

+ Commencement of operations.++ Commencement of distribution.+++ Change in fiscal year end.* Annualized.(a) Based on average shares outstanding.(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all

dividends and distributions at the net asset value during the period, and a redemption on the last day of the period. Initial sales charges or con-tingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes thata shareholder would pay on fund distributions or the redemption of fund shares. Total investment returns calculated for periods of less than oneyear are not annualized. On February 1, 2005, the AllianceBernstein Small/Mid Cap Value Fund’s investment policies were modified. As a result,that Fund’s performance for periods prior to that date may not be representative of the performance it would have achieved had its current invest-ment policies been in place.

(c) Net of fees and expenses waived/reimbursed by the Adviser.(d) Net of fees and expenses waived/reimbursed by the Transfer Agent.(e) In addition to net realized and unrealized gain (loss) from investment and foreign currency transactions as set forth in the statement of operations,

this amount reflects an increase in net asset value per share resulting from fluctuations in the Fund’s total net assets in relation to the timing of gainsand losses.

(f) Net of fees and expenses waived/reimbursed by the Adviser. If the following Funds had borne all expenses in their most recent five fiscal years (or,if shorter, the life of the Fund), their expense ratios would have been as follows:

2001 2002 2003 2004 2005

AllianceBernstein Value FundClass A 1.74%* — — 1.32% —Class R — — — 1.54% —Class K — — — — —Class I — — — — —AllianceBernstein Small/Mid Cap Value FundClass A 2.41%* 1.81% 1.79% 1.58% 1.44%Class R — — 1.96%* 1.85% 1.67%*Class K — — — — 1.40%*Class I — — — — 1.08%*AllianceBernstein Growth & Income FundClass A — — — 1.13% —Class R — — — — —Class K — — — — —Class I — — — — —AllianceBernstein Focused Growth & Income FundClass A 1.88% — — 1.34% —Class R — — — 1.59% —Class K — — — — —Class I — — — — —AllianceBernstein Balanced Shares FundClass A — — — 1.00% —Class R — — — 1.22% —Class K — — — — —Class I — — — — —AllianceBernstein Utility Income FundClass A — 1.61% 1.70% 1.53% —Class R — — — — —Class K — — — — —Class I — — — — —AllianceBernsteinReal Estate Investment FundClass A — — — 1.55% —Class R — — — — —Class K — — — — —Class I — — — — —AllianceBernstein International Value FundClass A 5.11%* 2.19% 1.93% 1.64% 1.37%Class R — — 2.31%* 1.84% 1.66%Class K — — — — 1.42%*Class I — — — — 1.00%*AllianceBernstein Global Value FundClass A 8.10%* 2.59% 1.89% 1.65% —Class R — — — — 1.96%*Class K — — — — 1.55%*Class I — — — — 1.44%*(g) As required, effective August 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment

Companies and began amortizing premium on debt securities for financial statement reporting purposes only. For the year ended July 31, 2002,the effect of this change to Class A decreased net investment income by $.01 per share and increased net unrealized gains and losses by $.01 pershare. Consequently, the ratio of net investment income to average net assets decreased from 2.46% to 2.36% for Class A. Ratios and supple-mental data prior to August 1, 2001 have not been restated to reflect this change in presentation.

(h) Amount is less than $.005.

58

APPENDIX A

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATIONThe settlement agreement between the Adviser and the NYAG requires the Funds to include the following supplementalhypothetical investment information that provides additional information calculated and presented in a manner differentfrom expense information found under “Fees and Expenses of the Funds” in this Prospectus about the effect of a Fund’sexpenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The chartshows the estimated expenses that would be charged on a hypothetical investment of $10,000 in Class A shares of thefund assuming a 5% return each year, including an initial sales charge of 4.25%. Except as otherwise indicated, the chartalso assumes that the current annual expense ratio stays the same throughout the 10-year period. The current annual ex-pense ratio for each Fund is the same as stated under “Fees and Expense of the Funds.” If you wish to obtain hypotheticalinvestment information for other classes of shares of the Fund, please refer to the “Mutual Fund Fees and Expenses Calcu-lators” on www.AllianceBernstein.com. Your actual expenses may be higher or lower.

AllianceBernstein Value Fund

YearHypotheticalInvestment

HypotheticalPerformance

EarningsInvestment

After ReturnsHypothetical

Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 538.61 $ 9,940.142 9,940.14 497.01 10,437.15 117.94 10,319.213 10,319.21 515.96 10,835.17 122.44 10,712.734 10,712.73 535.64 11,248.37 127.11 11,121.265 11,121.26 556.06 11,677.32 131.95 11,545.376 11,545.37 577.27 12,122.64 136.99 11,985.657 11,985.65 599.28 12,584.93 142.21 12,442.728 12,442.72 622.14 13,064.86 147.63 12,917.239 12,917.23 645.86 13,563.09 153.26 13,409.8310 13,409.83 670.49 14,080.32 159.11 13,921.21

Cumulative $5,698.46 $1,777.25




EarningsInvestment

After ReturnsHypotheticalExpenses*

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 540.62 $ 9,938.132 9,938.13 496.91 10,435.04 145.05 10,289.993 10,289.99 514.50 10,804.49 150.18 10,654.314 10,654.31 532.72 11,187.03 155.50 11,031.535 11,031.53 551.58 11,583.11 161.01 11,422.106 11,422.10 571.11 11,993.21 166.71 11,826.507 11,826.50 591.33 12,417.83 172.61 12,245.228 12,245.22 612.26 12,857.48 178.72 12,678.769 12,678.76 633.94 13,312.70 185.05 13,127.6510 13,127.65 656.38 13,784.03 191.60 13,592.43

Cumulative $5,639.48 $2,047.05




EarningsInvestment


Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 527.55 $ 9,951.202 9,951.20 497.56 10,448.76 106.58 10,342.183 10,342.18 517.11 10,859.29 110.76 10,748.534 10,748.53 537.43 11,285.96 115.12 11,170.845 11,170.84 558.54 11,729.38 119.64 11,609.746 11,609.74 580.49 12,190.23 124.34 12,065.897 12,065.89 603.29 12,669.18 129.23 12,539.958 12,539.95 627.00 13,166.95 134.30 13,032.659 13,032.65 651.63 13,684.28 139.58 13,544.7010 13,544.70 677.24 14,221.94 145.06 14,076.88

Cumulative $5,729.04 $1,652.16

A-1




EarningsInvestment


Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 547.66 $ 9,931.092 9,931.09 496.55 10,427.64 127.22 10,300.423 10,300.42 515.02 10,815.44 131.95 10,683.494 10,683.49 534.17 11,217.66 136.86 11,080.805 11,080.80 554.04 11,634.84 141.95 11,492.896 11,492.89 574.64 12,067.53 147.22 11,920.317 11,920.31 596.02 12,516.33 152.70 12,363.638 12,363.63 618.18 12,981.81 158.38 12,823.439 12,823.43 641.17 13,464.60 164.27 13,300.3310 13,300.33 665.02 13,965.35 170.38 13,794.97

Cumulative $5,673.56 $1,878.59




EarningsInvestment


Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 524.53 $ 9,954.222 9,954.22 497.71 10,451.93 103.47 10,348.463 10,348.46 517.42 10,865.88 107.57 10,758.314 10,758.31 537.92 11,296.23 111.83 11,184.405 11,184.40 559.22 11,743.62 116.26 11,627.366 11,627.36 581.37 12,208.73 120.87 12,087.867 12,087.86 604.39 12,692.25 125.65 12,566.608 12,566.60 628.33 13,194.93 130.63 13,064.309 13,064.30 653.22 13,717.52 135.80 13,581.7210 13,581.72 679.09 14,260.81 141.18 14,119.63

Cumulative $5,737.42 $1,617.79




EarningsInvestment


Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 563.74 $ 9,915.012 9,915.01 495.75 10,410.76 143.67 10,267.093 10,267.09 513.35 10,780.44 148.77 10,631.674 10,631.67 531.58 11,163.25 154.05 11,009.205 11,009.20 550.46 11,559.66 159.52 11,400.146 11,400.14 570.01 11,970.15 165.19 11,804.967 11,804.96 590.25 12,395.21 171.05 12,224.168 12,224.16 611.21 12,835.37 177.13 12,658.249 12,658.24 632.91 13,291.15 183.42 13,107.7310 13,107.73 655.39 13,763.12 189.93 13,573.19

Cumulative $5,629.66 $2,056.47




EarningsInvestment


Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 554.69 $ 9,924.062 9,924.06 496.20 10,420.26 134.42 10,285.843 10,285.84 514.29 10,800.13 139.32 10,660.814 10,660.81 533.04 11,193.85 144.40 11,049.455 11,049.45 552.47 11,601.92 149.66 11,452.266 11,452.26 572.61 12,024.87 155.12 11,869.757 11,869.75 593.49 12,463.24 160.78 12,302.468 12,302.46 615.12 12,917.58 166.64 12,750.949 12,750.94 637.55 13,388.49 172.71 13,215.7810 13,215.78 660.79 13,876.57 179.01 13,697.56

Cumulative $5,654.31 $1,956.75

A-2

AllianceBernstein International Value Fund



EarningsInvestment

After ReturnsHypotheticalExpenses*

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 558.71 $ 9,920.042 9,920.04 496.00 10,416.04 124.99 10,291.053 10,291.05 514.55 10,805.60 129.67 10,675.934 10,675.93 533.80 11,209.73 134.52 11,075.215 11,075.21 553.76 11,628.97 139.55 11,489.426 11,489.42 574.47 12,063.89 144.77 11,919.127 11,919.12 595.96 12,515.08 150.18 12,364.908 12,364.90 618.25 12,983.15 155.80 12,827.359 12,827.35 641.37 13,468.72 161.62 13,307.1010 13,307.10 665.36 13,972.46 167.67 13,804.79

Cumulative $5,672.27 $1,867.48




EarningsInvestment


Expenses

HypotheticalEnding

Investment

1 $10,000.00 $ 478.75 $10,053.75 $ 569.77 $ 9,908.982 9,908.98 495.45 10,404.43 149.82 10,254.613 10,254.61 512.73 10,767.34 155.05 10,612.294 10,612.29 530.61 11,142.90 160.46 10,982.445 10,982.44 549.12 11,531.56 166.05 11,365.516 11,365.51 568.28 11,933.79 171.85 11,761.947 11,761.94 588.10 12,350.04 177.84 12,172.208 12,172.20 608.61 12,780.81 184.04 12,596.779 12,596.77 629.84 13,226.61 190.46 13,036.1510 13,036.15 651.81 13,687.96 197.11 13,490.85

Cumulative $5,613.30 $2,122.45

* Expenses are net of any fee waiver or expense waiver for the first year. Thereafter, the expense ratio reflects the Fund’s operating expenses as re-flected under “Fees and Expenses of the Funds” before waiver.

A-3

For more information about the Funds, the followingdocuments are available upon request:

• Annual/Semi-Annual Reports to ShareholdersThe Funds’ annual and semi-annual reports to share-holders contain additional information on the Funds’ in-vestments. In the annual report, you will find a discussionof the market conditions and investment strategies thatsignificantly affected a Fund’s performance during its lastfiscal year.

• Statement of Additional Information (SAI)Each Fund has an SAI, which contains more detailed in-formation about the Fund, including its operations andinvestment policies. The Funds’ SAIs and the independentregistered public accounting firm’s report and financialstatements in each Fund’s most recent annual report toshareholders are incorporated by reference into (and arelegally part of) this Prospectus.

You may request a free copy of the current annual/semi-annual report or the SAI, or make inquiries concerning theFunds, by contacting your broker or other financial inter-mediary, or by contacting the Adviser:

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

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

Or you may view or obtain these documents from theCommission:

• Call the Commission at 1-202-942-8090 for in-formation on the operation of the Public ReferenceRoom.

• Reports and other information about the Fund are avail-able on the EDGAR Database on the Commission’s In-ternet site at http://www.sec.gov

• Copies of the information may be obtained, after payinga duplicating fee, by electronic request [email protected], or by writing the Commission’sPublic Reference Section, Washington DC 20549-0102

On the Internet: www.sec.gov

You also may find these documents and more informationabout the Adviser and the Funds on the Internet at:www.alliancebernstein.com.Fund SEC File No.

AllianceBernstein Value Fund . . . . . . . . . . . . . . . 811-10221AllianceBernstein Small/Mid Cap Value Fund . . 811-10221AllianceBernstein Growth and Income Fund . . . 811-00126AllianceBernstein Focused Growth & Income

Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 811-09687AllianceBernstein Balanced Shares . . . . . . . . . . 811-00134AllianceBernstein Utility Income Fund . . . . . . . . . 811-07916

Fund SEC File No.

AllianceBernstein Real Estate InvestmentFund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 811-07707

AllianceBernstein International Value Fund . . . . . 811-10221AllianceBernstein Global Value Fund . . . . . . . . . 811-10221

Privacy Notice (This information is not part of theProspectus.)

AllianceBernstein L.P., the AllianceBernstein Familyof Funds and AllianceBernstein Investments, Inc.(collectively, “AllianceBernstein” or “we”) under-stand the importance of maintaining the con-fidentiality of our customers’ nonpublic personalinformation. In order to provide financial productsand services to our customers efficiently and accu-rately, we may collect nonpublic personal in-formation about our customers from the followingsources: (1) information we receive from accountdocumentation, including applications or other forms(which may include information such as a customer’sname, address, social security number, assets and in-come) and (2) information about our customers’transactions with us, our affiliates and others(including information such as a customer’s accountbalances and account activity).

It is our policy not to disclose nonpublic personalinformation about our customers (or former custom-ers) except to our affiliates, or to others as permittedor required by law. From time to time, AllianceBern-stein may disclose nonpublic personal informationthat we collect about our customers (or formercustomers), as described above, to non-affiliatedthird party providers, including those that performprocessing or servicing functions and those that pro-vide marketing services for us or on our behalf pur-suant to a joint marketing agreement that requiresthe third party provider to adhere to AllianceBern-stein’s privacy policy. We have policies and proce-dures to safeguard nonpublic personal informationabout our customers (or former customers) whichinclude: (1) restricting access to such nonpublic per-sonal information and (2) maintaining physical, elec-tronic and procedural safeguards that comply withfederal standards to safeguard such nonpublicpersonal information.

PRO-RTMT-0103-0306

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