UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: | 811-21673 |
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
| (Exact name of registrant as specified in charter) |
| 1345 Avenue of the Americas, New York, New York | 10105 | |
| (Address of principal executive offices) | (Zip code) |
Joseph J. Mantineo
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
| (Name and address of agent for service) |
Registrant’s telephone number, including area code: (800) 221-5672
Date of fiscal year end: August 31, 2009
Date of reporting period: February 28, 2009
| ITEM 1. | REPORTS TO STOCKHOLDERS. |
SEMI-ANNUAL REPORT
AllianceBernstein Pooling Portfolios
U.S. Value
U.S. Large Cap Growth
Global Real Estate Investment
International Value
International Growth
Small-Mid Cap Value
Small-Mid Cap Growth
Short Duration Bond
Intermediate Duration Bond
Inflation-Protected Securities
High-Yield
February 28, 2009
Semi-Annual Report
Investment Products Offered
| • | Are Not FDIC Insured |
| • | May Lose Value |
| • | Are Not Bank Guaranteed |
The investment return and principal value of an investment in the Fund will fluctuate as the prices of the individual securities in which it invests fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For a free copy of the Fund’s prospectus, which contains this and other information, visit our web site at www.alliancebernstein.com or call your financial advisor or AllianceBernstein® at (800) 227-4618. Please read the prospectus carefully before you invest.
You may obtain performance information current to the most recent month-end by visiting www.alliancebernstein.com.
This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s web site at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) web site at www.sec.gov, or call AllianceBernstein at (800) 227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s web site at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P., the manager of the AllianceBernstein funds, and is a member of FINRA.
AllianceBernstein® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.
April 24, 2009
This report provides management’s discussion of fund performance for the AllianceBernstein Pooling Portfolios (collectively, the “Portfolios”; individually, the “Portfolio”) for the semi-annual reporting period ended February 28, 2009. Please note that effective November 24, 2008, AllianceBernstein Pooling Portfolios—Global Value Portfolio and Global Research Growth Portfolio have been liquidated.
The tables on pages 25-26 show each Portfolio’s performance for the six- and 12-month periods ended February 28, 2009, compared to their respective benchmarks. Additional performance can be found on pages 27-28. Each Portfolio’s benchmark is as follows: US Value Portfolio—Russell 1000 Value Index; US Large Cap Growth Portfolio—Russell 1000 Growth Index; Global Real Estate Investment Portfolio—Financial Times Stock Exchange (FTSE) European Public Real Estate Association (EPRA) National Association of Real Estate Investment Trusts (NAREIT) Global Real Estate (RE) Index; International Value Portfolio—Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index; International Growth Portfolio—MSCI EAFE Index and MSCI EAFE Growth Index; Small-Mid Cap Value Portfolio—Russell 2500 Value Index; Small-Mid Cap Growth Portfolio—Russell 2500 Growth Index; Short Duration Bond Portfolio—Merrill Lynch 1-3 Year Treasury Index; Intermediate Duration Bond Portfolio—Barclays Capital US Aggregate
Index; Inflation-Protected Securities Portfolio—Barclays Capital 1-10 Year Inflation Protected Securities (TIPS) Index; High-Yield Portfolio—Barclays Capital US High Yield 2% Issuer Cap.
US Value Portfolio
Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of US companies with relatively larger market capitalizations as compared to the overall US equity market. The Portfolio’s investment policies emphasize investment in companies that AllianceBernstein L.P.’s (the “Adviser’s”) Bernstein unit (“Bernstein”) determines to be undervalued. In selecting securities for the Portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power and dividend-paying capability are not reflected in the current market price of their securities. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities issued by US companies.
Investment Results
The Portfolio underperformed the benchmark, the Russell 1000 Value Index, for the six- and 12-month periods ended February 28, 2009, although both posted declines. Stock selection in financials and an underweight in utilities accounted for the largest drag on relative returns. Sector selection was a contributor to relative performance.
For the 12-month period, stock selection in financials and utilities
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accounted for most of the Portfolio’s underperformance. Global recession fears also undermined many of the Portfolio’s consumer-related holdings. In utilities the Portfolio’s underweight in outperforming electric utility stocks hurt. The US Value Investment Policy Group’s (the “Group’s”) extensive analysis of financial companies focused primarily on the Portfolio’s holdings’ ability to absorb significant economic losses resulting from deteriorating credit-market conditions. However, the Group clearly underestimated the severity and abruptness of mark-to-market losses and rating-agency downgrades that ultimately prevented these firms from accessing credit markets or raising equity without heavy dilution.
Market Review and Investment Strategy
US equities collapsed over the reporting period ended February 28, 2009, amid continuing disarray in the global credit markets and a deepening recession. Growth stocks outperformed value stocks during both six- and 12-month periods.
The Group follows a central tenet of seeking to keep Portfolio risk in-line with the value opportunities it identifies. The Portfolio seeks to capture value while controlling tracking error. The Group selects about 150 large-cap US stocks, emphasizing the most attractively valued companies and industries by identifying companies priced below their long-term earnings power. The Group applies quantitative tools to control risk. Amid growing financial and economic
uncertainty, US markets remain highly volatile. Investor anxieties are evident in the Group’s measure of the value opportunity—the discount to fair value—which has widened dramatically over the past fiscal year to near-historical highs. As the Group knows from successfully managing the Portfolio through past crises, if the analysis of long-term earnings power remains focused, continues to balance opportunity against the risks entailed and applies the Portfolio’s time-tested value philosophy and portfolio-management techniques, the strategy may over time recapture its losses. Accordingly, the Portfolio reflects a balanced exposure to stocks across sectors that offer compelling value opportunities identified by the Group’s research.
US Large Cap Growth Portfolio
Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in equity securities of US companies with relatively larger market capitalizations as compared to the overall US equity market. The Portfolio focuses on a relatively small number of large, intensively researched US companies that the Adviser believes have strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects.
Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities issued by large-cap US companies. For these purposes, “large-cap US companies” are those that, at the time of investment, have market capitalizations
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within the range of market capitalizations of companies appearing in the Russell 1000 Growth Index. While the market capitalizations of companies in the Russell 1000 Growth Index ranged from $30 million to almost $392 billion as of October 31, 2008, the Portfolio normally will invest in common stocks of companies with market capitalizations of at least $5 billion at the time of purchase.
The Adviser relies heavily on the fundamental analysis and research of its internal research staff to select the Portfolio’s investments. The Adviser looks for companies whose substantially above average prospective earnings growth is not fully reflected in current market valuations.
Investment Results
The Portfolio outperformed the benchmark, the Russell 1000 Growth Index, for the six-month period ended February 28, 2009, although both posted declines. The Portfolio benefitted from favorable relative performance from a number of health care stocks and a significant overweight position in the sector. Within consumer discretionary, sector allocation was neutral for the six-month period, but favorable stock selection boosted relative performance. Relative stock selection in the materials sector contributed to relative returns as well. Technology and energy holdings along with an overweight position in the financials sector detracted from relative returns.
For the 12-month period ended February 28, 2009, the Portfolio
outperformed the benchmark, although again, both posted negative returns. During the period, capital markets became more risk averse in the face of rapidly deteriorating global economic growth. Benefitting relative returns was a significant overweight in the health care sector, coupled with favorable stock selection, with six of the top ten contributing stocks coming from the health care sector. Positive positioning and relative stock selection in the consumer discretionary sector as well as favorable stock selection in the materials sector also contributed to relative returns. In the financials sector, an overweight position and unfavorable stock selection in the sector detracted the most from performance, along with unfavorable stock selection in the information technology sector.
Market Review and Investment Strategy
The period ended February 28, 2009, was marked by a wholesale flight to safety in the capital markets as evidence mounted that a global economy was entering a recession. The Standard & Poor’s (S&P) 500 Stock Index’s return for 2008 was the worst single year in the reported history of the index. No equity sector was spared from 2008’s broad downturn as every sector of the market declined in the quarter. During the period, consumer staples stocks plunged the least, while energy and financials fared worst. Volatility and risk aversion intensified as panicky investors overwhelmingly based decisions on an urgent desire to flee any hint of risk.
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In short, economies and financial markets are stuck in a vicious cycle. Fears of an economic depression are accelerating the deleveraging in financial markets. As a result, credit is tightening, and consumers, corporations and municipal governments are spending less, which slows the economy further. But the cycle can be broken. While the current crisis is as severe as any in modern history, the magnitude and global scope of the policy response in both developed and developing economies is unparalleled. Some market adjustments in progress include major fiscal stimulus plans, aggressive monetary easing, government guarantees of bank deposits and liabilities, a plunge in oil prices and lower interbank lending rates.
Certainly, the current economic conditions are grim. Unemployment has been rising quickly and credit markets are still not functioning properly. Given the difficult environment and reduced earnings visibility for many of the companies in the S&P 500 Stock Index, the Portfolio’s US Large Cap Growth Investment Team (the “Team”) has positioned the Portfolio conservatively. The Team has focused on companies with relative earnings stability such as those in the health care and consumer staples sectors. During the period, the Portfolio remained underweight in those sectors with the greatest amount of economic sensitivity. This positioning proved prudent, as the Portfolio’s overweight in health care was a leading contributor to performance for both six- and 12-month periods.
Global Real Estate Investment Portfolio
Investment Objective and Policies
The Portfolio seeks total return from a combination of income and long-term growth of capital. The Portfolio invests primarily in equity securities of real estate investment trusts, or REITs, and other real estate industry companies, such as real estate operating companies, or REOCs. Under normal circumstances, the Portfolio invests at least 80% of its net assets in these types of securities. The Portfolio’s investment policies emphasize investment in real estate companies Bernstein believes have strong property fundamentals and management teams. The Portfolio seeks to invest in real estate companies whose underlying portfolios are diversified geographically and by property type. The Portfolio may invest up to 20% of its total assets in mortgage-backed securities, which are securities that directly or indirectly represent participations in, or are collateralized by and payable from, mortgage loans secured by real property. The Portfolio has many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors affecting the real estate market. In addition, REITs are dependent on the capability of their managers, may have limited diversification and could be significantly affected by changes in tax laws.
Investment Results
The Portfolio outperformed the benchmark, the FTSE EPRA/NAREIT Global RE Index for the
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six- and 12-month periods ended February 28, 2009. The Portfolio and the benchmark posted negative returns for both periods. Performance versus the benchmark was driven by favorable security selection, sector and country exposure.
During the six-month period, global economic growth experienced a marked decline as the financial crisis continued to evolve. The failure or near failure of a number of prominent US and UK financial institutions underscored the severity of this economic cycle. The growing contagion of the crisis to credit and equity markets around the world also intensified for the period, and a massive reduction in the financial leverage of the private sector and a retrenchment of global consumers is now being experienced. As a consequence, world economies appear to have entered a synchronized downturn. It is not possible to determine the ultimate impact of the crisis on real estate fundamentals; however, the Portfolio’s REIT Investment Policy Group (the “Group”) believes it will be negative to commercial real estate demand, and has continued to position the Portfolio to withstand a prolonged period of subpar economic growth and reduced liquidity availability.
Absolute returns of real estate securities were poor for the reporting period due to investor anxiety related to dysfunctional capital markets, liquidity shortages and recession fears. However, defensive positioning focused on diversification and exposure to companies with a reliable
cash flow stream helped drive the Portfolio’s outperformance compared to the benchmark.
During the six-month period, security selection in the retail and diversified sectors drove performance. In the US, Europe and Brazil, the Group has been able to identify attractively valued companies in segments of the retail markets where fundamentals are stronger and cash flows can be expected to be relatively more resilient. For example, the Portfolio holds and overweights a position in an owner of retail factory outlets which offers an attractive value proposition to well-known brands that can retail their products, incurring occupancy costs that are much lower than in regional malls or strip malls. Consumers like this retail format because they can find their favorite brands at a lower price point than in the malls, so consumer traffic has been positive. In addition, the company has been very conservative in managing its balance sheet and enjoys no maturities of significance over the next two years. Some of the Portfolio’s investments in European retail REITs also performed well, supported by solid supply fundamentals, stable demand, rent indexation (CPI or other indicative index of general price increase which rents are indexed to) and a conservative capital structure complemented with a robust interest coverage ratio.
Some of the Portfolio’s US and HK investments with exposure to development businesses were key detractors from performance for the
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six-month period. These companies were penalized by the market on the expectation that they will suffer volume declines during the current economic downturn. While the Group is of a view that the earnings may be weaker in the near future, the strength of their development platforms and balance sheet should support these companies’ ability to navigate successful through the downturn. HK residential developers, in particular, have suffered from investor fears related to layoffs and retrenchment of the financial services sector, which figures prominently as a driver of HK’s economy. The Group believes that, with a solid supply-demand backdrop, demand for apartments will revive once the economy stabilizes and household confidence improves.
In addition to retail exposures described above, the Portfolio’s US health care positions also contributed to relative performance for the 12-month period ended February 28, 2009. Health care REITs own real estate that is leased to nursing homes, assisted living, independent living and hospital operators, in addition to specialized office space leased as medical offices. Most of the contracts with health care operators are structured on a “triple net basis” where the tenant pays for insurance, taxes and maintenance. This reduces the risk to the owner and increases the reliability of the income stream. Cash-flow consistency has become very attractive to investors as risk aversion has increased. Facility occupancies have stabilized for the assisted living and
independent living subsectors of health care real estate, and business fundamentals are stable. Generally, as investor fears of the impact of US housing declines on seniors’ enrollment in assisted living and nursing home facilities diminished, sentiment toward health care real estate stocks improved and health care real estate stocks outperformed.
US niche investments also positively contributed for the period. For example, the Portfolio’s overweight position in a company that invests in, repositions and develops data-center specialized real estate was a contributor. This space demands custom structural design, power supply and climate control. Favorable fundamentals in this market niche suggest that it may be less affected by the cyclical downturn. Canadian REITs also contributed to performance as relative to other countries: liquidity and financing availability has been greater in Canada, underpinned by a banking system that appears to have fared better during this credit crisis. For the 12-month period, security selection in HK lagged the benchmark. In this region, companies that combine development activities with more stable rental property business detracted from relative performance as low risk appetite prevailed in the global equity markets and investors, fearing the impact of a global liquidity squeeze, were particularly anxious about development strategies where cash flows are less reliable than in the own-to-lease businesses.
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Market Review and Investment Strategy
The decline in global real estate markets was pronounced for both the six- and 12-month periods ended February 28, 2009, with the FTSE EPRA/NAREIT Global RE Index declining -55.35% and -59.53%, respectively. Most of the decline experienced by the index materialized in the six-month period, as the impact and severity of the credit turmoil escalated and risk aversion among investors intensified. During the latter part of the 12-month period, concerns about the impact of the credit cycle on consumers, economic growth and real estate valuations dominated capital markets sentiment and contributed to high equity volatility. The global credit squeeze has been felt across markets as the cost of borrowing has increased and availability of credit has diminished in most major markets.
While fundamentals vary by region of the world and by property type, in general, new commercial real estate construction during the period has been subdued, partly due to high construction costs. As a result, commercial real estate has entered the downturn with robust occupancy rates, a manageable supply of new space in the pipeline and in-place rents which, in many cases, are below prevailing market rents (thus giving some owners an opportunity to increase cash flows as leases expire and new rents are set).
The Group believes the Portfolio is well positioned to withstand a period of turmoil. Stock selection emphasizes
companies with ample dividend coverage, reasonable leverage and high-quality tenants. The Portfolio’s global scope should allow the Group to uncover new opportunities while focusing on stocks unduly penalized by the market turmoil, attractively valued stocks in markets less affected by the credit crisis, and niche segments where demand dynamics are relatively insulated from the ongoing demand slowdown.
International Value Portfolio
Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of established companies selected from more than 40 industries and from more than 40 developed and emerging market countries. The Portfolio’s investment policies emphasize investment in companies that Bernstein determines to be undervalued. In selecting securities for the Portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power is not reflected in the current market price of their securities.
Investment Results
The Portfolio underperformed the benchmark, the MSCI EAFE Index, for the six- and 12-month periods ended February 28, 2009, although both posted declines. For both periods, underperformance was due primarily to negative security selection, and hurt most by the Portfolio’s financial holdings. Security selection in the capital equipment sector also hurt relative performance during both
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periods, though to a lesser degree. Sector selection was negative for both periods, hurt by the Portfolio’s overweight of the industrial commodities sector.
The stocks the Portfolio owns, often characterized by uncertainty over their near-term prospects, tend to outperform in the long run. In periods of heightened risk aversion, however, investors shun these stocks. Thus, stock selection was negative across most sectors, as low-priced stocks underperformed almost everywhere. While the International Value Investment Policy Group’s (the “Group’s”) analysis of financial companies was extremely detailed, it focused on their ability to absorb severe credit losses. The Group underestimated the impact that an extended period of risk aversion would have on the liquidity of credit markets, where some of the Portfolio’s holdings faced severe refinancing risks. Nor did the Group foresee how regulators and ratings agencies would react to these conditions.
Market Review and Investment Strategy
Global equity markets have declined during the period ended February 28, 2009, following turmoil in the financial system that threatened to plunge the global economy into a deep and prolonged recession. Global industrial production is plummeting, unemployment is rising quickly, and credit markets remain nearly frozen. The US led much of the developed world into recession, while emerging-market economies that have powered global
growth in recent years, such as China, have also slowed sharply.
The Group follows a central tenet of seeking to keep portfolio risk in-line with the value opportunities it identifies. The Portfolio selects attractively valued stocks by using rigorous research to identify companies priced below the long-term earnings power. After a lengthy period of compression, valuation spreads have widened. The Group continues to take advantage of investor overreaction to economic and industrial stresses, using its deep research capabilities to look for investment opportunities arising from current market volatility.
International Growth Portfolio
Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in an international portfolio of equity securities of companies located in both developed and emerging market countries. The Portfolio’s investment process relies upon comprehensive fundamental company research produced by the Adviser’s large research team of analysts covering both developed and emerging markets around the globe. Research-driven stock selection is expected to be the primary driver of returns relative to the Portfolio’s benchmark and other decisions, such as country selection, are generally the result of the stock selection process. The Portfolio invests, under normal circumstances, in the equity securities of companies located in at least three countries (and normally substantially more) other than the United States.
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Investment Results
The Portfolio’s broad-based benchmark has changed from the MSCI AC World Index (Ex-US) to the MSCI EAFE Index. The former benchmark includes both developed (other than the US) and emerging markets in its performance calculations. The Portfolio does not make substantial investments in emerging markets. The MSCI EAFE Index is a more appropriate broad-based benchmark for the Portfolio since it has minimal emerging markets exposure and also excludes the performance of US issuers. Performance of the MSCI EAFE Growth Index as a secondary benchmark for the Portfolio is also included.
The Portfolio underperformed the MSCI EAFE Growth Index and the MSCI EAFE Index for the six- and 12-month periods ended February 28, 2009; both benchmarks and the Portfolio posted declines. For the six-month period, an overweight in health care and an underweight in technology relative to the benchmark most benefited performance, as did solid stock selection in energy, consumer staples and health care. These benefits however, were offset by poor stock selection in financials, materials and utilities.
For the 12-month period, performance was negatively impacted by poor stock performance in the financials, materials and industrials sectors. This underperformance overwhelmed the performance of stocks in the consumer staples and energy sectors. Returns were helped by an overweight in
health care relative to benchmark that performed well versus an underweight in technology that did poorly.
Market Review and Investment Strategy
Equity markets have continued to decline during the period ended February 28, 2009. 2008 was a challenging year for equity investors, as fears about the health of the global economy and the impact it would have on corporate earnings, translated into collapsing stock prices. The six-month period ended February 28, 2009, was dominated by concerns about financial market contagion. As the credit crisis evolved, the economic environment deteriorated and investors began to shun risky assets in favor of safety, certainty and security. This wholesale flight to safety reached a climax toward the end of 2008, as further evidence of the severity of the global slowdown emerged. The International Growth Portfolio Oversight Group (the “Group”) expected a slowdown, but was surprised by its severity, the speed with which it occurred and the financial turmoil it created. Sentiment has been badly affected, and this is likely to have a continued detrimental impact on activity and therefore corporate prospects.
Governments everywhere have been quick to realize this, and elicited a massive policy response, designed to restore calm to troubled markets and sow the seeds of an eventual recovery. The Group believes this will work. The Portfolio has consequently been adjusted so as to increase exposure to stable growth companies that have
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strong balance sheets and reliable revenue streams that may better help them weather the current storm. This has been balanced with exposure to companies that the Group believes are likely to be early beneficiaries of a recovery. Although the market upheaval has been painful to equity investors generally, and to the Portfolio in particular, the Group believes that the Portfolio is well positioned to do well in the rebound it expects. The Group is convinced that during turbulent times, like now, it is important to maintain investment discipline and keep true to one’s process, as this should increase the chances of achieving investment success. The Portfolio’s overall investment strategy, with a focus on research driven stock selection, remains intact. During the reporting period, the Group continued to place emphasis on companies it believes will exhibit future growth rates that exceed the market’s expectations. The Portfolio continues to hold diversified stocks which exhibit positive relative earnings potential and price momentum characteristics, with strong representation in both developed and emerging markets, and in a wide array of economic sectors.
Small-Mid Cap Value Portfolio
Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities of small- to mid-capitalization US companies, generally representing 60-110 companies. For these purposes, “small- and mid-cap companies” are
those that, at the time of investment, fall within the capitalization range between the smallest company in the Russell 2500 Value Index and the greater of $5 billion or the market capitalization of the largest company in the Russell 2500 Value Index. Under normal circumstances, the Portfolio invests at least 80% of its net assets in these types of securities. The Portfolio’s investment policies emphasize investment in companies that Bernstein determines to be undervalued. In selecting securities for the Portfolio, Bernstein uses its fundamental research to identify companies whose long-term earnings power is not reflected in the current market price of their securities. The Portfolio may also invest up to 20% of its total assets in equity securities issued by non-US companies.
Investment Results
The Portfolio underperformed the benchmark, the Russell 2500 Value Index, for the six- and 12-month periods ended February 28, 2009, although both posted declines. Underperformance was driven primarily by adverse stock selection for both periods.
For the six-month period, the Portfolio’s underperformance occurred between September and November 2008, as investor anxiety over the economy and the state of the capital markets worsened. Underperformance was driven primarily by adverse stock selection which was spread across a number of sectors but concentrated in stocks with more cyclical exposure, such as industrial commodities and
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capital equipment. Stock selection was also a detractor in utilities, as a result of concerns over capital markets access for some of the Portfolio’s holdings in the sector. Stock selection in financials was a relative contributor for the period, as several of the Portfolio’s insurance and bank holdings benefited from having more stable investment and loan portfolios and investors sought companies where there was less risk of losses and eroding book value. Sector selection was modestly negative as beneficial overweights in technology and consumer staples were offset by an underweight in utilities. Holdings in the utilities sector showed strong relative performance as investors sought more defensive names as anxiety over the economy increased.
For the 12-month period ended February 28, 2009, many of the same themes emerged which is not surprising given the powerful volatility and performance trends that emerged over the second half of 2008. Sector selection was essentially neutral as the Portfolio’s overweight position in consumer staples and underweight position in financials were offset by an underweight in utilities. Adverse stock selection was again broadly based as returns to value and quality factors were muted or negative over the 12-month period. Again, it was more pronounced in sectors with more economic exposure—such as capital equipment and industrial resources. Stock selection in financials continued to be the Portfolio’s strongest relative contributor.
Market Review and Investment Strategy
Investor anxiety over depressed global economic growth and continued financial contagion for the period ended February 28, 2009, has deepened the value opportunity in smaller cap markets. The Small/Mid Cap Value Investment Policy Group (the “Group”) seeks to capture a diverse array of compelling opportunities—including many in cyclical industries—while guarding against the risk of a prolonged economic downturn. The effects of investors’ indiscriminate sell-off of any stock with perceived exposure to the global economy and the distorting influence of hedge-fund delevering—which disproportionately benefited smaller stocks, especially in the third quarter of 2008—have created a higher quality and larger cap bias to this opportunity in the smaller cap universe. As a result, the Group has increased both the quality and relative market cap within the Portfolio, while keeping valuations attractive.
The opportunity is also remarkably diverse, spanning many industries and sectors. However, since companies and sectors sensitive to the economic cycle performed worse in 2008, many have become very attractively valued. Over the fourth quarter and into 2009, the Group has increased the Portfolio’s exposure to sectors such as energy and technology while reducing exposure to financials. In the Group’s analysis, investors have overreacted to the threats posed by the financial crisis and recession; many cyclicals today are valued as if their earnings will never recover. But recessions end, credit
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markets ease and companies address their problems. Thus historically, cyclical stocks purchased when investor anxiety was acute have rebounded hugely after past downturns have eased.
Even with the pullback in oil prices, the Group remains sensitive to the fact that the causes of investor anxiety, fears over ongoing financial contagion and slowing economic growth, may continue for some time. Further, the risk from this prolonged anxiety—that companies with perceived exposure to the consumer and the economy will underperform—is higher than average in the short term. Offsetting this risk somewhat, in the Group’s view, is the quality and business model strength of the companies it’s adding to the Portfolio. The Group believes this will allow the Portfolio to navigate the current environment and in many cases emerge stronger as weaker competitors fall by the wayside. Further, the Group feels that the longer-term return potential for these companies is compelling given their current valuations and have begun adding them to the Portfolio where the Group believes that the risk is justified by the potential returns.
Small-Mid Cap Growth Portfolio
Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests primarily in a diversified portfolio of equity securities with relatively smaller market capitalizations as compared to the overall US equity market. Under normal circumstances, the Portfolio invests at least 80% of its net assets in
small- and mid-cap companies. For these purposes, “small- and mid-cap companies” are those that, at the time of investment, have market capitalizations in the greater of the range of companies constituting the Russell 2500 Growth Index or between $1 and $6 billion. The market caps of companies in the Russell 2500 Growth Index ranged from $10 million to $6.1 billion as of October 31, 2008. Because the Portfolio’s definition of small- to mid-cap companies is dynamic, the upper limit on market capitalization will change with the markets.
Normally, the Portfolio invests in US companies that the Adviser believes have strong management, superior industry positions, excellent balance sheets and superior earnings growth prospects. The Adviser relies heavily on the fundamental analysis and research of its internal research staff to select the Portfolio’s investments. The Portfolio may also invest up to 20% of its total assets in equity securities issued by non-US companies.
Investment Results
The Portfolio outperformed the benchmark, the Russell 2500 Growth Index, for both the six- and 12-month periods ended February 28, 2009, although the Portfolio and the benchmark suffered sharp declines during both periods. A wholesale flight to safety intensified throughout the six-month period, as evidence mounted that the global economy was entering a recession. Weakness was widespread, with all sectors posting declines in excess of 30% during both the six- and 12-month periods.
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Stock selection in the consumer/commercial services sector was the largest positive contributor in both six- and 12-month periods, which more than offset disappointing relative returns in the industrial and health care sectors. Favorable sector allocations also provided a modest boost throughout both periods, as the Portfolio benefited from an underweight in the very poor-performing industrials sector and an overweight in health care throughout much of the reporting period.
Market Review and Investment Strategy
For the reporting period ended February 28, 2009, US equities, as represented by the S&P 500 declined sharply, as global growth slowed and the financial crises came to a head. The biggest declines came during the three-month period following the demise of Lehman Brothers, as investors appetite for risk virtually disappeared. Small- and mid-cap growth investors suffered even greater declines given the generally riskier profile of smaller-capitalization stocks.
Sector allocations within the Portfolio changed modestly for the six-month period under review, as the Portfolio’s Small Cap Growth Investment Team (the “Team”) moved its consumer/commercial services exposure from slightly below benchmark to a sizeable overweight in the latter part of the reporting period. These purchases were funded by shifting from a marketweight in health care to an underweight, and an elimination of an overweight in technology. The Portfo-
lio’s largest overweights as of February 28, 2009, were consumer/commercial services and energy; the largest underweights were industrials and health care. Worth noting, active sector exposures have been reined in to below average levels, as the Team seeks to manage Portfolio risk in the currently volatile environment. Consistent with the Team’s discipline, investments throughout the reporting period emphasized companies whose earnings growth potential had been underestimated by the marketplace.
Short Duration Bond Portfolio
Investment Objective and Policies
The Portfolio seeks a moderate rate of income that is subject to taxes. The Portfolio invests primarily in investment-grade, US Dollar-denominated fixed-income securities. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. The Portfolio seeks to maintain a relatively short duration of one to three years under normal market conditions. The Portfolio may invest in many types of fixed-income securities, including corporate bonds, notes, US Government and agency securities, asset-backed securities, mortgage-related securities and inflation-protected securities, as well as other securities of US and non-US issuers.
Investment Results
The Portfolio underperformed the benchmark, the Merrill Lynch 1-3 Year Treasury Index, for the six- and 12-month periods ended February 28, 2009. A broad liquidity
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crisis stemming from the credit crunch contributed to underperformance. Treasury yields fell and spreads widened across all fixed-income markets. Detracting from the Portfolio’s relative performance for both periods was an underweight in US government debt as well as exposure to agency MBS, agency debt, commercial mortgage-backed securities (CMBS), subprime-related ABS and Alt-A mortgage (home loans made with less than full documentation) securities, which all underperformed treasuries. (Leverage did not have any meaningful impact on performance.)
Market Review and Investment Strategy
For the reporting period ended February 28, 2009, the spreading financial crisis and its impact on the global economy drove fixed-income yield spreads sharply wider. Investor risk aversion significantly increased as economic data pointed to a continued deteriorating economy. During the reporting period the US Federal Reserve (the “Fed”) responded to the crisis with multiple interest rate cuts, which aimed to restore confidence in the financial markets and put the economy on firmer footing. The Fed funds rate was reduced by a total of 200 basis points (bps) for the reporting period, leaving the interest rate at between 0.0% and 0.25% at the end of the reporting period.
There was heightened demand for US Treasuries during the semi-annual period as investors sought less-risky assets in light of the subprime market volatility. US Treasury holdings
outperformed spread sectors on both an absolute and duration-adjusted basis for the period. Shorter-term yields fell most, with two-year yields losing 140 bps to yield 0.98% while the ten-year yield lost 80 bps to end the period at 3.02%. Longer-maturity (15+ year) US Treasuries at 9.40% outperformed both shorter-term (1-3 Year) US Treasuries at 3.05% and Intermediate-term (5-10 Year) US Treasuries at 6.88% during the six-month period, according to Merrill Lynch. The US Investment Grade/Liquid Markets/Structured Products Investment Team (the “Team”) significantly increased the Portfolio’s weighting in MBS while also adding exposure to investment-grade corporates and agency debentures. The Team reduced the positions in subprime asset-backed securities (ABS) and non-agency mortgages for the period under review.
Intermediate Duration Bond Portfolio
Investment Objective and Policies
The Portfolio seeks a moderate to high rate of income that is subject to taxes. The Portfolio may invest in many types of debt securities including corporate bonds, notes, US Government and agency securities, asset-backed securities, mortgage-related securities, and inflation-protected securities as well as other securities of US and non-US issuers. Under normal circumstances, the Portfolio invests at least 80% of its net assets in fixed-income securities. The Portfolio seeks to maintain a relatively longer duration of three to six years under normal market conditions. The Portfolio may
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invest up to 20% of its total assets in debt securities denominated in currencies other than the US Dollar. The Portfolio may also invest up to 20% of its assets in hybrid instruments, which have characteristics of futures, options, currencies and securities.
Investment Results
The Portfolio underperformed the benchmark, the Barclays Capital US Aggregate Index, for the six- and 12-month periods ended February 28, 2009. For both periods the following positions detracted from performance: underweights in Treasuries and agencies; exposure to subprime-related ABS and Alt-A mortgage securities; overweights in investment-grade corporates and CMBS; and positions in high-yield and emerging markets. The Fund’s exposure to subprime-related ABS and Alt-A mortgage securities detracted from performance despite their AAA and AA ratings. Leverage did not impact performance for either six- or 12-month period.
Market Review and Investment Strategy
The spreading financial crisis and its impact on the global economy drove fixed-income yield spreads sharply wider during the reporting period ended February 28, 2009. Investor risk aversion significantly increased as economic data pointed to a continued deteriorating economy. During the reporting period the US Federal Reserve responded to the crisis with multiple interest rate cuts, which aimed to restore confidence in the financial markets and put the economy on firmer footing. The Fed funds rate
was reduced, leaving the interest rate between 0.0% and 0.25% at the end of the reporting period.
There was heightened demand for US Treasuries during the reporting period as investors sought less-risky assets in light of the credit crisis market volatility. For the six-month period, US Treasury holdings outperformed spread sectors on both an absolute and duration adjusted basis. During the period, shorter-term yields fell most, with two-year yields losing 140 bps to yield 0.98%, while the ten-year yields lost 80 bps to end the period at 3.02%. According to Merrill Lynch, longer maturity (15+ year) US Treasuries, which returned 9.40% outperformed both shorter-term (1-3 Year) Treasuries at 3.05% and Intermediate-term (5-10 Year) US Treasuries at 6.88% during the six-month period
During the six-month period the Portfolio’s US Investment Grade: Core Fixed Income Team (the “Team”) continued to underweight Treasuries and agencies in favor of overweight allocations to the corporate sector and in AAA-rated super-senior commercial mortgage-backed securities. In the Team’s view, these sectors represent an outstanding opportunity for investors to benefit from attractive excess returns over government bonds. Current valuations in investment-grade corporates are at the widest levels since the Depression, and imply a default rate nearly four times investment-grade defaults’ experience during that period. While the breadth and depth of the global slowdown is
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unknown, and the recovery—for both the credit markets and the economy—will take time, worst-case scenarios, coupled with significant liquidity premiums, are priced into today’s valuations. As risk aversion begins to abate and valuations align with fundamentals, the Team believes investment-grade corporates and CMBS should again outperform.
Inflation-Protected Securities Portfolio
Investment Objective and Policies
The Portfolio seeks a total return that exceeds the rate of inflation over the long term with income that is subject to taxes. The Portfolio invests primarily in US Dollar-denominated inflation-protected securities. Under normal circumstances, the Portfolio invests at least 80% of its net assets in inflation-protected securities. The Portfolio’s investments in inflation-protected securities include inflation-protected debt securities of varying maturities issued by US or non-US governments, their agencies or instrumentalities and by corporations, and inflation derivatives. The Portfolio seeks to maintain a duration within three years (plus or minus) of the duration of the Barclays Capital US 1-10 Year TIPS Index, which as of October 31, 2008, was 3.04 years.
Assets not invested in inflation-protected securities may be invested in other types of debt securities, including corporate bonds, notes, US Government and agency securities, asset-backed securities, and mortgage-related securities as well as other securities of US and non-US issuers.
Investment Results
The Portfolio modestly underperformed the benchmark, the Barclays Capital 1-10 Year TIPS Index, for the six- and 12-month periods ended February 28, 2009, although both posted declines. For both periods, the Portfolio’s longer duration relative to the index contributed to the underperformance. For the six-month reporting period, TIPS real yields rose, especially in the short-term as the TIPS real yield curve flattened and negatively impacted performance. The inflation accrual for the six-month period was -7.8% on an annualized basis, resulting in a negative absolute return for the Portfolio.
Market Review and Investment Strategy
For the period ended February 28, 2009, the credit crisis entered a new and more menacing phase late in the year with fear of counterparty risk paralyzing interbank lending. The inability to access capital led to a crisis for financial institutions, causing the failure of Lehman Brothers, prompting rapid-fire acquisitions, driving long-standing independent firms to merge and forcing the government to intervene. Extreme risk aversion that seized the markets following the September 2008 bankruptcy of Lehman Brothers accelerated into the fourth quarter of 2008 as massive global deleveraging continued. Tumult in the financial markets bled into the real economy, in the US and across the globe. Economic data for virtually every country showed sharp if not historic declines. Investors flocked to the safety of governments and credit
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markets sold off violently. The yield on US Treasury bills even reached near zero, showing that investors were willing to forgo a return on their investment in exchange for a safe place to park their cash. While global government bond yields hit or neared record lows, yield spreads on investment-grade corporate bonds shot to peaks unseen since the 1930s, and the MSCI World Index declined -40.71% for the full year 2008 in US dollars—the worst annual loss since the equity benchmark’s inception in 1970.
The drumbeat of negative economic news continued into 2009 as global equity markets declined further. The US unemployment rate surged to its highest level in 25 years as payrolls fell and the unemployment rate jumped to 8.1%. The housing market continued to struggle and the Commerce Department reported that US gross domestic product (GDP) fell by -6.3% in the fourth quarter of 2008. In response to the financial and economic crisis central banks lowered rates, governments pledged record fiscal stimulus and the Obama administration announced several government sponsored programs to aid homeowners and restore the flow of credit to consumers and small businesses.
US Treasuries posted a solid return of 5.67% for the six month reporting period benefiting from a flight to quality. US Treasury yields fell sharply across the maturity spectrum with shorter term yields falling most. The two-year yield declined 140 bps to end the period at 0.97%, while the ten
year yield declined 80 bps to end the period at 3.01%. The yield curve steepened 60 bps between the two and ten year yield. TIPS as represented by the benchmark posted an absolute return -6.73% for the six-month period. Ten-year TIPS underperformed comparable maturity Treasuries by approximately 1,183 bps.
High-Yield Portfolio
Investment Objective and Policies
The Portfolio seeks a high total return by maximizing current income and, to the extent consistent with that objective, capital appreciation. The Portfolio invests primarily in high-yield debt securities. Under normal circumstances, the Portfolio invests at least 80% of its net assets in these types of securities. The Portfolio invests in high-yield, below investment-grade debt securities, commonly known as “junk bonds.” The Portfolio seeks to maximize current income by taking advantage of market developments, yield disparities, and variations in the creditworthiness of issuers.
Investment Results
The Portfolio underperformed the benchmark, the Barclays Capital US High Yield 2% Issuer Cap Index, for the six- and 12-month periods ended February 28, 2009, although both posted declines. For both periods the Portfolio’s industry allocation detracted from relative performance, while security selection was positive. An overweight in financial-related holdings and an underweight in consumer noncyclicals were primary detractors from performance. The Portfolio’s overweight in telecommunications, which
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outperformed, contributed positively. Security selection within electric and energy holdings was positive, while media and automotive security selection detracted for both periods. The Portfolio’s use of leverage also detracted for the six- and 12-month periods.
Market Review and Investment Strategy
The credit crisis intensified for the periods ended February 28, 2009, with fear of counterparty risk paralyzing interbank lending. The inability to access capital led to a crisis for financial institutions, causing the failure of Lehman Brothers in September 2008, prompting rapid-fire acquisitions, driving long-standing independent firms to merge and forcing government intervention. The extreme risk aversion that seized the markets in September accelerated into the fourth quarter of 2008, as massive global deleveraging continued. Tumult in the financial markets bled into the real economy, both in the US and across the globe. Economic data for virtually every country showed sharp if not historic declines. Investors flocked to the safety of governments and credit markets sold off violently. The yield on US Treasury bills even reached near zero, showing that investors were willing to forgo a return on their investment in exchange for a safe place to park their cash. While global government bond yields hit or neared record lows, yield spreads on investment-grade corporate bonds shot to peaks unseen since the 1930s, and the MSCI World Index, which measures global developed market
equity performance, declined 40.71% for the full year 2008 in US dollars—the worst annual loss since the equity benchmark’s inception in 1970.
The drumbeat of negative economic news continued for the reporting period ended February 28, 2009, as global equity markets declined further. The US unemployment rate surged to its highest level in 25 years as payrolls fell; the unemployment rate jumped to 8.1%. The housing market also continued to struggle. In response to the financial and economic crisis central banks lowered rates, governments pledged record fiscal stimulus and the Obama administration announced several government-sponsored programs to aid homeowners and restore the flow of credit to consumers and small businesses.
US high-yield debt followed the equity markets lower during the reporting period and turned in its worst annual performance on record for the calendar year 2008. For the six-month period, high-yield returned -21.50%, according to the Barclays Capital US High Yield 2% Issuer Cap Index. Spreads almost doubled, moving from 778 bps to 1,524 bps by period end. By quality tier, lower-rated high-yield debt significantly underperformed higher-rated debt. By industry, banking, brokerage, automotive, gaming and building materials were among the worst performing industries adversely affected by the significant economic downturn.
Wider high-yield spreads from market turmoil have created opportunities;
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however, uncertainty regarding investors’ appetite for risk remains a concern. With the continuing credit crisis and recession, the Portfolio’s Global Credit Investment Team (the “Team”) does expect defaults to increase from the historic lows of the past few years. However, a lot of “bad news” is already reflected in security prices. Recovery in the second half of 2009 will depend on a variety of factors, but most critical will be whether consumers and businesses respond to economic incentives and start to take on risk. While there are some unusual
and unique features in this downturn that have resulted in a particularly hard landing, the Team believes that forces for an eventual recovery are being marshaled. Central banks have slashed interest rates, governments have pledged record fiscal stimulus, programs are being enacted to loosen credit and corporations are liquidating their inventories. In the Team’s view, therefore, even if the tough environment creates a worse-than-expected outcome in the first half of 2009, a second half recovery may still be the best bet.
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HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting our website at www.alliancebernstein.com.
The investment return and principal value of an investment in the Portfolios will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. You should consider the investment objectives, risks, charges and expenses of the Portfolios carefully before investing. For a free copy of the Portfolios’ prospectus, which contains this and other information, contact your AllianceBernstein representative or call 800.227.4618. You should read the prospectus carefully before you invest.
Please note: Shares of the Portfolios are offered exclusively to mutual funds advised by, and certain institutional clients of, AllianceBernstein that seek a blend of asset classes for investment. These share classes are not currently offered for direct investment from the general public. The AllianceBernstein Pooling Portfolios can be purchased at the relevant net asset value (NAV) without a sales charge or other fee. However, there are sales charges in connection to purchases of other AllianceBernstein share classes invested in these Pooling Portfolios. For additional information regarding other retail share classes and their sales charges and fees, please visit www.alliancebernstein.com. All fees and expenses related to the operation of the Portfolios have been deducted. Performance assumes reinvestment of distributions and does not account for taxes.
Benchmark Disclosures
None of the indices listed below reflect fees and expenses associated with the active management of a mutual fund portfolio.
The unmanaged Russell 1000 Value Index contains those securities in the Russell 1000 Index with a less-than-average growth orientation. The unmanaged Russell 1000 Index is composed of 1000 of the largest capitalized companies that are traded in the United States.
The unmanaged Russell 1000 Growth Index contains those securities in the Russell 1000 Index with a greater-than-average growth orientation.
The unmanaged Russell 1000 Index is composed of 1000 of the largest capitalized companies that are traded in the US.
The unmanaged Financial Times Stock Exchange (FTSE) European Public Real Estate Association (EPRA)/National Association of Real Estate Investment Trust (NAREIT) Global RE Index is a free-floating, market capitalization-weighted index structured in such a way that it can be considered to represent general trends in all eligible real estate stocks worldwide. The Index is designed to reflect the stock performance of companies engaged in specific aspects of the North American, European and Asian real estate markets.
The unmanaged MSCI Europe, Australasia and Far East (EAFE) Index is a market capitalization index that measures stock performance in 21 countries in Europe, Australasia and the Far East. Returns for this Index are net. In calculating net returns, the dividend is reinvested after deduction of withholding tax, applying the rate to non-resident individuals who do not benefit from double taxation treaties.
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HISTORICAL PERFORMANCE
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The unmanaged MSCI EAFE Growth Index is a subset of the MSCI EAFE Index and generally represents approximately 50% of the free float-adjusted market capitalization of each appropriate Single Country Index and consists of those securities classified by MSCI as most representing the growth style.
The unmanaged Russell 2500 Value Index contains those securities in the Russell 2500 Index with a less-than-average growth orientation. The unmanaged Russell 2500 Index includes 2500 small- and mid-cap US stocks.
The unmanaged Russell 2500 Growth Index contains those securities in the Russell 2500 Index with a greater-than-average growth orientation. The unmanaged Russell 2500 Index includes 2500 small- and mid-cap US stocks.
The unmanaged Merrill Lynch 1-3 Year Treasury Index is composed of US government securities, including agency securities, with remaining maturities of one to three years.
The unmanaged Barclays Capital US Aggregate Index covers the US investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass through securities, asset-backed securities and commercial mortgage-backed securities.
The unmanaged Barclays Capital 1-10 Year TIPS Index is the 1-10 year maturity component of the unmanaged Barclays Capital US Treasury Inflation Notes Index and consists of inflation-protection securities issued by the US Treasury.
The unmanaged Barclays Capital US High Yield 2% Issuer Cap covers the universe of fixed-rate, non-investment grade debt. Pay-in-kind (PIK) bonds, Eurobonds, and debt issues from countries designated as emerging markets (e.g., Argentina, Brazil, Venezuela, etc.) are excluded, but Canadian and global bonds (SEC registered) of issuers in non-emerging market countries are included. Original issue zeroes, step-up coupon structures and 144-As are also included in the Index.
An investor cannot invest directly in an index, and its results are not indicative of the performance of any specific investment, including the Portfolio.
A Word About Risk
US Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that rise as initially expected.
US Large Cap Growth Portfolio
The Portfolio concentrates its investments in a limited number of issues and an investment in the Portfolio is therefore subject to greater risk and volatility than investments in a more diversified portfolio. Growth investing does not guarantee a profit or eliminate risk. The stocks of these companies can have relatively high valuations. Because of these high valuations, an investment in a growth stock can be more risky than an investment in a company with more modest growth expectations.
Global Real Estate Investment Portfolio
An investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general, including declines in the value of real estate, general and local economic conditions and interest rates. The Portfolio concentrates its investments in real estate-related investments and may therefore be subject to greater risks and volatility than a fund with a more diversified Portfolio. The Portfolio’s assets may be invested in foreign securities, which may
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magnify these fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Investment in the Portfolio includes risks not associated with funds that invest exclusively in US issues. Because the Portfolio will invest in foreign currency-denominated securities, these fluctuations may be magnified by changes in foreign exchange rates.
International Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that rise as initially expected. Substantially all of the Portfolio’s assets will be invested in foreign securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Portfolio may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Portfolio’s net asset value.
International Growth Portfolio
Substantially all of the Portfolio’s assets will be invested in foreign securities which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. The Portfolio may invest in securities of emerging market nations. These investments have additional risks, such as illiquid or thinly traded markets, company management risk, heightened political instability and currency volatility. Accounting standards and market regulations in emerging market nations are not the same as those in the US.
Small-Mid Cap Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all companies whose stocks are considered to be value stocks are able to turn their business around or successfully employ corrective strategies which would result in stock prices that rise as initially expected. The Portfolio concentrates its investments in the stocks of small- to mid-capitalization companies, which tend to be more volatile than large-cap companies. Small- and mid-cap stocks may have additional risks because these companies tend to have limited product lines, markets or financial resources. The Portfolio can invest in foreign securities which may magnify these fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Portfolio may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have a significant effect on the Portfolio’s net asset value.
Small-Mid Cap Growth Portfolio
The Portfolio concentrates its investments in the stocks of small- to mid-capitalization companies, which tend to be more volatile than large-cap companies. Small-cap stocks may have additional risks because these companies tend to have limited product lines, markets, financial resources or less liquidity (i.e., more difficulty when buying and selling more than the average daily trading volume of certain investment shares). The Portfolio can invest in foreign securities. Foreign markets can be more volatile than the US market due to increased risks of adverse issuer, political, regulatory, market or economic developments. In addition, because the Portfolio will
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invest in foreign currency-denominated securities, fluctuations in the value of the Portfolio’s investments may be magnified by changes in foreign exchange rates.
Short Duration Bond Portfolio
The Portfolio’s assets can be invested in foreign securities which may magnify asset value fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Because the Portfolio may invest in emerging markets and in developing countries, an investment also has the risk that market changes or other factors affecting emerging markets and developing countries, including political instability and unpredictable economic conditions, may have an impact on the Portfolio’s asset value. Price fluctuation in the Portfolio’s securities may be caused by changes in the general level of interest rates or changes in bond credit quality ratings. Please note, as interest rates rise, existing bond prices fall and can cause the value of an investment in the Portfolio to decline. Changes in interest rates have a greater effect on bonds with longer maturities than on those with shorter maturities. Investments in the Portfolio are not guaranteed because of fluctuation in the net asset value of the underlying fixed-income related investments. Similar to direct bond ownership, bond funds have the same interest rate, inflation and credit risks that are associated with the underlying bonds owned by the Portfolio. Portfolio purchasers should understand that, in contrast to owning individual bonds, there are ongoing fees and expenses associated with owning shares of bond funds. The Portfolio may also invest a portion of its assets in below investment-grade securities which are subject to greater risk than higher-rated securities.
Intermediate Duration Bond Portfolio
The Portfolio may invest in convertible debt securities, preferred stock and dividend paying stocks, US government obligations and foreign fixed-income securities. The Portfolio may invest in mortgage-related and other asset-backed securities which are subject to prepayment risk; the risk that early payments on principal on some mortgage-related securities may occur during periods of falling mortgage rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. The Portfolio may invest a portion of its assets in foreign securities, which may magnify fluctuations. Price fluctuations may also be caused by changes in interest rates or bond quality ratings. These changes have a greater effect on bonds with longer maturities than on those with shorter maturities. Please note, as interest rates rise, existing bond prices fall and can cause the value of an investment in the Portfolio to decline. Investments in the Portfolio are not guaranteed because of fluctuation in the net asset value of the underlying fixed-income related investments. Similar to direct bond ownership, bond funds have the same interest rate, inflation and credit risks that are associated with the underlying bonds owned by the Portfolio. Portfolio purchasers should understand that, in contrast to owning individual bonds, there are ongoing fees and expenses associated with owning shares of bond funds. The Portfolio may invest in high-yield bonds, otherwise known as “junk bonds,” which involves a greater risk of default and price volatility than other bonds. Investing in below investment grade presents special risks, including credit risk. The Portfolio is also subject to leverage risk. When a fund borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of a fund’s investments. A fund may create leverage through the use of reverse repurchase agreements, forward contracts or dollar rolls or by borrowing money.
Inflation-Protected Securities Portfolio
Among the principal risks of investing in the Portfolio are interest-rate risk, credit risk and market risk. Interest rate risk is the risk that changes in interest rates will affect
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the value of income-producing securities. Credit risk is the risk that a security issuer or the counterparty to certain derivatives will be unable or unwilling to make timely payments of income or principal. Market risk is the risk of losses from adverse changes in the market. To the extent the Portfolio invests in securities of non-US issuers, it may have non-US issuer risk and currency risk.
High-Yield Portfolio
The Portfolio can invest in foreign securities, including emerging markets, which may magnify fluctuations due to changes in foreign exchange rates and the possibility of substantial volatility due to political and economic uncertainties in foreign countries. Price fluctuation in the Portfolio’s securities may be caused by changes in the general level of interest rates or changes in bond credit quality ratings. Please note, as interest rates rise, existing bond prices fall and can cause the value of an investment in the Portfolio to decline. Changes in interest rates have a greater effect on bonds with longer maturities than on those with shorter maturities. High-yield bonds, otherwise known as “junk bonds,” involve a greater risk of default and price volatility than other bonds. Investing in non-investment-grade securities presents special risks, including credit risk. Investments in the Portfolio are not guaranteed because of fluctuation in the net asset value of the underlying fixed-income related investments. Similar to direct bond ownership, bond funds have the same interest rate, inflation and credit risks that are associated with the underlying bonds owned by the Portfolio. Portfolio purchasers should understand that, in contrast to owning individual bonds, there are ongoing fees and expenses associated with owning shares of bond funds.
All Portfolios
While the equity Portfolios invest principally in common stocks and other equity securities and the fixed-income Portfolios invest principally in bonds and fixed-income securities, in order to achieve their investment objectives, the Portfolios may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. These risks are fully discussed in the Portfolios’ prospectus.
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US VALUE PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein US Value Portfolio | -44.97% | -49.48% | ||||
Russell 1000 Value Index | -44.71% | -47.35% | ||||
US LARGE CAP GROWTH PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein US Large Cap Growth Portfolio | -38.50% | -39.02% | ||||
Russell 1000 Growth Index | -39.90% | -40.03% | ||||
GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein Global Real Estate Investment Portfolio | -51.84% | -55.85% | ||||
FTSE EPRA/NAREIT Global RE Index | -55.35% | -59.53% | ||||
INTERNATIONAL VALUE PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein International Value Portfolio | -51.14% | -57.06% | ||||
MSCI EAFE Index | -44.58% | -50.22% | ||||
INTERNATIONAL GROWTH PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein International Growth Portfolio | -45.60% | -52.29% | ||||
MSCI EAFE Index | -44.58% | -50.22% | ||||
MSCI EAFE Growth Index | -43.75% | -49.07% | ||||
See Historical Performance and Benchmark disclosures on pages 20-24.
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SMALL-MID CAP VALUE PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein Small-Mid Cap Value Portfolio | -47.50% | -46.25% | ||||
Russell 2500 Value Index | -46.05% | -43.69% | ||||
SMALL-MID CAP GROWTH PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein Small-Mid Cap Growth Portfolio | -44.95% | -41.43% | ||||
Russell 2500 Growth Index | -46.20% | -44.20% | ||||
SHORT DURATION BOND PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein Short Duration Bond Portfolio | -1.95% | -3.91% | ||||
Merrill Lynch 1-3 Year Treasury Index | 3.05% | 3.30% | ||||
INTERMEDIATE DURATION BOND PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein Intermediate Duration Bond Portfolio | -3.77% | -4.54% | ||||
Barclays Capital US Aggregate Index | 1.88% | 2.06% | ||||
INFLATION-PROTECTED SECURITIES PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein Inflation-Protected Securities Portfolio | -6.98% | -6.37% | ||||
Barclays Capital 1-10 Year TIPS Index | -6.73% | -6.27% | ||||
HIGH-YIELD PORTFOLIO
| THE PORTFOLIO VS. ITS BENCHMARK PERIODS ENDED FEBRUARY 28, 2009 | Returns | |||||
| 6 Months | 12 Months | |||||
AllianceBernstein High-Yield Portfolio | -22.66% | -23.32% | ||||
Barclays Capital US High Yield 2% Issuer Cap Index | -21.50% | -20.92% | ||||
See Historical Performance and Benchmark disclosures on pages 20-24.
(Historical Performance continued on next page)
| 26 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Historical Performance
HISTORICAL PERFORMANCE
(continued from previous page)
| AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2009 | |||
| NAV/SEC Returns† | |||
| AllianceBernstein US Value Portfolio | |||
1 Year | -49.48 | % | |
Since Inception* | -13.26 | % | |
| AllianceBernstein US Large Cap Growth Portfolio | |||
1 Year | -39.02 | % | |
Since Inception* | -8.05 | % | |
| AllianceBernstein Global Real Estate Investment Portfolio | |||
1 Year | -55.85 | % | |
Since Inception* | -11.75 | % | |
| AllianceBernstein International Value Portfolio | |||
1 Year | -57.06 | % | |
Since Inception* | -9.85 | % | |
| AllianceBernstein International Growth Portfolio | |||
1 Year | -52.29 | % | |
Since Inception* | -8.32 | % | |
| AllianceBernstein Small-Mid Cap Value Portfolio | |||
1 Year | -46.25 | % | |
Since Inception* | -10.58 | % | |
| AllianceBernstein Small-Mid Cap Growth Portfolio | |||
1 Year | -41.43 | % | |
Since Inception* | -6.21 | % | |
| AllianceBernstein Short Duration Bond Portfolio | |||
1 Year | -3.91 | % | |
Since Inception* | 1.65 | % | |
| AllianceBernstein Intermediate Duration Bond Portfolio | |||
1 Year | -4.54 | % | |
Since Inception* | 2.29 | % | |
| AllianceBernstein Inflation-Protected Securities Portfolio | |||
1 Year | -6.37 | % | |
Since Inception* | 3.19 | % | |
| AllianceBernstein High-Yield Portfolio | |||
1 Year | -23.32 | % | |
Since Inception* | -3.69 | % | |
| * | Inception date: 5/20/05 for all Portfolios. |
| † | These Portfolios are offered at net asset value (NAV) and their SEC returns are the same as their NAV returns. |
See Historical Performance and Benchmark disclosures on pages 20-24.
(Historical Performance continued on next page)
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 27 |
Historical Performance
HISTORICAL PERFORMANCE
(continued from previous page)
| SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2009) | |||
| SEC Returns | |||
| AllianceBernstein US Value Portfolio | |||
1 Year | -43.70 | % | |
Since Inception* | -10.77 | % | |
| AllianceBernstein US Large Cap Growth Portfolio | |||
1 Year | -33.40 | % | |
Since Inception* | -5.94 | % | |
| AllianceBernstein Global Real Estate Investment Portfolio | |||
1 Year | -53.16 | % | |
Since Inception* | -9.61 | % | |
| AllianceBernstein International Value Portfolio | |||
1 Year | -53.61 | % | |
Since Inception* | -7.62 | % | |
| AllianceBernstein International Growth Portfolio | |||
1 Year | -48.17 | % | |
Since Inception* | -6.87 | % | |
| AllianceBernstein Small-Mid Cap Value Portfolio | |||
1 Year | -40.89 | % | |
Since Inception* | -7.86 | % | |
| AllianceBernstein Small-Mid Cap Growth Portfolio | |||
1 Year | -34.53 | % | |
Since Inception* | -3.46 | % | |
| AllianceBernstein Short Duration Bond Portfolio | |||
1 Year | -2.10 | % | |
Since Inception* | 1.74 | % | |
| AllianceBernstein Intermediate Duration Bond Portfolio | |||
1 Year | -2.55 | % | |
Since Inception* | 2.78 | % | |
| AllianceBernstein Inflation-Protected Securities Portfolio | |||
1 Year | -2.30 | % | |
Since Inception* | 4.36 | % | |
| AllianceBernstein High-Yield Portfolio | |||
1 Year | -20.77 | % | |
Since Inception* | -2.87 | % | |
| * | Inception date: 5/20/05 for all Portfolios. |
See Historical Performance and Benchmark disclosures on pages 20-24.
(Historical Performance continued on next page)
| 28 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Historical Performance
FUND EXPENSES
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning Account Value September 1, 2008 | Ending Account Value February 28, 2009 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||
| U.S. Value Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 550.30 | $ | 0.12 | 0.03 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.65 | $ | 0.15 | 0.03 | % | ||||
| U.S. Large Cap Growth Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 615.01 | $ | 0.12 | 0.03 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.65 | $ | 0.15 | 0.03 | % | ||||
| Global Real Estate Investment Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 481.58 | $ | 0.33 | 0.09 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.35 | $ | 0.45 | 0.09 | % | ||||
| International Value Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 488.59 | $ | 0.37 | 0.10 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.30 | $ | 0.50 | 0.10 | % | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 29 |
Fund Expenses
FUND EXPENSES
(continued from previous page)
| Beginning Account Value September 1, 2008 | Ending Account Value February 28, 2009 | Expenses Paid During Period* | Annualized Expense Ratio* | |||||||||
| International Growth Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 544.03 | $ | 0.31 | 0.08 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.40 | $ | 0.40 | 0.08 | % | ||||
| Small-Mid Cap Value Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 524.97 | $ | 0.19 | 0.05 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.55 | $ | 0.25 | 0.05 | % | ||||
| Small-Mid Cap Growth Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 550.49 | $ | 0.23 | 0.06 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.50 | $ | 0.30 | 0.06 | % | ||||
| Short Duration Bond Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 980.51 | $ | 0.15 | 0.03 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.65 | $ | 0.15 | 0.03 | % | ||||
| Intermediate Duration Bond Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 962.29 | $ | 0.15 | 0.03 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.65 | $ | 0.15 | 0.03 | % | ||||
| Inflation Protected Securities Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 930.22 | $ | 0.19 | 0.04 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.60 | $ | 0.20 | 0.04 | % | ||||
| High-Yield Portfolio | ||||||||||||
Actual | $ | 1,000 | $ | 773.36 | $ | 0.26 | 0.06 | % | ||||
Hypothetical** | $ | 1,000 | $ | 1,024.50 | $ | 0.30 | 0.06 | % | ||||
| * | Expenses are equal to each Class’ annualized expense ratio, multiplied by the average account value over the period, multiplied by the 181/365 (to reflect the one-half year period). |
| ** | Assumes 5% return before expenses. |
| 30 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Fund Expenses
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
US VALUE PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 31 |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
US LARGE CAP GROWTH PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| 32 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments and may vary over time. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 33 |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
INTERNATIONAL VALUE PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments and may vary over time. ‘Other’ country weightings represent 2.1% or less in the following countries: Belgium, Brazil, China, Finland, Hong Kong, Norway, Russia and South Africa. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| 34 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
INTERNATIONAL GROWTH PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector and country breakdowns are expressed as a percentage of total investments and may vary over time. ‘Other’ country weightings represent 1.9% or less in the following countries: Canada, Hong Kong, Ireland, South Africa, Sweden and Taiwan. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 35 |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
SMALL-MID CAP VALUE PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| 36 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
SMALL-MID CAP GROWTH PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time. |
Please Note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard and Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the Broad Market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 37 |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
SHORT DURATION BOND PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. |
| 38 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
INTERMEDIATE DURATION BOND PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 39 |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
INFLATION-PROTECTED SECURITIES PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. |
| 40 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Portfolio Summary
PORTFOLIO SUMMARY
February 28, 2009 (unaudited)
HIGH-YIELD PORTFOLIO
| * | All data are as of February 28, 2009. The Portfolio’s security type breakdown is expressed as a percentage of total investments and may vary over time. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 41 |
Portfolio Summary
U.S. VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 94.0% | |||||
Energy – 18.9% | |||||
Oil, Gas & Consumable Fuels – 18.9% | |||||
Apache Corp. | 368,800 | $ | 21,792,392 | ||
BP PLC (Sponsored) (ADR) | 193,400 | 7,418,824 | |||
Chevron Corp. | 941,000 | 57,128,110 | |||
ConocoPhillips | 672,400 | 25,114,140 | |||
Devon Energy Corp. | 425,600 | 18,585,952 | |||
EOG Resources, Inc. | 147,800 | 7,395,912 | |||
Exxon Mobil Corp. | 1,578,500 | 107,180,150 | |||
Occidental Petroleum Corp. | 221,900 | 11,509,953 | |||
Royal Dutch Shell PLC (ADR) | 330,500 | 14,532,085 | |||
Sunoco, Inc. | 141,500 | 4,733,175 | |||
| 275,390,693 | |||||
Financials – 14.7% | |||||
Capital Markets – 4.1% | |||||
Deutsche Bank AG | 313,100 | 8,002,836 | |||
The Goldman Sachs Group, Inc. | 334,300 | 30,448,044 | |||
Morgan Stanley | 1,071,300 | 20,933,202 | |||
| 59,384,082 | |||||
Commercial Banks – 0.5% | |||||
Fifth Third Bancorp | 430,500 | 908,355 | |||
SunTrust Banks, Inc. | 153,500 | 1,846,605 | |||
U.S. Bancorp | 299,300 | 4,282,983 | |||
| 7,037,943 | |||||
Consumer Finance – 0.1% | |||||
Capital One Financial Corp. | 148,900 | 1,794,245 | |||
Diversified Financial Services – 2.4% | |||||
Bank of America Corp. | 1,314,800 | 5,193,460 | |||
JP Morgan Chase & Co. | 1,303,100 | 29,775,835 | |||
| 34,969,295 | |||||
Insurance – 7.6% | |||||
ACE Ltd. | 354,700 | 12,950,097 | |||
Allstate Corp. | 878,100 | 14,778,423 | |||
American International Group, Inc. | 1,159,800 | 487,116 | |||
Everest Re Group Ltd. | 65,500 | 4,266,015 | |||
Fidelity National Financial, Inc. – Class A | 522,500 | 8,657,825 | |||
Genworth Financial, Inc. – Class A | 945,500 | 1,144,055 | |||
Hartford Financial Services Group, Inc. | 667,700 | 4,072,970 | |||
Lincoln National Corp. | 566,300 | 4,864,517 | |||
MetLife, Inc. | 1,046,800 | 19,323,928 | |||
Old Republic International Corp. | 334,800 | 3,039,984 | |||
PartnerRe Ltd. | 66,100 | 4,091,590 | |||
RenaissanceRe Holdings Ltd. | 95,300 | 4,291,359 | |||
Torchmark Corp. | 101,400 | 2,088,840 | |||
| 42 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
U.S. Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
The Travelers Co., Inc. | 509,000 | $ | 18,400,350 | ||
Unum Group | 715,800 | 7,286,844 | |||
XL Capital Ltd. – Class A | 489,900 | 1,621,569 | |||
| 111,365,482 | |||||
| 214,551,047 | |||||
Health Care – 14.3% | |||||
Biotechnology – 1.4% | |||||
Amgen, Inc.(a) | 437,800 | 21,421,554 | |||
Health Care Equipment & Supplies – 0.2% | |||||
Covidien Ltd. | 95,000 | 3,008,650 | |||
Health Care Providers & Services – 0.6% | |||||
Cardinal Health, Inc. | 263,700 | 8,557,065 | |||
Pharmaceuticals – 12.1% | |||||
Eli Lilly & Co. | 303,800 | 8,925,644 | |||
GlaxoSmithKline PLC (Sponsored) (ADR) | 301,400 | 9,081,182 | |||
Johnson & Johnson | 660,300 | 33,015,000 | |||
Merck & Co., Inc. | 1,474,800 | 35,690,160 | |||
Pfizer, Inc. | 3,541,100 | 43,590,941 | |||
Sanofi-Aventis SA (ADR) | 420,500 | 10,773,210 | |||
Schering-Plough Corp. | 673,600 | 11,713,904 | |||
Wyeth | 563,300 | 22,993,906 | |||
| 175,783,947 | |||||
| 208,771,216 | |||||
Consumer Staples – 12.6% | |||||
Beverages – 2.0% | |||||
The Coca-Cola Co. | 51,900 | 2,120,115 | |||
Coca-Cola Enterprises, Inc. | 1,018,600 | 11,693,528 | |||
Constellation Brands, Inc. – Class A(a) | 594,100 | 7,753,005 | |||
Pepsi Bottling Group, Inc. | 393,800 | 7,285,300 | |||
| 28,851,948 | |||||
Food & Staples Retailing – 2.1% | |||||
The Kroger Co. | 398,300 | 8,232,861 | |||
Safeway, Inc. | 659,800 | 12,206,300 | |||
Supervalu, Inc. | 320,666 | 5,005,596 | |||
Wal-Mart Stores, Inc. | 100,000 | 4,924,000 | |||
| 30,368,757 | |||||
Food Products – 4.3% | |||||
Archer-Daniels-Midland Co. | 918,100 | 24,476,546 | |||
Bunge Ltd. | 260,000 | 12,188,800 | |||
ConAgra Foods, Inc. | 419,900 | 6,332,092 | |||
Del Monte Foods Co. | 590,000 | 4,218,500 | |||
The JM Smucker Co. | 18,541 | 688,242 | |||
Kraft Foods, Inc. – Class A | 173,300 | 3,947,774 | |||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 43 |
U.S. Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Sara Lee Corp. | 953,700 | $ | 7,353,027 | ||
Tyson Foods, Inc. – Class A | 453,900 | 3,826,377 | |||
| 63,031,358 | |||||
Household Products – 2.3% | |||||
Procter & Gamble Co. | 707,554 | 34,082,876 | |||
Tobacco – 1.9% | |||||
Altria Group, Inc. | 560,300 | 8,651,032 | |||
Philip Morris International, Inc. | 219,800 | 7,356,706 | |||
Reynolds American, Inc. | 325,600 | 10,933,648 | |||
| 26,941,386 | |||||
| 183,276,325 | |||||
Consumer Discretionary – 11.0% | |||||
Auto Components – 0.6% | |||||
Autoliv, Inc. | 314,300 | 4,676,784 | |||
Magna International, Inc. – Class A | 179,600 | 4,608,536 | |||
| 9,285,320 | |||||
Automobiles – 0.6% | |||||
Toyota Motor Corp. (Sponsored) (ADR) | 134,100 | 8,467,074 | |||
Household Durables – 0.0% | |||||
KB Home | 12,300 | 109,470 | |||
Media – 4.5% | |||||
CBS Corp. – Class B | 1,860,500 | 7,944,335 | |||
Gannett Co., Inc. | 1,019,700 | 3,303,828 | |||
News Corp. – Class A | 1,770,330 | 9,843,035 | |||
Time Warner, Inc. | 3,000,200 | 22,891,526 | |||
Viacom, Inc. – Class B(a) | 461,800 | 7,107,102 | |||
The Walt Disney Co. | 830,600 | 13,929,162 | |||
| 65,018,988 | |||||
Multiline Retail – 1.4% | |||||
Family Dollar Stores, Inc. | 383,000 | 10,509,520 | |||
JC Penney Co., Inc. | 312,300 | 4,787,559 | |||
Macy’s, Inc. | 746,070 | 5,871,571 | |||
| 21,168,650 | |||||
Specialty Retail – 3.7% | |||||
AutoNation, Inc.(a) | 175,700 | 1,753,486 | |||
Foot Locker, Inc. | 540,900 | 4,494,879 | |||
The Gap, Inc. | 655,500 | 7,072,845 | |||
Home Depot, Inc. | 963,100 | 20,119,159 | |||
Limited Brands, Inc. | 753,035 | 5,790,839 | |||
Lowe’s Cos, Inc. | 334,449 | 5,297,672 | |||
TJX Cos, Inc. | 390,200 | 8,689,754 | |||
| 53,218,634 | |||||
| 44 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
U.S. Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Textiles, Apparel & Luxury Goods – 0.2% | |||||
Jones Apparel Group, Inc. | 864,600 | $ | 2,325,774 | ||
| 159,593,910 | |||||
Telecommunication Services – 7.9% | |||||
Diversified Telecommunication | |||||
AT&T, Inc. | 2,769,300 | 65,826,261 | |||
Telefonica SA (ADR) | 68,900 | 3,828,084 | |||
Verizon Communications, Inc. | 780,700 | 22,273,371 | |||
| 91,927,716 | |||||
Wireless Telecommunication | |||||
Sprint Nextel Corp.(a) | 4,842,700 | 15,932,483 | |||
Vodafone Group PLC (Sponsored) (ADR) | 432,800 | 7,682,200 | |||
| 23,614,683 | |||||
| 115,542,399 | |||||
Information Technology – 6.9% | |||||
Communications Equipment – 3.4% | |||||
Corning, Inc. | 665,100 | 7,016,805 | |||
Motorola, Inc. | 3,694,551 | 13,004,819 | |||
Nokia OYJ (Sponsored) – Class A (ADR) | 2,260,900 | 21,162,024 | |||
Telefonaktiebolaget LM Ericsson (Sponsored) – Class B (ADR) | 1,010,000 | 8,241,600 | |||
| 49,425,248 | |||||
Computers & Peripherals – 1.0% | |||||
International Business Machines Corp. | 66,800 | 6,147,604 | |||
Lexmark International, Inc. – Class A(a) | 285,800 | 4,898,612 | |||
Western Digital Corp.(a) | 261,500 | 3,572,090 | |||
| 14,618,306 | |||||
Electronic Equipment, Instruments & Components – 1.3% | |||||
AU Optronics Corp. (Sponsored) (ADR) | 1,448,000 | 10,411,120 | |||
Ingram Micro, Inc. – Class A(a) | 237,677 | 2,588,303 | |||
Sanmina-SCI Corp.(a) | 310,800 | 77,700 | |||
Tyco Electronics Ltd. | 568,000 | 5,384,640 | |||
Vishay Intertechnology, Inc.(a) | 83,800 | 213,690 | |||
| 18,675,453 | |||||
Semiconductors & Semiconductor Equipment – 0.3% | |||||
Nvidia Corp.(a) | 531,100 | 4,397,508 | |||
Software – 0.9% | |||||
Symantec Corp.(a) | 913,500 | 12,633,705 | |||
| 99,750,220 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 45 |
U.S. Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Industrials – 4.4% | |||||
Airlines – 0.4% | |||||
UAL Corp.(a) | 1,125,200 | $ | 5,524,732 | ||
Commercial Services & Supplies – 0.7% | |||||
Republic Services, Inc. – Class A | 483,480 | 9,621,252 | |||
Electrical Equipment – 0.2% | |||||
Cooper Industries Ltd. – Class A | 167,600 | 3,534,684 | |||
Industrial Conglomerates – 2.9% | |||||
3M Co. | 98,900 | 4,495,994 | |||
General Electric Co. | 3,198,700 | 27,220,937 | |||
Tyco International Ltd. | 553,700 | 11,101,685 | |||
| 42,818,616 | |||||
Machinery – 0.2% | |||||
Caterpillar, Inc. | 21,000 | 516,810 | |||
Cummins, Inc. | 81,000 | 1,684,800 | |||
| 2,201,610 | |||||
| 63,700,894 | |||||
Materials – 2.0% | |||||
Chemicals – 0.3% | |||||
Eastman Chemical Co. | 235,500 | 4,837,170 | |||
Containers & Packaging – 1.7% | |||||
Ball Corp. | 309,300 | 12,461,697 | |||
Owens-Illinois, Inc.(a) | 473,400 | 7,299,828 | |||
Sonoco Products Co. | 210,400 | 4,054,408 | |||
| 23,815,933 | |||||
| 28,653,103 | |||||
Utilities – 1.3% | |||||
Independent Power Producers & Energy Traders – 0.3% | |||||
Reliant Energy, Inc.(a) | 982,400 | 3,399,104 | |||
Multi-Utilities – 1.0% | |||||
CMS Energy Corp. | 277,400 | 3,068,044 | |||
Dominion Resources, Inc. | 233,200 | 7,037,976 | |||
NiSource, Inc. | 164,300 | 1,437,625 | |||
Wisconsin Energy Corp. | 85,125 | 3,389,678 | |||
| 14,933,323 | |||||
| 18,332,427 | |||||
Total Common Stocks | 1,367,562,234 | ||||
| 46 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
U.S. Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
SHORT-TERM INVESTMENTS – 5.5% | |||||
Investment Companies – 5.5% | |||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(b) | 79,978,093 | $ | 79,978,093 | ||
Total Investments – 99.5% | 1,447,540,327 | ||||
Other assets less liabilities – 0.5% | 7,263,597 | ||||
Net Assets – 100.0% | $ | 1,454,803,924 | |||
| (a) | Non-income producing security. |
| (b) | Investment in affiliated money market mutual fund. |
Glossary:
| ADR | – American Depositary Receipt |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 47 |
U.S. Value Portfolio—Portfolio of Investments
U.S. LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 99.4% | |||||
Health Care – 26.5% | |||||
Biotechnology – 13.8% | |||||
Celgene Corp.(a) | 977,600 | $ | 43,728,048 | ||
Genentech, Inc.(a) | 993,700 | 85,011,035 | |||
Gilead Sciences, Inc.(a) | 1,906,250 | 85,400,000 | |||
| 214,139,083 | |||||
Health Care Equipment & Supplies – 4.3% | |||||
Alcon, Inc. | 195,550 | 16,105,498 | |||
Baxter International, Inc. | 567,600 | 28,896,516 | |||
Becton Dickinson & Co. | 332,725 | 20,592,350 | |||
| 65,594,364 | |||||
Health Care Providers & Services – 2.1% | |||||
Medco Health Solutions, Inc.(a) | 812,100 | 32,955,018 | |||
Pharmaceuticals – 6.3% | |||||
Abbott Laboratories | 685,100 | 32,432,634 | |||
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR) | 1,453,000 | 64,774,740 | |||
| 97,207,374 | |||||
| 409,895,839 | |||||
Information Technology – 26.0% | |||||
Communications Equipment – 6.9% | �� | ||||
Cisco Systems, Inc.(a) | 3,575,600 | 52,096,492 | |||
QUALCOMM, Inc. | 1,637,300 | 54,734,939 | |||
| 106,831,431 | |||||
Computers & Peripherals – 10.1% | |||||
Apple, Inc.(a) | 730,960 | 65,282,038 | |||
Hewlett-Packard Co. | 3,114,050 | 90,400,871 | |||
| 155,682,909 | |||||
Internet Software & Services – 6.5% | |||||
Google, Inc. – Class A(a) | 298,615 | 100,928,884 | |||
Semiconductors & Semiconductor Equipment – 0.7% | |||||
Intel Corp. | 903,300 | 11,508,042 | |||
Software – 1.8% | |||||
Activision Blizzard, Inc.(a) | 696,400 | 6,984,892 | |||
Microsoft Corp. | 1,268,500 | 20,486,275 | |||
| 27,471,167 | |||||
| 402,422,433 | |||||
| 48 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
U.S. Large Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Consumer Staples – 15.8% | |||||
Beverages – 4.8% | |||||
The Coca-Cola Co. | 471,800 | $ | 19,273,030 | ||
Molson Coors Brewing Co. – Class B | 360,000 | 12,682,800 | |||
PepsiCo, Inc. | 894,400 | 43,056,416 | |||
| 75,012,246 | |||||
Food & Staples Retailing – 4.9% | |||||
Costco Wholesale Corp. | 803,000 | 33,999,020 | |||
Wal-Mart Stores, Inc. | 865,650 | 42,624,606 | |||
| 76,623,626 | |||||
Food Products – 0.8% | |||||
General Mills, Inc. | 233,500 | 12,254,080 | |||
Household Products – 4.0% | |||||
Colgate-Palmolive Co. | 586,200 | 35,277,516 | |||
Procter & Gamble Co. | 552,000 | 26,589,840 | |||
| 61,867,356 | |||||
Tobacco – 1.3% | |||||
Philip Morris International, Inc. | 592,300 | 19,824,281 | |||
| 245,581,589 | |||||
Energy – 8.4% | |||||
Energy Equipment & Services – 4.8% | |||||
Cameron International Corp.(a) | 653,200 | 12,593,696 | |||
National Oilwell Varco, Inc.(a) | 199,600 | 5,335,308 | |||
Schlumberger Ltd. | 1,507,135 | 57,361,558 | |||
| 75,290,562 | |||||
Oil, Gas & Consumable Fuels – 3.6% | |||||
Apache Corp. | 262,600 | 15,517,034 | |||
EOG Resources, Inc. | 576,775 | 28,861,821 | |||
XTO Energy, Inc. | 350,000 | 11,081,000 | |||
| 55,459,855 | |||||
| 130,750,417 | |||||
Consumer Discretionary – 7.0% | |||||
Hotels, Restaurants & Leisure – 3.1% | |||||
McDonald’s Corp. | 918,050 | 47,968,112 | |||
Media – 1.7% | |||||
The Walt Disney Co. | 1,584,400 | 26,570,388 | |||
Multiline Retail – 1.8% | |||||
Kohl’s Corp.(a) | 811,200 | 28,505,568 | |||
Textiles, Apparel & Luxury Goods – 0.4% | |||||
Nike, Inc. – Class B | 133,000 | 5,523,490 | |||
| 108,567,558 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 49 |
U.S. Large Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Financials – 6.4% | |||||
Capital Markets – 3.6% | |||||
The Blackstone Group LP | 424,800 | $ | 2,068,776 | ||
The Charles Schwab Corp. | 535,900 | 6,811,289 | |||
Franklin Resources, Inc. | 349,500 | 16,007,100 | |||
The Goldman Sachs Group, Inc. | 340,600 | 31,021,848 | |||
| 55,909,013 | |||||
Diversified Financial Services – 2.8% | |||||
CME Group, Inc. – Class A | 120,810 | 22,035,744 | |||
JP Morgan Chase & Co. | 945,800 | 21,611,530 | |||
| 43,647,274 | |||||
| 99,556,287 | |||||
Industrials – 5.3% | |||||
Aerospace & Defense – 1.6% | |||||
Honeywell International, Inc. | 314,960 | 8,450,377 | |||
Lockheed Martin Corp. | 264,100 | 16,667,351 | |||
| 25,117,728 | |||||
Construction & Engineering – 1.1% | |||||
Fluor Corp. | 108,500 | 3,607,625 | |||
Jacobs Engineering Group, Inc.(a) | 405,500 | 13,681,570 | |||
| 17,289,195 | |||||
Electrical Equipment – 1.8% | |||||
Emerson Electric Co. | 1,032,400 | 27,616,700 | |||
Machinery – 0.8% | |||||
Cummins, Inc. | 130,800 | 2,720,640 | |||
Danaher Corp. | 169,500 | 8,603,820 | |||
| 11,324,460 | |||||
| 81,348,083 | |||||
Materials – 4.0% | |||||
Chemicals – 4.0% | |||||
Air Products & Chemicals, Inc. | 172,000 | 7,955,000 | |||
Monsanto Co. | 707,140 | 53,933,568 | |||
| 61,888,568 | |||||
Total Common Stocks | 1,540,010,774 | ||||
| 50 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
U.S. Large Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
SHORT-TERM INVESTMENTS – 0.1% | |||||
Investment Companies – 0.1% | |||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(b) | 1,839,640 | $ | 1,839,640 | ||
Total Investments – 99.5% | 1,541,850,414 | ||||
Other assets less liabilities – 0.5% | 7,561,625 | ||||
Net Assets – 100.0% | $ | 1,549,412,039 | |||
| (a) | Non-income producing security. |
| (b) | Investment in affiliated money market mutual fund. |
Glossary:
| ADR | – American Depositary Receipt |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 51 |
U.S. Large Cap Growth Portfolio—Portfolio of Investments
GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 98.2% | |||||
Equity:Other – 46.1% | |||||
Diversified/Specialty – 37.7% | |||||
Alexandria Real Estate Equities, Inc. | 149,206 | $ | 5,962,272 | ||
British Land Co. PLC(a) | 1,009,526 | 6,567,831 | |||
Canadian Real Estate Investment Trust(a) | 772,462 | 12,526,247 | |||
Dexus Property Group(a) | 15,823,701 | 6,926,049 | |||
Digital Realty Trust, Inc. | 455,800 | 13,623,862 | |||
Entertainment Properties Trust | 443,200 | 6,608,112 | |||
General Property Group(a) | 5,297,900 | 1,564,022 | |||
Henderson Land Development Co., Ltd.(a) | 3,506,000 | 11,640,319 | |||
Kerry Properties Ltd.(a) | 4,444,691 | 8,289,790 | |||
Land Securities Group PLC(a) | 1,166,652 | 9,110,673 | |||
Lend Lease Corp. Ltd.(a) | 3,902,334 | 13,196,794 | |||
Mitsubishi Estate Co., Ltd.(a) | 1,823,000 | 18,370,326 | |||
Mitsui Fudosan Co., Ltd.(a) | 1,834,000 | 18,424,216 | |||
Morguard Real Estate Investment Trust(a) | 781,200 | 5,434,381 | |||
New World Development Co., Ltd.(a) | 11,662,338 | 10,409,117 | |||
Rayonier, Inc. | 185,095 | 4,923,527 | |||
Sun Hung Kai Properties Ltd.(a) | 3,811,600 | 29,563,520 | |||
Unibail-Rodamco(a) | 328,818 | 41,279,577 | |||
Vornado Realty Trust | 289,000 | 9,458,970 | |||
Wereldhave NV(a) | 131,800 | 8,853,762 | |||
| 242,733,367 | |||||
Health Care – 6.9% | |||||
HCP, Inc. | 477,200 | 8,718,444 | |||
Health Care REIT, Inc. | 278,200 | 8,560,214 | |||
Nationwide Health Properties, Inc. | 320,382 | 6,490,939 | |||
Omega Healthcare Investors, Inc. | 549,400 | 7,213,622 | |||
Ventas, Inc. | 635,900 | 13,716,363 | |||
| 44,699,582 | |||||
Triple Net – 1.5% | |||||
Macquarie Infrastructure Group(a) | 3,799,231 | 2,455,799 | |||
National Retail Properties, Inc. | 485,900 | 6,982,383 | |||
| 9,438,182 | |||||
| 296,871,131 | |||||
Retail – 25.5% | |||||
Regional Mall – 8.3% | |||||
Macerich Co. | 443,300 | 5,062,486 | |||
Multiplan Empreendimentos Imobiliarios SA(b) | 1,385,500 | 8,904,882 | |||
Simon Property Group, Inc. | 510,000 | 16,881,000 | |||
Taubman Centers, Inc. | 147,900 | 2,314,635 | |||
Westfield Group(a) | 3,022,211 | 20,266,765 | |||
| 53,429,768 | |||||
| 52 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Global Real Estate Investment Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Shopping Center/Other Retail – 17.2% | |||||
CapitaMall Trust | 8,381,800 | $ | 7,624,625 | ||
Citycon Oyj(a) | 1,651,071 | 3,332,646 | |||
Corio NV(a) | 195,400 | 7,677,210 | |||
Eurocommercial Properties NV(a) | 266,700 | 7,112,467 | |||
Federal Realty Investment Trust | 58,500 | 2,406,105 | |||
First Capital Realty, Inc.(a) | 346,100 | 4,124,254 | |||
Kimco Realty Corp. | 455,100 | 4,027,635 | |||
Klepierre(a) | 809,943 | 16,383,451 | |||
The Link REIT(a) | 10,277,500 | 19,506,681 | |||
Macquarie CountryWide Trust(a) | 4,358,364 | 327,044 | |||
Mercialys SA(a) | 227,600 | 7,414,009 | |||
Primaris Retail Real Estate Investment Trust(a) | 910,299 | 6,690,218 | |||
Regency Centers Corp. | 112,200 | 3,027,156 | |||
RioCan Real Estate Investment Trust(a)(c) | 132,100 | 1,317,677 | |||
RioCan Real Estate Investment Trust (Toronto)(a) | 514,689 | 5,133,944 | |||
Tanger Factory Outlet Centers | 434,300 | 11,986,680 | |||
Weingarten Realty Investors | 261,300 | 2,950,077 | |||
| 111,041,879 | |||||
| 164,471,647 | |||||
Office – 14.9% | |||||
Office – 14.9% | |||||
Brookfield Properties Corp. | 711,656 | 3,522,697 | |||
Castellum AB(a) | 852,600 | 5,263,519 | |||
Cominar Real Estate Investment Trust(a) | 611,889 | 6,372,842 | |||
Corporate Office Properties Trust | 480,300 | 12,007,500 | |||
Douglas Emmett, Inc. | 593,700 | 4,464,624 | |||
Dundee Real Estate Investment Trust(a) | 189,355 | 2,046,558 | |||
Highwoods Properties, Inc. | 154,500 | 2,918,505 | |||
Hufvudstaden AB – Class A(a) | 547,500 | 2,919,666 | |||
ING Office Fund(a) | 8,019,300 | 1,310,061 | |||
Japan Real Estate Investment Corp. – | 1,920 | 14,293,701 | |||
Mack-Cali Realty Corp. | 346,400 | 5,916,512 | |||
Nippon Building Fund, Inc. – Class A(a) | 1,111 | 8,985,545 | |||
Nomura Real Estate Office Fund, Inc. – | 1,460 | 7,369,990 | |||
NTT Urban Development Corp.(a) | 26,525 | 18,624,366 | |||
| 96,016,086 | |||||
Residential – 7.5% | |||||
Manufactured Homes – 0.5% | |||||
Equity Lifestyle Properties, Inc. | 103,100 | 3,436,323 | |||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 53 |
Global Real Estate Investment Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | ||||
Multi-Family – 6.0% | ||||||
Boardwalk Real Estate Investment Trust(a) | 153,328 | $ | 3,076,925 | |||
Camden Property Trust | 264,800 | 4,975,592 | ||||
China Overseas Land & Investment Ltd.(a) | 6,742,000 | 8,805,469 | ||||
Equity Residential | 209,784 | 3,692,198 | ||||
Essex Property Trust, Inc. | 68,800 | 3,742,720 | ||||
Home Properties, Inc. | 230,600 | 6,120,124 | ||||
Mid-America Apartment Communities, Inc. | 196,400 | 5,076,940 | ||||
UDR, Inc. | 413,241 | 3,268,736 | ||||
| 38,758,704 | ||||||
Self Storage – 1.0% | ||||||
Public Storage | 116,500 | 6,463,420 | ||||
| 48,658,447 | ||||||
Lodging – 2.4% | ||||||
Lodging – 2.4% | ||||||
DiamondRock Hospitality Co. | 742,130 | 2,293,182 | ||||
Fonciere Des Murs(a) | 232,300 | 2,879,645 | ||||
Host Hotels & Resorts, Inc. | 1,035,857 | 3,832,671 | ||||
LaSalle Hotel Properties | 321,407 | 1,709,885 | ||||
Marriott International, Inc. – Class A | 76,300 | 1,080,408 | ||||
Starwood Hotels & Resorts Worldwide, Inc. | 136,525 | 1,582,325 | ||||
Sunstone Hotel Investors, Inc. | 830,241 | 1,818,228 | ||||
| 15,196,344 | ||||||
Industrials – 1.8% | ||||||
Industrial Warehouse Distribution – 1.8% | ||||||
Ascendas Real Estate Investment Trust | 11,508,000 | 9,217,449 | ||||
ProLogis | 472,867 | 2,737,900 | ||||
| 11,955,349 | ||||||
Total Common Stocks | 633,169,004 | |||||
SHORT-TERM INVESTMENTS – 2.9% | ||||||
Investment Companies – 2.9% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio(d) | 18,500,056 | 18,500,056 | ||||
Total Investments – 101.1% | 651,669,060 | |||||
Other assets less liabilities – (1.1)% | (7,132,350 | ) | ||||
Net Assets – 100.0% | $ | 644,536,710 | ||||
| 54 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Global Real Estate Investment Portfolio—Portfolio of Investments
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)
| Contract Amount (000) | U.S. $ Value on Origination Date | U.S. $ Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | |||||||||
Buy Contracts: | ||||||||||||
Australian Dollar settling 3/16/09 | 12,923 | $ | 8,491,703 | $ | 8,255,798 | $ | (235,905 | ) | ||||
Australian Dollar settling 3/16/09 | 11,223 | 7,555,324 | 7,169,761 | (385,563 | ) | |||||||
British Pound settling 3/16/09 | 2,051 | 3,028,302 | 2,936,066 | (92,236 | ) | |||||||
British Pound settling 3/16/09 | 3,880 | 5,586,928 | 5,554,332 | (32,596 | ) | |||||||
Canadian Dollar settling 3/16/09 | 8,939 | 7,204,513 | 7,026,211 | (178,302 | ) | |||||||
Euro settling 3/16/09 | 10,919 | 15,017,774 | 13,841,372 | (1,176,402 | ) | |||||||
Euro settling 3/16/09 | 9,621 | 13,113,904 | 12,195,974 | (917,930 | ) | |||||||
Japanese Yen settling 3/16/09 | 1,614,909 | 16,766,082 | 16,550,823 | (215,259 | ) | |||||||
Japanese Yen settling 3/16/09 | 1,418,033 | 15,780,118 | 14,533,087 | (1,247,031 | ) | |||||||
New Zealand Dollar settling 3/16/09 | 17,966 | 9,812,130 | 8,989,896 | (822,234 | ) | |||||||
New Zealand Dollar settling 3/16/09 | 22,069 | 12,367,026 | 11,042,971 | (1,324,055 | ) | |||||||
Norwegian Krone settling 3/16/09 | 104,021 | 14,827,099 | 14,792,221 | (34,878 | ) | |||||||
Swedish Krona settling 3/16/09 | 30,285 | 3,611,376 | 3,362,140 | (249,236 | ) | |||||||
Sale Contracts: | ||||||||||||
British Pound settling 3/16/09 | 3,880 | 5,787,796 | 5,554,332 | 233,464 | ||||||||
British Pound settling 3/16/09 | 2,051 | 3,059,477 | 2,936,066 | 123,411 | ||||||||
Canadian Dollar settling 3/16/09 | 44,939 | 35,644,656 | 35,322,845 | 321,811 | ||||||||
Canadian Dollar settling 3/16/09 | 7,386 | 6,050,626 | 5,805,526 | 245,100 | ||||||||
Canadian Dollar settling 3/16/09 | 4,258 | 3,587,799 | 3,346,863 | 240,936 | ||||||||
Canadian Dollar settling 3/16/09 | 4,435 | 3,630,692 | 3,485,988 | 144,704 | ||||||||
Euro settling 3/16/09 | 14,127 | 17,858,647 | 17,907,965 | (49,318 | ) | |||||||
Euro settling 3/16/09 | 6,413 | 8,034,206 | 8,129,382 | (95,176 | ) | |||||||
Euro settling 3/16/09 | 18,763 | 24,585,534 | 23,784,749 | 800,785 | ||||||||
Hong Kong Dollar settling 3/16/09 | 73,887 | 9,537,498 | 9,528,434 | 9,064 | ||||||||
Swedish Krona settling 3/16/09 | 68,955 | 8,617,759 | 7,655,155 | 962,604 | ||||||||
| (a) | Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $385,847,076. |
| (b) | Non-income producing security. |
| (c) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2009, the market value of this security amounted to $1,317,677 or 0.2% of net assets. |
| (d) | Investment in affiliated money market mutual fund. |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 55 |
Global Real Estate Investment Portfolio—Portfolio of Investments
INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 98.3% | |||||
Financials – 23.8% | |||||
Capital Markets – 4.2% | |||||
Credit Suisse Group AG(a) | 459,600 | $ | 11,184,785 | ||
Deutsche Bank AG(a) | 441,000 | 11,368,101 | |||
UBS AG (Swiss Virt-X)(a)(b) | 897,186 | 8,401,225 | |||
| 30,954,111 | |||||
Commercial Banks – 12.7% | |||||
ABSA Group Ltd. | 187,500 | 1,641,763 | |||
Australia & New Zealand Banking Group Ltd. | 804,300 | 6,736,837 | |||
Banco do Brasil SA | 762,700 | 4,417,243 | |||
Barclays PLC(a) | 3,153,600 | 4,137,131 | |||
BNP Paribas SA(a) | 343,100 | 11,111,363 | |||
Credit Agricole SA(a) | 761,711 | 7,376,413 | |||
HSBC Holdings PLC(a) | 1,620,800 | 11,272,862 | |||
Intesa Sanpaolo SpA(a) | 3,893,800 | 9,477,209 | |||
KB Financial Group, Inc.(b) | 369,000 | 7,074,636 | |||
Lloyds Banking Group PLC(a) | 5,870,635 | 4,819,168 | |||
National Australia Bank Ltd. | 207,000 | 2,325,140 | |||
Nordea Bank AB(a) | 634,400 | 3,163,037 | |||
Societe Generale – Class A(a) | 232,776 | 7,215,514 | |||
Standard Bank Group Ltd. | 557,100 | 3,564,505 | |||
Sumitomo Mitsui Financial Group, Inc.(a) | 210,800 | 6,682,627 | |||
Unibanco – Uniao de Bancos Brasileiros SA (Sponsored) (ADR) | 64,900 | 3,396,217 | |||
| 94,411,665 | |||||
Consumer Finance – 0.0% | |||||
ORIX Corp.(a) | 4,890 | 99,336 | |||
Diversified Financial Services – 0.6% | |||||
ING Group(a) | 921,411 | 4,165,026 | |||
Insurance – 5.7% | |||||
Allianz SE(a) | 216,800 | 14,480,330 | |||
Aviva PLC(a) | 1,855,395 | 7,622,874 | |||
Fairfax Financial Holdings Ltd.(a) | 11,200 | 2,719,094 | |||
Fondiaria-Sai SpA (ordinary shares)(a) | 142,900 | 1,657,805 | |||
Muenchener Rueckversicherungs AG(a) | 111,300 | 13,536,189 | |||
Sun Life Financial, Inc.(a) | 112,900 | 1,766,891 | |||
| 41,783,183 | |||||
Real Estate Management & Development – 0.6% | |||||
New World Development Co., Ltd. | 5,256,000 | 4,691,196 | |||
| 176,104,517 | |||||
| 56 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Energy – 15.7% | |||||
Oil, Gas & Consumable Fuels – 15.7% | |||||
BP PLC(a) | 2,834,600 | $ | 18,058,658 | ||
China Petroleum & Chemical Corp. – Class H | 17,552,500 | 8,979,814 | |||
ENI SpA(a) | 621,800 | 12,410,890 | |||
LUKOIL (Sponsored) (ADR) | 356,050 | 11,407,842 | |||
Nippon Mining Holdings, Inc.(a) | 1,416,000 | 4,917,964 | |||
Petro-Canada(a) | 405,600 | 8,952,404 | |||
Royal Dutch Shell PLC (Euronext Amsterdam) – Class A(a) | 1,067,752 | 23,342,841 | |||
StatoilHydro ASA(a) | 648,900 | 10,773,463 | |||
Total SA(a) | 364,800 | 17,138,864 | |||
| 115,982,740 | |||||
Telecommunication Services – 13.0% | |||||
Diversified Telecommunication Services – 10.2% | |||||
BCE, Inc.(a) | 362,000 | 7,065,288 | |||
Deutsche Telekom AG – Class W(a) | 666,000 | 8,007,791 | |||
France Telecom SA(a) | 521,200 | 11,647,630 | |||
Nippon Telegraph & Telephone Corp.(a) | 262,100 | 11,207,253 | |||
Telecom Italia SpA (ordinary shares)(a) | 6,603,400 | 8,026,431 | |||
Telecom Italia SpA (savings shares)(a) | 4,931,400 | 4,690,050 | |||
Telefonica SA(a) | 872,000 | 16,048,377 | |||
Telstra Corp. Ltd. | 2,555,100 | 5,758,337 | |||
TELUS Corp. – Class A(a) | 127,400 | 3,186,502 | |||
| 75,637,659 | |||||
Wireless Telecommunication | |||||
KDDI Corp.(a) | 743 | 3,892,336 | |||
Vodafone Group PLC(a) | 9,629,937 | 17,063,040 | |||
| 20,955,376 | |||||
| 96,593,035 | |||||
Information Technology – 9.0% | |||||
Communications Equipment – 2.5% | |||||
Nokia OYJ(a) | 895,000 | 8,386,483 | |||
Telefonaktiebolaget LM Ericsson – Class B(a) | 1,266,000 | 10,254,187 | |||
| 18,640,670 | |||||
Computers & Peripherals – 2.7% | |||||
Compal Electronics, Inc. (GDR)(c) | 2,190,349 | 6,333,176 | |||
Fujitsu Ltd.(a) | 1,960,000 | 6,638,478 | |||
Toshiba Corp.(a) | 2,965,000 | 7,183,759 | |||
| 20,155,413 | |||||
Electronic Equipment, Instruments & Components – 1.1% | |||||
AU Optronics Corp. | 4,093,000 | 2,981,532 | |||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 57 |
International Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Hitachi High-Technologies Corp.(a) | 159,600 | $ | 1,958,506 | ||
Hitachi Ltd.(a) | 1,339,000 | 3,334,262 | |||
| 8,274,300 | |||||
Office Electronics – 0.3% | |||||
Canon, Inc.(a) | 78,700 | 1,986,156 | |||
Semiconductors & Semiconductor Equipment – 2.4% | |||||
Samsung Electronics (Preference Shares) | 11,500 | 2,036,836 | |||
Samsung Electronics Co. Ltd. | 31,700 | 9,749,901 | |||
United Microelectronics Corp. | 27,512,175 | 6,066,234 | |||
| 17,852,971 | |||||
| 66,909,510 | |||||
Consumer Discretionary – 8.2% | |||||
Auto Components – 0.5% | |||||
Compagnie Generale des Etablissements Michelin – Class B(a) | 27,700 | 893,227 | |||
Magna International, Inc. – Class A(a) | 100,700 | 2,583,594 | |||
| 3,476,821 | |||||
Automobiles – 4.8% | |||||
Honda Motor Co. Ltd.(a) | 480,100 | 11,480,527 | |||
Isuzu Motors Ltd.(a) | 1,716,000 | 1,665,049 | |||
Nissan Motor Co. Ltd.(a) | 2,582,000 | 7,882,179 | |||
Renault SA(a) | 317,600 | 4,560,493 | |||
Toyota Motor Corp.(a) | 307,100 | 9,836,295 | |||
| 35,424,543 | |||||
Hotels, Restaurants & Leisure – 0.5% | |||||
TUI Travel PLC(a) | 1,205,700 | 3,797,013 | |||
Household Durables – 1.7% | |||||
Sharp Corp.(a) | 1,065,000 | 8,222,297 | |||
Sony Corp.(a) | 258,300 | 4,325,370 | |||
| 12,547,667 | |||||
Media – 0.7% | |||||
Lagardere SCA(a) | 174,400 | 5,644,726 | |||
| 60,890,770 | |||||
Materials – 7.7% | |||||
Chemicals – 2.6% | |||||
BASF SE(a) | 342,900 | 9,451,680 | |||
Mitsubishi Chemical Holdings Corp.(a) | 1,585,500 | 5,385,359 | |||
Mitsui Chemicals, Inc.(a) | 358,000 | 761,323 | |||
Solvay SA – Class A(a) | 59,400 | 3,361,602 | |||
| 18,959,964 | |||||
Metals & Mining – 4.2% | |||||
Antofagasta PLC(a) | 308,300 | 1,929,206 | |||
| 58 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
ArcelorMittal (Euronext Amsterdam)(a) | 391,032 | $ | 7,494,824 | ||
BHP Billiton Ltd. | 462,300 | 8,324,439 | |||
Inmet Mining Corp.(a) | 31,700 | 718,620 | |||
JFE Holdings, Inc.(a) | 340,700 | 7,372,034 | |||
MMC Norilsk Nickel (ADR) | 358,420 | 1,684,574 | |||
Sumitomo Metal Mining Co. Ltd.(a) | 395,000 | 3,942,823 | |||
| 31,466,520 | |||||
Paper & Forest Products – 0.9% | |||||
Stora Enso Oyj – Class R(a) | 675,600 | 2,811,041 | |||
Svenska Cellulosa AB – Class B(a) | 643,200 | 4,162,994 | |||
| 6,974,035 | |||||
| 57,400,519 | |||||
Health Care – 7.7% | |||||
Health Care Providers & Services – 0.3% | |||||
Celesio AG(a) | 101,700 | 2,097,417 | |||
Pharmaceuticals – 7.4% | |||||
Bayer AG(a) | 210,000 | 10,057,063 | |||
GlaxoSmithKline PLC(a) | 1,096,100 | 16,624,388 | |||
Novartis AG(a) | 375,110 | 13,685,254 | |||
Sanofi-Aventis SA(a) | 283,319 | 14,561,759 | |||
| 54,928,464 | |||||
| 57,025,881 | |||||
Industrials – 7.0% | |||||
Aerospace & Defense – 0.9% | |||||
European Aeronautic Defence & Space Co., NV(a) | 466,100 | 6,767,227 | |||
Airlines – 1.1% | |||||
Deutsche Lufthansa AG(a) | 547,700 | 5,952,590 | |||
Qantas Airways Ltd. | 2,703,029 | 2,669,812 | |||
| 8,622,402 | |||||
Industrial Conglomerates – 1.1% | |||||
Bidvest Group Ltd. | 240,000 | 1,964,144 | |||
Koninklijke Philips Electronics NV(a) | 382,000 | 6,107,890 | |||
| 8,072,034 | |||||
Machinery – 1.3% | |||||
Vallourec(a) | 52,500 | 4,086,308 | |||
Volvo AB – Class B(a) | 1,270,500 | 5,313,175 | |||
| 9,399,483 | |||||
Road & Rail – 0.5% | |||||
East Japan Railway Co.(a) | 61,400 | 3,677,101 | |||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 59 |
International Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Trading Companies & Distributors – 1.8% | |||||
Mitsubishi Corp.(a) | 703,800 | $ | 8,756,313 | ||
Mitsui & Co. Ltd.(a) | 482,000 | 4,439,925 | |||
| 13,196,238 | |||||
Transportation Infrastructure – 0.3% | |||||
Macquarie Infrastructure Group | 3,219,500 | 2,081,065 | |||
| 51,815,550 | |||||
Utilities – 3.4% | |||||
Electric Utilities – 2.1% | |||||
E.ON AG(a) | 453,100 | 11,583,340 | |||
The Tokyo Electric Power Co., Inc.(a) | 141,700 | 4,000,193 | |||
| 15,583,533 | |||||
Multi-Utilities – 1.3% | |||||
A2A SpA(a) | 1,560,500 | 2,242,405 | |||
Centrica PLC(a) | 1,151,500 | 4,428,278 | |||
RWE AG(a) | 47,700 | 2,996,118 | |||
| 9,666,801 | |||||
| 25,250,334 | |||||
Consumer Staples – 2.8% | |||||
Food & Staples Retailing – 2.0% | |||||
Aeon Co. Ltd.(a) | 379,100 | 2,239,170 | |||
Delhaize Group(a) | 43,700 | 2,523,124 | |||
Koninklijke Ahold NV(a) | 902,940 | 10,019,150 | |||
| 14,781,444 | |||||
Food Products – 0.8% | |||||
Associated British Foods PLC(a) | 634,800 | 5,884,032 | |||
| 20,665,476 | |||||
Total Common Stocks | 728,638,332 | ||||
RIGHTS – 0.0% | |||||
Financials – 0.0% | |||||
Commercial Banks – 0.0% | |||||
Shinhan Financial Group Co. Ltd.(b) | 30,954 | 64,596 | |||
Diversified Financial Services – 0.0% | |||||
Fortis(a)(b) | 453,498 | 0 | |||
Total Rights | 64,596 | ||||
| 60 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | ||||
SHORT-TERM INVESTMENTS –2.6% | ||||||
Investment Companies – 2.6% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(d) | 19,019,312 | $ | 19,019,312 | |||
Total Investments – 100.9% | 747,722,240 | |||||
Other assets less liabilities – (0.9)% | (6,306,033 | ) | ||||
Net Assets – 100.0% | $ | 741,416,207 | ||||
FINANCIAL FUTURES CONTRACTS (see Note C)
| Type | Number of Contracts | Expiration Month | Original Value | Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | ||||||||
Purchased Contracts | |||||||||||||
EURO STOXX 50 | 147 | March 2009 | $ | 4,584,810 | $ | 3,680,595 | $ | (904,215) | |||||
FTSE 100 Index Futures | 38 | March 2009 | $ | 2,341,506 | $ | 2,071,311 | $ | (270,195) | |||||
| $ | (1,174,410) | ||||||||||||
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)
| Contract Amount (000) | U.S. $ Value on Origination Date | U.S. $ Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | |||||||||
Buy Contracts: | ||||||||||||
British Pound settling 3/16/09 | 22,298 | $ | 30,816,951 | $ | 31,920,233 | $ | 1,103,282 | |||||
British Pound settling 3/16/09 | 20,244 | 28,952,159 | 28,979,873 | 27,714 | ||||||||
Canadian Dollar settling 3/16/09 | 7,049 | 5,640,463 | 5,540,638 | (99,825 | ) | |||||||
Euro settling 3/16/09 | 10,098 | 14,048,136 | 12,800,639 | (1,247,497 | ) | |||||||
Euro settling 3/16/09 | 37,155 | 51,689,293 | 47,099,203 | (4,590,090 | ) | |||||||
Euro settling 3/16/09 | 6,823 | 9,300,090 | 8,649,115 | (650,975 | ) | |||||||
Euro settling 3/16/09 | 4,714 | 6,459,594 | 5,975,660 | (483,934 | ) | |||||||
Euro settling 3/16/09 | 3,950 | 5,215,975 | 5,007,182 | (208,793 | ) | |||||||
Japanese Yen settling 3/16/09 | 893,351 | 9,000,564 | 9,155,744 | 155,180 | ||||||||
Japanese Yen settling 3/16/09 | 1,120,531 | 11,847,692 | 11,484,059 | (363,633 | ) | |||||||
Japanese Yen settling 3/16/09 | 339,967 | 3,601,536 | 3,484,242 | (117,294 | ) | |||||||
Japanese Yen settling 3/16/09 | 634,666 | 6,671,565 | 6,504,542 | (167,023 | ) | |||||||
Japanese Yen settling 3/16/09 | 884,543 | 9,590,621 | 9,065,473 | (525,148 | ) | |||||||
Japanese Yen settling 3/16/09 | 1,173,552 | 12,923,016 | 12,027,459 | (895,557 | ) | |||||||
Japanese Yen settling 3/16/09 | 1,059,115 | 11,915,565 | 10,854,621 | (1,060,944 | ) | |||||||
Japanese Yen settling 3/16/09 | 1,452,254 | 16,339,492 | 14,883,810 | (1,455,682 | ) | |||||||
Japanese Yen settling 6/15/09 | 860,398 | 8,823,147 | 8,837,136 | 13,989 | ||||||||
Norwegian Krone settling 3/16/09 | 147,113 | 20,145,842 | 20,920,084 | 774,242 | ||||||||
Norwegian Krone settling 6/15/09 | 231,007 | 33,494,226 | 32,761,172 | (733,054 | ) | |||||||
Swedish Krona settling 3/16/09 | 63,148 | 7,977,261 | 7,010,482 | (966,779 | ) | |||||||
Swedish Krona settling 3/16/09 | 20,245 | �� | 2,422,593 | 2,247,533 | (175,060 | ) | ||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 61 |
International Value Portfolio—Portfolio of Investments
| Contract Amount (000) | U.S. $ Value on Origination Date | U.S. $ Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | |||||||||
Buy Contracts: (continued) | ||||||||||||
Swedish Krona settling 3/16/09 | 166,762 | $ | 20,259,866 | $ | 18,513,364 | $ | (1,746,502 | ) | ||||
Swedish Krona settling 6/15/09 | 20,443 | 2,289,634 | 2,271,811 | (17,823 | ) | |||||||
Sale Contracts: | ||||||||||||
British Pound settling 3/16/09 | 15,678 | 23,255,491 | 22,443,512 | 811,979 | ||||||||
British Pound settling 3/16/09 | 1,292 | 1,994,654 | 1,849,535 | 145,119 | ||||||||
British Pound settling 3/16/09 | 25,572 | 37,047,435 | 36,607,059 | 440,376 | ||||||||
Canadian Dollar settling 3/16/09 | 2,446 | 1,947,297 | 1,922,599 | 24,698 | ||||||||
Canadian Dollar settling 3/16/09 | 2,170 | 1,672,408 | 1,705,658 | (33,250 | ) | |||||||
Canadian Dollar settling 3/16/09 | 16,782 | 13,311,124 | 13,190,948 | 120,176 | ||||||||
Canadian Dollar settling 3/16/09 | 8,970 | 7,558,140 | 7,050,578 | 507,562 | ||||||||
Canadian Dollar settling 6/15/09 | 7,792 | 6,281,085 | 6,129,039 | 152,046 | ||||||||
Euro settling 3/16/09 | 10,098 | 12,626,539 | 12,800,639 | (174,100 | ) | |||||||
Euro settling 3/16/09 | 7,709 | 9,977,759 | 9,772,245 | 205,514 | ||||||||
Euro settling 3/16/09 | 52,642 | 68,134,541 | 66,731,160 | 1,403,381 | ||||||||
Euro settling 3/16/09 | 7,527 | 9,900,413 | 9,541,534 | 358,879 | ||||||||
Euro settling 6/15/09 | 45,692 | 57,667,416 | 57,915,129 | (247,713 | ) | |||||||
Norwegian Krone settling 3/16/09 | 147,113 | 21,260,026 | 20,920,084 | 339,942 | ||||||||
Swedish Krona settling 3/16/09 | 15,593 | 1,934,615 | 1,731,083 | 203,532 | ||||||||
Swedish Krona settling 3/16/09 | 15,073 | 1,825,260 | 1,673,354 | 151,906 | ||||||||
Swedish Krona settling 3/16/09 | 32,482 | 3,837,529 | 3,606,044 | 231,485 | ||||||||
Swedish Krona settling 3/16/09 | 187,007 | 23,956,214 | 20,760,897 | 3,195,317 | ||||||||
Swedish Krona settling 6/15/09 | 200,272 | 22,666,999 | 22,256,036 | 410,963 | ||||||||
Swiss Franc settling 3/16/09 | 5,744 | 5,241,115 | 4,911,123 | 329,992 | ||||||||
Swiss Franc settling 3/16/09 | 9,245 | 8,115,273 | 7,904,479 | 210,794 | ||||||||
| (a) | Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $615,395,065. |
| (b) | Non-income producing security. |
| (c) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2009, the market value of this security amounted to $6,333,176 or 0.9% of net assets. |
| (d) | Investment in affiliated money market mutual fund. |
Glossary:
ADR – American Depositary Receipt
GDR – Global Depositary Receipt
See notes to financial statements.
| 62 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Value Portfolio—Portfolio of Investments
INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 96.9% | |||||
Health Care – 16.0% | |||||
Biotechnology – 0.7% | |||||
CSL Ltd./Australia(a) | 239,652 | $ | 5,542,288 | ||
Pharmaceuticals – 15.3% | |||||
AstraZeneca PLC(a) | 329,050 | 10,434,741 | |||
Bayer AG(a) | 424,427 | 20,326,139 | |||
GlaxoSmithKline PLC(a) | 258,257 | 3,916,946 | |||
Novartis AG(a) | 302,816 | 11,047,730 | |||
Novo Nordisk A/S – Class B | 315,154 | 15,345,928 | |||
Roche Holding AG(a) | 66,319 | 7,528,370 | |||
Sanofi-Aventis(a) | 379,147 | 19,487,035 | |||
Teva Pharmaceutical Industries Ltd. (Sponsored) (ADR) | 650,700 | 29,008,206 | |||
| 117,095,095 | |||||
| 122,637,383 | |||||
Consumer Staples – 15.1% | |||||
Beverages – 0.5% | |||||
Pernod-Ricard SA(a) | 77,524 | 4,221,250 | |||
Food & Staples Retailing – 2.7% | |||||
Tesco PLC(a) | 4,314,767 | 20,462,379 | |||
Food Products – 5.1% | |||||
Nestle SA(a) | 742,054 | 24,258,079 | |||
Unilever PLC(a) | 754,441 | 14,574,058 | |||
| 38,832,137 | |||||
Household Products – 3.4% | |||||
Reckitt Benckiser PLC(a) | 676,844 | 25,899,815 | |||
Tobacco – 3.4% | |||||
British American Tobacco PLC(a) | 1,037,660 | 26,523,018 | |||
| 115,938,599 | |||||
Energy – 12.1% | |||||
Oil, Gas & Consumable Fuels – 12.1% | |||||
BG Group PLC(a) | 1,716,024 | 24,529,524 | |||
Petroleo Brasileiro SA (ADR) | 542,700 | 15,049,071 | |||
Royal Dutch Shell PLC (London Virt-X) – Class A(a) | 820,598 | 18,015,695 | |||
StatoilHydro ASA(a) | 863,523 | 14,336,774 | |||
Total SA(a) | 437,047 | 20,533,138 | |||
| 92,464,202 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 63 |
International Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Financials – 10.3% | |||||
Capital Markets – 3.8% | |||||
Credit Suisse Group AG(a) | 390,607 | $ | 9,505,778 | ||
Julius Baer Holding AG(a) | 414,019 | 9,543,069 | |||
Man Group PLC(a) | 4,018,781 | 9,774,917 | |||
| 28,823,764 | |||||
Commercial Banks – 2.9% | |||||
Banco Itau Holding Financeira SA (ADR) | 250,400 | 2,298,672 | |||
Banco Santander Central Hispano SA(a) | 1,404,378 | 8,579,196 | |||
Industrial & Commercial Bank of China Ltd. | 14,622,000 | 5,889,101 | |||
Standard Chartered PLC(a) | 597,209 | 5,628,268 | |||
| 22,395,237 | |||||
Insurance – 3.5% | |||||
Muenchener Rueckversicherungs AG (MunichRe)(a) | 83,912 | 10,205,289 | |||
QBE Insurance Group Ltd.(a) | 1,138,602 | 13,675,314 | |||
Zurich Financial Services AG(a) | 20,543 | 2,909,246 | |||
| 26,789,849 | |||||
Real Estate Management & | |||||
China Overseas Land & Investment Ltd. | 666,000 | 869,837 | |||
| 78,878,687 | |||||
Consumer Discretionary – 9.9% | |||||
Auto Components – 1.0% | |||||
Bridgestone Corp.(a) | 289,000 | 3,936,108 | |||
Denso Corp.(a) | 213,000 | 4,044,107 | |||
| 7,980,215 | |||||
Automobiles – 2.1% | |||||
Honda Motor Co. Ltd.(a) | 659,700 | 15,775,263 | |||
Distributors – 0.3% | |||||
Li & Fung Ltd. | 870,000 | 1,885,272 | |||
Hotels, Restaurants & Leisure – 1.5% | |||||
Carnival PLC(a) | 291,769 | 5,912,772 | |||
Compass Group PLC(a) | 1,328,719 | 5,837,727 | |||
| 11,750,499 | |||||
Media – 3.0% | |||||
British Sky Broadcasting Group PLC(a) | 683,515 | 4,556,272 | |||
Eutelsat Communications(a) | 300,582 | 6,173,059 | |||
Pearson PLC(a) | 301,366 | 2,827,879 | |||
SES SA (FDR)(a) | 530,818 | 9,722,493 | |||
| 23,279,703 | |||||
Multiline Retail – 0.6% | |||||
Next PLC(a) | 250,175 | 4,148,630 | |||
| 64 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Specialty Retail – 1.4% | |||||
Hennes & Mauritz AB – Class B(a) | 163,320 | $ | 6,058,218 | ||
Kingfisher PLC(a) | 2,741,215 | 4,912,469 | |||
| 10,970,687 | |||||
| 75,790,269 | |||||
Telecommunication Services – 8.8% | |||||
Diversified Telecommunication | |||||
Deutsche Telekom AG(a) | 952,894 | 11,457,320 | |||
Telefonica SA(a) | 1,127,649 | 20,753,367 | |||
| 32,210,687 | |||||
Wireless Telecommunication | |||||
China Mobile Ltd. | 393,000 | 3,414,428 | |||
KDDI Corp.(a) | 848 | 4,442,397 | |||
MTN Group Ltd. | 391,377 | 3,314,430 | |||
NTT DoCoMo, Inc.(a) | 3,019 | 4,703,056 | |||
Vodafone Group PLC(a) | 10,853,368 | 19,230,806 | |||
| 35,105,117 | |||||
| 67,315,804 | |||||
Materials – 7.7% | |||||
Chemicals – 2.2% | |||||
Syngenta AG(a) | 79,222 | 16,935,886 | |||
Construction Materials – 1.2% | |||||
CRH PLC(a) | 471,924 | 9,612,441 | |||
Metals & Mining – 4.3% | |||||
ArcelorMittal (Euronext Amsterdam)(a) | 162,739 | 3,119,183 | |||
Barrick Gold Corp.(a) | 235,479 | 7,116,937 | |||
BHP Billiton PLC(a) | 728,260 | 11,349,845 | |||
Cia Vale do Rio Doce – Class B (ADR) | 863,200 | 11,126,648 | |||
| 32,712,613 | |||||
| 59,260,940 | |||||
Industrials – 7.2% | |||||
Aerospace & Defense – 2.3% | |||||
BAE Systems PLC(a) | 3,361,717 | 17,748,079 | |||
Construction & Engineering – 0.4% | |||||
China Railway Construction Corp. Ltd.(b) | 2,810,000 | 3,392,889 | |||
Electrical Equipment – 0.9% | |||||
Schneider Electric SA(a) | 108,879 | 6,499,504 | |||
Machinery – 1.1% | |||||
Atlas Copco AB – Class A(a) | 653,673 | 4,509,564 | |||
NGK Insulators Ltd.(a) | 322,000 | 4,235,281 | |||
| 8,744,845 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 65 |
International Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Trading Companies & Distributors – 2.5% | |||||
Mitsubishi Corp.(a) | 458,800 | $ | 5,708,150 | ||
Mitsui & Co. Ltd.(a) | 1,436,000 | 13,227,661 | |||
| 18,935,811 | |||||
| 55,321,128 | |||||
Utilities – 7.1% | |||||
Electric Utilities – 1.4% | |||||
E.ON AG(a) | 409,043 | 10,457,038 | |||
Independent Power Producers & Energy Traders – 0.6% | |||||
China Resources Power Holdings Co. | 2,462,000 | 4,555,679 | |||
Multi-Utilities – 5.1% | |||||
Centrica PLC(a) | 2,287,338 | 8,796,326 | |||
GDF Suez(a) | 469,297 | 14,820,323 | |||
National Grid PLC(a) | 1,748,546 | 15,564,825 | |||
| 39,181,474 | |||||
| 54,194,191 | |||||
Information Technology – 2.7% | |||||
Electronic Equipment, Instruments & Components – 0.5% | |||||
AU Optronics Corp. (Sponsored) (ADR) | 531,800 | 3,823,642 | |||
Internet Software & Services – 0.5% | |||||
Tencent Holdings Ltd. | 649,000 | 3,707,695 | |||
IT Services – 0.2% | |||||
Cap Gemini(a) | 65,636 | 1,881,034 | |||
Software – 1.5% | |||||
Nintendo Co. Ltd.(a) | 26,700 | 7,622,832 | |||
SAP AG(a) | 121,886 | 3,899,498 | |||
| 11,522,330 | |||||
| 20,934,701 | |||||
Total Common Stocks | 742,735,904 | ||||
WARRANTS – 1.2% | |||||
Information Technology – 1.2% | |||||
Semiconductors & Semiconductor Equipment – 1.2% | |||||
Taiwan Semiconductor Manufacturing Co, Ltd. 01/02/12, expiring 2/01/12(b) | 7,062,000 | 9,039,360 | |||
| 66 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | ||||
SHORT-TERM INVESTMENTS – 2.8% | ||||||
Investment Companies – 2.8% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(c) | 21,698,070 | $ | 21,698,070 | |||
Total Investments – 100.9% | 773,473,334 | |||||
Other assets less liabilities – (0.9)% | (7,131,453 | ) | ||||
Net Assets – 100.0% | $ | 766,341,881 | ||||
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)
| Contract Amount (000) | U.S. $ Value on Origination Date | U.S. $ Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | |||||||||
Buy Contracts: | ||||||||||||
Australian Dollar settling 3/16/09 | 21,700 | $ | 15,328,880 | $ | 13,862,943 | $ | (1,465,937 | ) | ||||
British Pound settling 3/16/09 | 17,362 | 23,995,152 | 24,854,206 | 859,054 | ||||||||
British Pound settling 3/16/09 | 12,339 | 17,775,810 | 17,663,636 | (112,174 | ) | |||||||
British Pound settling 3/16/09 | 6,027 | 8,648,383 | 8,627,825 | (20,558 | ) | |||||||
Euro settling 3/16/09 | 26,416 | 36,332,038 | 33,486,006 | (2,846,032 | ) | |||||||
Euro settling 3/16/09 | 10,415 | 14,500,284 | 13,202,481 | (1,297,803 | ) | |||||||
Euro settling 3/16/09 | 7,187 | 9,770,726 | 9,110,536 | (660,190 | ) | |||||||
Euro settling 3/16/09 | 44,621 | 61,144,156 | 56,563,411 | (4,580,745 | ) | |||||||
Euro settling 3/16/09 | 5,747 | 7,588,913 | 7,285,133 | (303,780 | ) | |||||||
Japanese Yen settling 3/16/09 | 1,212,064 | 13,066,667 | 12,422,159 | (644,508 | ) | |||||||
Japanese Yen settling 3/16/09 | 11,267,814 | 123,698,433 | 115,481,177 | (8,217,256 | ) | |||||||
Japanese Yen settling 6/15/09 | 629,112 | 6,903,532 | 6,461,601 | (441,931 | ) | |||||||
New Zealand Dollar settling 3/16/09 | 21,872 | 12,903,386 | 10,944,395 | (1,958,991 | ) | |||||||
Norwegian Krone settling 3/16/09 | 188,258 | 26,907,454 | 26,771,075 | (136,379 | ) | |||||||
Sale Contracts: | ||||||||||||
British Pound settling 3/16/09 | 23,456 | 35,812,386 | 33,577,944 | 2,234,442 | ||||||||
British Pound settling 3/16/09 | 10,129 | 14,887,604 | 14,499,957 | 387,647 | ||||||||
British Pound settling 3/16/09 | 6,967 | 10,111,694 | 9,973,462 | 138,232 | ||||||||
British Pound settling 3/16/09 | 4,397 | 6,630,676 | 6,294,433 | 336,243 | ||||||||
British Pound settling 3/16/09 | 116,173 | 176,887,333 | 166,305,017 | 10,582,316 | ||||||||
Canadian Dollar settling 3/16/09 | 6,820 | 5,403,478 | 5,360,640 | 42,838 | ||||||||
Euro settling 3/16/09 | 13,519 | 17,651,082 | 17,137,239 | 513,843 | ||||||||
Euro settling 3/16/09 | 7,371 | 9,540,285 | 9,343,782 | 196,503 | ||||||||
Euro settling 3/16/09 | 5,147 | 6,721,467 | 6,524,548 | 196,919 | ||||||||
Euro settling 3/16/09 | 13,983 | 17,796,723 | 17,725,424 | 71,299 | ||||||||
Euro settling 3/16/09 | 8,526 | 10,876,021 | 10,807,907 | 68,114 | ||||||||
Japanese Yen settling 3/16/09 | 823,996 | 9,199,464 | 8,444,941 | 754,523 | ||||||||
Japanese Yen settling 3/16/09 | 830,057 | 9,338,550 | 8,507,059 | 831,491 | ||||||||
Swedish Krona settling 3/16/09 | 29,795 | 3,826,986 | 3,307,742 | 519,244 | ||||||||
Swiss Franc settling 3/16/09 | 2,525 | 2,303,937 | 2,158,876 | 145,061 | ||||||||
Swiss Franc settling 3/16/09 | 47,924 | 43,985,131 | 40,975,042 | 3,010,089 | ||||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 67 |
International Growth Portfolio—Portfolio of Investments
| (a) | Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $615,306,131. |
| (b) | Non-income producing security. |
| (c) | Investment in affiliated money market mutual fund. |
Glossary:
| ADR | – American Depositary Receipt |
| FDR | – Fiduciary Depositary Receipt |
| See | notes to financial statements. |
| 68 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
International Growth Portfolio—Portfolio of Investments
SMALL-MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 95.3% | |||||
Financials – 20.0% | |||||
Commercial Banks – 2.3% | |||||
Popular, Inc. | 29,300 | $ | 65,925 | ||
The South Financial Group, Inc. | 528,000 | 665,280 | |||
Susquehanna Bancshares, Inc. | 200,800 | 1,761,016 | |||
Synovus Financial Corp. | 225,300 | 784,044 | |||
Trustmark Corp. | 121,300 | 2,157,927 | |||
Webster Financial Corp. | 303,500 | 1,177,580 | |||
Whitney Holding Corp. | 162,000 | 1,790,100 | |||
| 8,401,872 | |||||
Insurance – 10.2% | |||||
Arch Capital Group Ltd.(a) | 104,100 | 5,621,400 | |||
Aspen Insurance Holdings Ltd. | 343,500 | 7,484,865 | |||
Fidelity National Financial, Inc. – Class A | 305,000 | 5,053,850 | |||
Old Republic International Corp. | 376,000 | 3,414,080 | |||
PartnerRe Ltd. | 45,500 | 2,816,450 | |||
Platinum Underwriters Holdings, Ltd. | 256,700 | 7,197,868 | |||
Reinsurance Group of America, Inc. – Class A | 59,700 | 1,623,840 | |||
RenaissanceRe Holdings Ltd. | 35,000 | 1,576,050 | |||
StanCorp Financial Group, Inc. | 144,300 | 2,595,957 | |||
| 37,384,360 | |||||
Real Estate Investment Trusts | |||||
Alexandria Real Estate Equities, Inc. | 49,000 | 1,958,040 | |||
Digital Realty Trust, Inc. | 171,300 | 5,120,157 | |||
Home Properties, Inc. | 120,913 | 3,209,031 | |||
Mid-America Apartment Communities, Inc. | 74,000 | 1,912,900 | |||
Sunstone Hotel Investors, Inc. | 299,301 | 655,469 | |||
Tanger Factory Outlet Centers | 138,100 | 3,811,560 | |||
Taubman Centers, Inc. | 66,300 | 1,037,595 | |||
| 17,704,752 | |||||
Real Estate Management & | |||||
Brookfield Properties Corp. | 373,700 | 1,849,815 | |||
Thrifts & Mortgage Finance – 2.2% | |||||
Astoria Financial Corp. | 113,400 | 810,810 | |||
First Niagara Financial Group, Inc. | 167,400 | 1,945,188 | |||
Provident Financial Services, Inc. | 129,600 | 1,210,464 | |||
Washington Federal, Inc. | 359,450 | 4,094,136 | |||
| 8,060,598 | |||||
| 73,401,397 | |||||
Information Technology – 16.2% | |||||
Communications Equipment – 0.3% | |||||
CommScope, Inc.(a) | 126,600 | 1,130,538 | |||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 69 |
Small-Mid Cap Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Computers & Peripherals – 2.6% | |||||
Lexmark International, Inc. – Class A(a) | 127,100 | $ | 2,178,494 | ||
SanDisk Corp.(a) | 274,000 | 2,441,340 | |||
Western Digital Corp.(a) | 356,500 | 4,869,790 | |||
| 9,489,624 | |||||
Electronic Equipment, Instruments & Components – 8.7% | |||||
Anixter International, Inc.(a) | 151,900 | 4,467,379 | |||
Arrow Electronics, Inc.(a) | 256,000 | 4,257,280 | |||
AU Optronics Corp. (Sponsored) (ADR) | 744,000 | 5,349,360 | |||
Avnet, Inc.(a) | 196,400 | 3,391,828 | |||
AVX Corp. | 235,600 | 2,016,736 | |||
Benchmark Electronics, Inc.(a) | 170,300 | 1,663,831 | |||
Flextronics International Ltd.(a) | 941,300 | 1,939,078 | |||
Ingram Micro, Inc. – Class A(a) | 382,800 | 4,168,692 | |||
Insight Enterprises, Inc.(a) | 393,000 | 1,033,590 | |||
Tech Data Corp.(a) | 216,700 | 3,746,743 | |||
| 32,034,517 | |||||
IT Services – 0.9% | |||||
Convergys Corp.(a) | 406,900 | 2,624,505 | |||
Perot Systems Corp. – Class A(a) | 39,092 | 444,867 | |||
| 3,069,372 | |||||
Semiconductors & Semiconductor Equipment – 3.2% | |||||
Amkor Technology, Inc.(a) | 506,000 | 865,260 | |||
Siliconware Precision Industries Co. (Sponsored) (ADR) | 1,226,100 | 5,431,623 | |||
Teradyne, Inc.(a) | 782,400 | 3,231,312 | |||
Zoran Corp.(a) | 432,600 | 2,249,520 | |||
| 11,777,715 | |||||
Software – 0.5% | |||||
Amdocs Ltd.(a) | 117,400 | 1,966,450 | |||
| 59,468,216 | |||||
Industrials – 13.5% | |||||
Aerospace & Defense – 0.6% | |||||
Goodrich Corp. | 64,300 | 2,130,902 | |||
Airlines – 1.6% | |||||
Alaska Air Group, Inc.(a) | 111,700 | 2,447,347 | |||
Continental Airlines, Inc. – Class B(a) | 181,300 | 1,816,626 | |||
Skywest, Inc. | 164,700 | 1,686,528 | |||
| 5,950,501 | |||||
Building Products – 0.4% | |||||
Quanex Building Products Corp. | 198,200 | 1,389,382 | |||
| 70 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Small-Mid Cap Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Commercial Services & Supplies – 1.1% | |||||
United Stationers, Inc.(a) | 176,800 | $ | 3,841,864 | ||
Electrical Equipment – 2.8% | |||||
Acuity Brands, Inc. | 103,600 | 2,374,512 | |||
Cooper Industries Ltd. – Class A | 94,000 | 1,982,460 | |||
EnerSys(a) | 298,600 | 3,200,992 | |||
Regal-Beloit Corp. | 97,000 | 2,781,960 | |||
| 10,339,924 | |||||
Machinery – 3.9% | |||||
Briggs & Stratton Corp. | 344,100 | 4,191,138 | |||
Gardner Denver, Inc.(a) | 91,900 | 1,738,748 | |||
Mueller Industries, Inc. | 245,000 | 4,427,150 | |||
Terex Corp.(a) | 445,100 | 3,970,292 | |||
| 14,327,328 | |||||
Professional Services – 0.8% | |||||
Kelly Services, Inc. – Class A | 400,100 | 3,040,760 | |||
Road & Rail – 1.4% | |||||
Arkansas Best Corp. | 45,800 | 797,836 | |||
Con-way, Inc. | 116,300 | 1,757,293 | |||
Hertz Global Holdings, Inc.(a) | 442,900 | 1,399,564 | |||
Werner Enterprises, Inc. | 97,100 | 1,322,502 | |||
| 5,277,195 | |||||
Trading Companies & Distributors – 0.9% | |||||
GATX Corp. | 186,700 | 3,411,009 | |||
| 49,708,865 | |||||
Consumer Staples – 10.8% | |||||
Beverages – 1.3% | |||||
Pepsi Bottling Group, Inc. | 251,500 | 4,652,750 | |||
Food & Staples Retailing – 2.7% | |||||
Ruddick Corp. | 297,200 | 6,443,296 | |||
Supervalu, Inc. | 228,200 | 3,562,202 | |||
| 10,005,498 | |||||
Food Products – 5.2% | |||||
Bunge Ltd. | 96,000 | 4,500,480 | |||
Del Monte Foods Co. | 1,013,800 | 7,248,670 | |||
Smithfield Foods, Inc.(a) | 447,100 | 3,509,735 | |||
Tyson Foods, Inc. – Class A | 479,400 | 4,041,342 | |||
| 19,300,227 | |||||
Tobacco – 1.6% | |||||
Universal Corp. | 207,200 | 5,954,928 | |||
| 39,913,403 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 71 |
Small-Mid Cap Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Consumer Discretionary – 8.3% | |||||
Auto Components – 0.3% | |||||
ArvinMeritor, Inc. | 618,700 | $ | 389,781 | ||
Autoliv, Inc. | 61,500 | 915,120 | |||
| 1,304,901 | |||||
Automobiles – 1.0% | |||||
Thor Industries, Inc. | 336,700 | 3,606,057 | |||
Hotels, Restaurants & Leisure – 0.5% | |||||
Boyd Gaming Corp. | 458,500 | 1,948,625 | |||
Household Durables – 0.4% | |||||
Mohawk Industries, Inc.(a) | 63,300 | 1,429,947 | |||
Leisure Equipment & Products – 1.0% | |||||
Callaway Golf Co. | 529,900 | 3,587,423 | |||
Media – 0.5% | |||||
CBS Corp. – Class B | 279,900 | 1,195,173 | |||
Gannett Co., Inc. | 191,800 | 621,432 | |||
| 1,816,605 | |||||
Multiline Retail – 0.9% | |||||
JC Penney Co., Inc. | 217,100 | 3,328,143 | |||
Specialty Retail – 3.5% | |||||
AutoNation, Inc.(a) | 191,900 | 1,915,162 | |||
Foot Locker, Inc. | 646,800 | 5,374,908 | |||
Limited Brands, Inc. | 225,800 | 1,736,402 | |||
Men’s Wearhouse, Inc. | 349,500 | 3,732,660 | |||
| 12,759,132 | |||||
Textiles, Apparel & Luxury Goods – 0.2% | |||||
Jones Apparel Group, Inc. | 240,100 | 645,869 | |||
| 30,426,702 | |||||
Materials – 8.3% | |||||
Chemicals – 3.3% | |||||
Arch Chemicals, Inc. | 129,866 | 2,334,990 | |||
Celanese Corp. – Class A | 241,200 | 2,059,848 | |||
Cytec Industries, Inc. | 178,400 | 2,747,360 | |||
Methanex Corp. | 170,600 | 1,248,792 | |||
Rockwood Holdings, Inc.(a) | 349,100 | 2,056,199 | |||
Westlake Chemical Corp. | 119,000 | 1,486,310 | |||
| 11,933,499 | |||||
Containers & Packaging – 2.1% | |||||
Aptargroup, Inc. | 133,000 | 3,731,980 | |||
Owens-Illinois, Inc.(a) | 119,500 | 1,842,690 | |||
Sonoco Products Co. | 113,300 | 2,183,291 | |||
| 7,757,961 | |||||
| 72 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Small-Mid Cap Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Metals & Mining – 2.9% | |||||
Commercial Metals Co. | 454,600 | $ | 4,641,466 | ||
Reliance Steel & Aluminum Co. | 173,300 | 4,122,807 | |||
Steel Dynamics, Inc. | 228,100 | 1,904,635 | |||
| 10,668,908 | |||||
| 30,360,368 | |||||
Energy – 6.2% | |||||
Energy Equipment & Services – 1.6% | |||||
Helmerich & Payne, Inc. | 148,400 | 3,511,144 | |||
Oil States International, Inc.(a) | 163,300 | 2,175,156 | |||
| 5,686,300 | |||||
Oil, Gas & Consumable Fuels – 4.6% | |||||
Cimarex Energy Co. | 232,100 | 4,560,765 | |||
Denbury Resources, Inc.(a) | 293,200 | 3,776,416 | |||
Frontier Oil Corp. | 404,100 | 5,515,965 | |||
Whiting Petroleum Corp.(a) | 134,500 | 3,133,850 | |||
| 16,986,996 | |||||
| 22,673,296 | |||||
Health Care – 6.1% | |||||
Health Care Providers & Services – 6.1% | |||||
AMERIGROUP Corp.(a) | 160,500 | 3,977,190 | |||
Coventry Health Care, Inc.(a) | 170,900 | 1,968,768 | |||
LifePoint Hospitals, Inc.(a) | 194,078 | 4,079,520 | |||
Molina Healthcare, Inc.(a) | 228,925 | 4,287,765 | |||
Omnicare, Inc. | 151,600 | 3,930,988 | |||
Universal Health Services, Inc. – Class B | 113,400 | 4,176,522 | |||
| 22,420,753 | |||||
Utilities – 5.9% | |||||
Electric Utilities – 2.8% | |||||
Allegheny Energy, Inc. | 58,800 | 1,390,032 | |||
Northeast Utilities | 289,500 | 6,342,945 | |||
Portland General Electric Co. | 158,125 | 2,596,412 | |||
| 10,329,389 | |||||
Gas Utilities – 1.5% | |||||
Atmos Energy Corp. | 253,091 | 5,524,977 | |||
Independent Power Producers & Energy Traders – 0.3% | |||||
Reliant Energy, Inc.(a) | 378,000 | 1,307,880 | |||
Multi-Utilities – 1.3% | |||||
Wisconsin Energy Corp. | 118,600 | 4,722,652 | |||
| 21,884,898 | |||||
Total Common Stocks | 350,257,898 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 73 |
Small-Mid Cap Value Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | ||||
SHORT-TERM INVESTMENTS – 5.2% | ||||||
Investment Companies – 5.2% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio(b) | 19,152,727 | $ | 19,152,727 | |||
Total Investments – 100.5% | 369,410,625 | |||||
Other assets less liabilities – (0.5)% | (1,968,634 | ) | ||||
Net Assets – 100.0% | $ | 367,441,991 | ||||
| (a) | Non-income producing security. |
| (b) | Investment in affiliated money market mutual fund. |
Glossary:
ADR – American Depositary Receipt
See notes to financial statements.
| 74 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Small-Mid Cap Value Portfolio—Portfolio of Investments
SMALL-MID CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Company | Shares | U.S. $ Value | |||
COMMON STOCKS – 98.9% | |||||
Information Technology – 20.8% | |||||
Communications Equipment – 1.4% | |||||
F5 Networks, Inc.(a) | 273,600 | $ | 5,472,000 | ||
Internet Software & Services – 4.4% | |||||
Akamai Technologies, Inc.(a) | 187,800 | 3,397,302 | |||
Digital River, Inc.(a) | 192,300 | 4,599,816 | |||
VistaPrint Ltd.(a) | 367,400 | 9,001,300 | |||
| 16,998,418 | |||||
IT Services – 2.5% | |||||
Alliance Data Systems Corp.(a) | 56,600 | 1,675,360 | |||
Cognizant Technology Solutions Corp. – | 266,200 | 4,898,080 | |||
Global Payments, Inc. | 107,900 | 3,310,372 | |||
| 9,883,812 | |||||
Semiconductors & Semiconductor Equipment – 5.0% | |||||
Atheros Communications, Inc.(a) | 129,400 | 1,563,152 | |||
Cymer, Inc.(a) | 117,600 | 2,172,072 | |||
Hittite Microwave Corp.(a) | 99,700 | 2,749,726 | |||
ON Semiconductor Corp.(a) | 1,500,300 | 5,491,098 | |||
PMC – Sierra, Inc.(a) | 916,900 | 4,685,359 | |||
Verigy Ltd.(a) | 399,800 | 2,762,618 | |||
| 19,424,025 | |||||
Software – 7.5% | |||||
Concur Technologies, Inc.(a) | 101,200 | 2,124,188 | |||
Intuit, Inc.(a) | 185,300 | 4,222,987 | |||
McAfee, Inc.(a) | 142,800 | 3,991,260 | |||
Quest Software, Inc.(a) | 344,300 | 3,890,590 | |||
Red Hat, Inc.(a) | 254,100 | 3,478,629 | |||
Solera Holdings, Inc.(a) | 268,700 | 5,586,273 | |||
Synopsys, Inc.(a) | 321,000 | 5,980,230 | |||
| 29,274,157 | |||||
| 81,052,412 | |||||
Industrials – 20.7% | |||||
Aerospace & Defense – 1.8% | |||||
Hexcel Corp.(a) | 666,300 | 4,137,723 | |||
L-3 Communications Holdings, Inc. | 44,500 | 3,010,425 | |||
| 7,148,148 | |||||
Air Freight & Logistics – 2.0% | |||||
CH Robinson Worldwide, Inc. | 102,400 | 4,237,312 | |||
Expeditors International of Washington, Inc. | 128,200 | 3,531,910 | |||
| 7,769,222 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 75 |
Small-Mid Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Commercial Services & Supplies – 3.4% | |||||
Iron Mountain, Inc.(a) | 344,000 | $ | 6,391,520 | ||
Stericycle, Inc.(a) | 144,300 | 6,923,514 | |||
| 13,315,034 | |||||
Construction & Engineering – 0.1% | |||||
Chicago Bridge & Iron Co. NV | 31,440 | 189,583 | |||
Electrical Equipment – 3.8% | |||||
Ametek, Inc. | 271,200 | 7,175,952 | |||
Baldor Electric Co. | 361,400 | 4,412,694 | |||
EnerSys(a) | 308,100 | 3,302,832 | |||
| 14,891,478 | |||||
Machinery – 6.5% | |||||
Actuant Corp. – Class A | 322,600 | 3,319,554 | |||
Bucyrus International, Inc. – Class A | 311,400 | 3,867,588 | |||
Chart Industries, Inc.(a) | 113,268 | 727,181 | |||
IDEX Corp. | 278,475 | 5,380,137 | |||
Joy Global, Inc. | 275,355 | 4,807,698 | |||
Lincoln Electric Holdings, Inc. | 130,500 | 4,010,265 | |||
Valmont Industries, Inc. | 73,000 | 3,179,880 | |||
| 25,292,303 | |||||
Marine – 0.8% | |||||
Kirby Corp.(a) | 141,100 | 3,109,844 | |||
Professional Services – 1.4% | |||||
Huron Consulting Group, Inc.(a) | 134,100 | 5,534,307 | |||
Road & Rail – 0.9% | |||||
Kansas City Southern(a) | 192,400 | 3,403,556 | |||
| 80,653,475 | |||||
Health Care – 19.8% | |||||
Biotechnology – 7.5% | |||||
Acorda Therapeutics, Inc.(a) | 228,300 | 5,022,600 | |||
Alexion Pharmaceuticals, Inc.(a) | 212,500 | 7,267,500 | |||
Cephalon, Inc.(a) | 56,100 | 3,679,599 | |||
Onyx Pharmaceuticals, Inc.(a) | 141,900 | 4,255,581 | |||
OSI Pharmaceuticals, Inc.(a) | 132,000 | 4,501,200 | |||
United Therapeutics Corp.(a) | 63,400 | 4,254,774 | |||
| 28,981,254 | |||||
Health Care Equipment & Supplies – 6.8% | |||||
Gen-Probe, Inc.(a) | 145,300 | 5,894,821 | |||
Immucor, Inc.(a) | 270,000 | 6,058,800 | |||
Masimo Corp.(a) | 289,600 | 7,237,104 | |||
NuVasive, Inc.(a) | 245,400 | 6,957,090 | |||
Resmed, Inc.(a) | 13,000 | 479,440 | |||
| 26,627,255 | |||||
| 76 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Small-Mid Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Health Care Providers & Services – 2.2% | |||||
athenahealth, Inc.(a) | 156,800 | $ | 3,995,264 | ||
Psychiatric Solutions, Inc.(a) | 259,000 | 4,387,460 | |||
| 8,382,724 | |||||
Life Sciences Tools & Services – 3.3% | |||||
Icon PLC (Sponsored) (ADR)(a) | 318,300 | 6,531,516 | |||
Illumina, Inc.(a) | 204,700 | 6,413,251 | |||
| 12,944,767 | |||||
| 76,936,000 | |||||
Consumer Discretionary – 19.7% | |||||
Diversified Consumer Services – 4.2% | |||||
Corinthian Colleges, Inc.(a) | 297,800 | 5,866,660 | |||
ITT Educational Services, Inc.(a) | 48,500 | 5,504,750 | |||
Strayer Education, Inc. | 29,500 | 5,007,625 | |||
| 16,379,035 | |||||
Hotels, Restaurants & Leisure – 1.9% | |||||
Orient-Express Hotels Ltd. – Class A | 459,200 | 1,818,432 | |||
Panera Bread Co. – Class A(a) | 125,800 | 5,540,232 | |||
| 7,358,664 | |||||
Internet & Catalog Retail – 1.8% | |||||
NetFlix, Inc.(a) | 192,700 | 6,964,178 | |||
Media – 2.7% | |||||
Discovery Communications, Inc. – Class A(a) | 185,700 | 2,880,207 | |||
National CineMedia, Inc. | 687,700 | 7,564,700 | |||
| 10,444,907 | |||||
Multiline Retail – 2.9% | |||||
Dollar Tree, Inc.(a) | 169,500 | 6,579,990 | |||
Kohl’s Corp.(a) | 131,700 | 4,627,938 | |||
| 11,207,928 | |||||
Specialty Retail – 4.8% | |||||
American Eagle Outfitters, Inc. | 643,945 | 6,284,903 | |||
Dick’s Sporting Goods, Inc.(a) | 389,100 | 4,805,385 | |||
Ross Stores, Inc. | 210,800 | 6,222,816 | |||
Williams-Sonoma, Inc. | 185,800 | 1,622,034 | |||
| 18,935,138 | |||||
Textiles, Apparel & Luxury Goods – 1.4% | |||||
Carter’s, Inc.(a) | 339,800 | 5,542,138 | |||
| 76,831,988 | |||||
Energy – 7.8% | |||||
Energy Equipment & Services – 3.6% | |||||
Complete Production Services, Inc.(a) | 684,900 | 2,088,945 | |||
FMC Technologies, Inc.(a) | 130,800 | 3,464,892 | |||
Oceaneering International, Inc.(a) | 130,600 | 4,149,162 | |||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 77 |
Small-Mid Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | |||
Superior Energy Services, Inc.(a) | 235,400 | $ | 3,104,926 | ||
Tesco Corp.(a) | 150,500 | 1,154,335 | |||
| 13,962,260 | |||||
Oil, Gas & Consumable Fuels – 4.2% | |||||
Bill Barrett Corp.(a) | 118,800 | 2,297,592 | |||
Cabot Oil & Gas Corp. | 170,500 | 3,473,085 | |||
Forest Oil Corp.(a) | 56,100 | 795,498 | |||
Newfield Exploration Co.(a) | 171,700 | 3,318,961 | |||
Penn Virginia Corp. | 110,400 | 1,529,040 | |||
Southwestern Energy Co.(a) | 172,000 | 4,948,440 | |||
| 16,362,616 | |||||
| 30,324,876 | |||||
Financials – 6.4% | |||||
Capital Markets – 5.5% | |||||
Affiliated Managers Group, Inc.(a) | 112,650 | 4,053,147 | |||
Greenhill & Co., Inc. | 96,020 | 6,202,892 | |||
Lazard Ltd. – Class A | 256,900 | 6,237,532 | |||
optionsXpress Holdings, Inc. | 66,200 | 653,394 | |||
Pzena Investment Management, Inc. – Class A | 207,000 | 405,720 | |||
Stifel Financial Corp.(a) | 121,500 | 4,002,210 | |||
| 21,554,895 | |||||
Thrifts & Mortgage Finance – 0.9% | |||||
People’s United Financial, Inc. | 197,600 | 3,440,216 | |||
| 24,995,111 | |||||
Telecommunication Services – 2.6% | |||||
Diversified Telecommunication | |||||
tw telecom, Inc.(a) | 433,800 | 3,487,752 | |||
Wireless Telecommunication | |||||
SBA Communications Corp. – Class A(a) | 312,200 | 6,487,516 | |||
| 9,975,268 | |||||
Materials – 1.1% | |||||
Chemicals – 0.7% | |||||
Airgas, Inc. | 95,100 | 2,928,129 | |||
Metals & Mining – 0.4% | |||||
Allegheny Technologies, Inc. | 70,980 | 1,396,177 | |||
| 4,324,306 | |||||
Total Common Stocks | 385,093,436 | ||||
| 78 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Small-Mid Cap Growth Portfolio—Portfolio of Investments
| Company | Shares | U.S. $ Value | ||||
SHORT-TERM INVESTMENTS – 2.4% | ||||||
Investment Companies – 2.4% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(b) | 9,256,205 | $ | 9,256,205 | |||
Total Investments – 101.3% | 394,349,641 | |||||
Other assets less liabilities – (1.3)% | (5,092,763 | ) | ||||
Net Assets – 100.0% | $ | 389,256,878 | ||||
| (a) | Non-income producing security. |
| (b) | Investment in affiliated money market mutual fund. |
Glossary:
| ADR | – American Depositary Receipt |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 79 |
Small-Mid Cap Growth Portfolio—Portfolio of Investments
SHORT DURATION BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
Principal Amount (000) | U.S. $ Value | |||||
MORTGAGE PASS-THRU’S – 34.4% | ||||||
Agency Fixed Rate 30-Year – 25.1% | ||||||
Federal Home Loan Mortgage Corp. Gold | $ | 12,520 | $ | 12,975,581 | ||
6.50%, 12/01/33 | 10,249 | 10,808,431 | ||||
7.00%, 2/01/37 | 12,318 | 13,058,362 | ||||
Series 2008 | 29,333 | 30,399,071 | ||||
Federal National Mortgage Association | 58,201 | 60,951,505 | ||||
Series 2008 | 43,127 | 44,589,169 | ||||
6.50%, 12/01/28 - 10/01/35 | 31,752 | 33,543,348 | ||||
Government National Mortgage Association | 35,161 | 36,709,172 | ||||
| 243,034,639 | ||||||
Agency ARMS – 8.3% | ||||||
Federal Home Loan Mortgage Corp. | 6,533 | 6,678,862 | ||||
Series 2006 | 4,241 | 4,413,824 | ||||
Series 2007 | 7,821 | 8,122,691 | ||||
6.077%, 1/01/37(a) | 6,838 | 7,116,320 | ||||
Federal National Mortgage Association | 10,144 | 10,273,449 | ||||
Series 2006 | 9,154 | 9,246,572 | ||||
5.825%, 11/01/36(a) | 11,248 | 11,715,274 | ||||
Series 2007 | 10,129 | 10,299,382 | ||||
5.782%, 8/01/37(a) | 12,163 | 12,686,189 | ||||
| 80,552,563 | ||||||
Agency Fixed Rate 15-Year – 1.0% | ||||||
Federal National Mortgage Association | 40 | 42,117 | ||||
Series 2001 | 168 | 176,509 | ||||
Series 2002 | 95 | 99,618 | ||||
| 80 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Series 2005 | $ | 352 | $ | 366,967 | ||
Series 2006 | 6,832 | 7,143,288 | ||||
Series 2007 | 1,505 | 1,573,986 | ||||
| 9,402,485 | ||||||
Total Mortgage Pass-Thru’s | 332,989,687 | |||||
CORPORATES - INVESTMENT GRADES – 23.1% | ||||||
Financial Institutions – 13.3% | ||||||
Banking – 8.7% | ||||||
BB&T Corp. | 3,035 | 3,094,234 | ||||
Capital One Bank | 4,160 | 4,124,536 | ||||
Comerica, Inc. | 2,380 | 1,748,543 | ||||
Credit Suisse USA, Inc. | 6,625 | 6,652,514 | ||||
Deutsche Bank Ag London | 2,550 | 2,551,153 | ||||
Fifth Third Bancorp | 6,600 | 6,301,277 | ||||
JP Morgan Chase & Co. | 4,685 | 4,794,957 | ||||
Marshall & Ilsley Corp. | 5,123 | 5,094,347 | ||||
Morgan Stanley | 6,635 | 6,543,517 | ||||
6.75%, 4/15/11 | 4,920 | 4,940,162 | ||||
Series MTN | 195 | 188,090 | ||||
National City Bank of Cleveland Ohio | 6,470 | 6,320,957 | ||||
PNC Funding Corp. | 2,445 | 2,403,217 | ||||
Royal Bank of Canada | 4,960 | 5,252,739 | ||||
Royal Bank of Scotland Group PLC | 2,429 | 2,418,172 | ||||
Union Planters Corp. | 3,867 | 3,757,421 | ||||
UnionBanCal Corp. | 5,212 | 4,860,445 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 81 |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
US Bancorp | $ | 6,550 | $ | 6,560,506 | ||
Wells Fargo & Co. | 6,700 | 6,704,603 | ||||
| 84,311,390 | ||||||
Finance – 2.3% | ||||||
General Electric Capital Corp. | 6,730 | 6,735,842 | ||||
HSBC Finance Corp. | 4,905 | 4,818,383 | ||||
8.00%, 7/15/10 | 4,710 | 4,784,375 | ||||
International Lease Finance Corp. | 6,630 | 5,710,014 | ||||
| 22,048,614 | ||||||
Insurance – 1.5% | ||||||
Allstate Life Global Funding Trust | 2,911 | 2,913,070 | ||||
Genworth Financial, Inc. | 2,218 | 2,186,757 | ||||
UnitedHealth Group, Inc. | 2,429 | 2,429,462 | ||||
WellPoint, Inc. | 6,800 | 6,782,680 | ||||
| 14,311,969 | ||||||
Other Finance – 0.2% | ||||||
ORIX Corp. | 3,130 | 2,167,425 | ||||
REITS – 0.6% | ||||||
Simon Property Group LP | 6,630 | 5,915,598 | ||||
| 128,754,996 | ||||||
Industrial – 8.4% | ||||||
Basic – 0.0% | ||||||
United States Steel Corp. | 460 | 376,350 | ||||
Capital Goods – 0.6% | ||||||
Caterpillar Financial Services | 3,478 | 3,486,076 | ||||
Illinois Tool Works, Inc. | 2,624 | 2,624,000 | ||||
| 6,110,076 | ||||||
| 82 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Communications - | ||||||
AT&T, Inc. | $ | 6,670 | $ | 6,739,508 | ||
4.85%, 2/15/14 | 4,875 | 4,835,590 | ||||
Qwest Corp. | 3,930 | 3,871,050 | ||||
Verizon New England, Inc. | 3,215 | 3,306,094 | ||||
Vodafone Group PLC | 6,160 | 6,402,353 | ||||
| 25,154,595 | ||||||
Consumer Cyclical - Automotive – 1.0% | ||||||
Daimler Finance North America LLC | 5,900 | 5,882,920 | ||||
8.00%, 6/15/10 | 3,495 | 3,479,601 | ||||
| 9,362,521 | ||||||
Consumer Non-Cyclical – 1.4% | ||||||
Avon Products, Inc. | 2,450 | 2,443,018 | ||||
Baxter FinCo BV | 5,757 | 5,912,738 | ||||
Diageo Capital PLC | 1,720 | 1,742,501 | ||||
Genentech, Inc. | 1,910 | 1,940,942 | ||||
Kraft Foods, Inc. | 1,639 | 1,657,775 | ||||
| 13,696,974 | ||||||
Energy – 1.0% | ||||||
ConocoPhillips | 2,828 | 2,836,164 | ||||
Vastar Resources, Inc. | 6,390 | 6,407,873 | ||||
| 9,244,037 | ||||||
Services – 0.5% | ||||||
The Western Union Co. | 4,980 | 4,961,818 | ||||
Technology – 0.3% | ||||||
Motorola, Inc. | 3,240 | 2,915,222 | ||||
Transportation - Railroads – 0.3% | ||||||
Norfolk Southern Corp. | 2,700 | 2,702,022 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 83 |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Transportation - Services – 0.7% | ||||||
FedEx Corp. | $ | 6,715 | $ | 6,720,916 | ||
| 81,244,531 | ||||||
Utility – 1.4% | ||||||
Electric – 1.4% | ||||||
Pacific Gas & Electric Co. | 6,660 | 6,660,000 | ||||
PPL Electric Utilities Corp. | 6,380 | 6,443,041 | ||||
| 13,103,041 | ||||||
Total Corporates - Investment Grades | 223,102,568 | |||||
AGENCIES – 16.7% | ||||||
Agency Debentures – 16.7% | ||||||
Bank of America Corp. | 8,760 | 8,698,794 | ||||
3.125%, 6/15/12 | 20,625 | 21,153,268 | ||||
Bank of America NA | 10,800 | 10,836,645 | ||||
Citigroup, Inc. | 20,735 | 21,172,322 | ||||
Federal Home Loan Banks | 10,000 | 9,987,280 | ||||
3.625%, 9/16/11 | 3,700 | 3,875,091 | ||||
Federal Home Loan Mortgage Corp. | 7,915 | 8,045,708 | ||||
4.125%, 9/27/13 | 4,652 | 4,960,507 | ||||
Series 1 | 22,135 | 22,409,208 | ||||
The Goldman Sachs Group, Inc. | 20,570 | 21,289,765 | ||||
JP Morgan Chase & Co. | 20,565 | 21,160,151 | ||||
Wells Fargo & Co. | 7,493 | 7,692,344 | ||||
Total Agencies | 161,281,083 | |||||
COMMERCIAL MORTGAGE-BACKED SECURITIES – 8.8% | ||||||
Non-Agency Fixed Rate CMBS – 6.9% | ||||||
Banc of America Commercial Mortgage, Inc. | 5,000 | 3,975,264 | ||||
| 84 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Bear Stearns Commercial Mortgage Securities, Inc. | $ | 10,615 | $ | 10,261,409 | ||
GE Capital Commercial Mortgage Corp. | 5,665 | 5,255,423 | ||||
Greenwich Capital Commercial Funding Corp. | 8,452 | 8,080,949 | ||||
JP Morgan Chase Commercial Mortgage Securities Corp. | 5,847 | 5,285,049 | ||||
Series 2007-LDPX, Class A2S | 5,950 | 4,565,558 | ||||
LB Commercial Conduit Mortgage Trust | 10,000 | 1,230,193 | ||||
LB-UBS Commercial Mortgage Trust | 5,900 | 5,752,354 | ||||
Series 2003-C5, Class A3 | 7,435 | 6,635,632 | ||||
Series 2004-C7, Class A2 | 15,840 | 15,380,355 | ||||
Nomura Asset Securities Corp. | 35 | 35,238 | ||||
| 66,457,424 | ||||||
Non-Agency Floating Rate CMBS – 1.9% | ||||||
Banc of America Large Loan, Inc. | 2,500 | 1,732,974 | ||||
Commercial Mortgage Pass-Through Certificates | 420 | 418,094 | ||||
Series 2005-FL11, Class D | 1,739 | 1,279,494 | ||||
Series 2007-FL14, Class C | 3,874 | 1,756,670 | ||||
Credit Suisse Mortgage Capital Certificates | 4,900 | 2,697,286 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 85 |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Series 2007-TFLA, Class A2 | $ | 8,000 | $ | 4,858,727 | ||
Lehman Brothers Floating Rate Commercial Mortgage Trust | 2,400 | 1,828,644 | ||||
Morgan Stanley Capital I | 2,000 | 1,800,292 | ||||
Series 2005-XLF, Class H | 1,000 | 839,705 | ||||
Wachovia Bank Commercial Mortgage Trust | 2,600 | 906,898 | ||||
Series 2007-WHL8, Class E | 2,725 | 892,243 | ||||
| 19,011,027 | ||||||
Total Commercial Mortgage-Backed Securities | 85,468,451 | |||||
ASSET-BACKED SECURITIES – 5.7% | ||||||
Home Equity Loans - Floating Rate – 2.5% | ||||||
ACE Securities Corp. | 18 | 13,681 | ||||
BNC Mortgage Loan Trust | 1,200 | 24,240 | ||||
Credit-Based Asset Servicing and Securitization LLC | 1,621 | 1,483,783 | ||||
First Franklin Mortgage Loan Trust | 83 | 69,973 | ||||
HFC Home Equity Loan Asset Backed Certificates | 1,591 | 934,558 | ||||
Home Equity Mortgage Trust | 248 | 227,109 | ||||
Household Home Equity Loan Trust | 2,800 | 1,932,876 | ||||
| 86 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Indymac Residential Asset Backed Trust | $ | 3,350 | $ | 1,511,764 | ||
Lehman ABS Mortgage Loan Trust | 3,700 | 1,079,711 | ||||
Lehman XS Trust | 5,000 | 346,210 | ||||
Series 2006-1, Class 1M1 | 4,000 | 285,688 | ||||
Master Asset Backed Securities Trust | 698 | 665,861 | ||||
Merrill Lynch First Franklin Mortgage Loan Trust | 2,897 | 2,299,039 | ||||
Series 2007-5, Class 2A1 | 3,316 | 2,568,840 | ||||
Nationstar Home Equity Loan Trust | 3,100 | 1,190,917 | ||||
Newcastle Mortgage Securities Trust | 1,119 | 1,090,957 | ||||
Series 2007-1, Class 2A1 | 3,109 | 2,041,914 | ||||
Novastar Home Loan Equity | 4,935 | 132,752 | ||||
Option One Mortgage Loan Trust | 3,277 | 2,672,070 | ||||
Security National Mortgage Loan Trust | 1,446 | 1,436,403 | ||||
Soundview Home Equity Loan Trust | 4,185 | 1,323,506 | ||||
Specialty Underwriting & Residential Finance | 2,000 | 459,400 | ||||
| 23,791,252 | ||||||
Home Equity Loans - Fixed Rate – 2.1% | ||||||
American General Mortgage Loan Trust | 2,901 | 2,315,611 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 87 |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Citifinancial Mortgage Securities, Inc. | $ | 194 | $ | 177,801 | ||
Countrywide Asset-Backed Certificates | 3,242 | 579,967 | ||||
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB3, Class AF1 | 2,180 | 1,370,742 | ||||
Series 2005-CB4, Class AF2 | 1,285 | 1,022,756 | ||||
Series 2005-RP2, Class AF2 | 1,800 | 1,751,580 | ||||
Series 2007-CB4, Class A2A | 1,789 | 1,648,858 | ||||
Flagstar Home Equity Loan Trust | 5,500 | 2,775,184 | ||||
Home Equity Mortgage Trust | 377 | 363,766 | ||||
Series 2006-5, Class A1 | 2,540 | 505,924 | ||||
Household Home Equity Loan Trust | 7,610 | 6,286,339 | ||||
Nationstar NIM Trust | 35 | 2,289 | ||||
Structured Asset Securities Corp. | 10,434 | 1,819,587 | ||||
| 20,620,404 | ||||||
Credit Cards - Fixed Rate – 0.6% | ||||||
MBNA Master Credit Card Trust | 5,307 | 5,365,996 | ||||
Autos - Floating Rate – 0.4% | ||||||
GE Dealer Floorplan Master Note Trust | 4,360 | 3,795,818 | ||||
Other ABS - Fixed Rate – 0.1% | ||||||
DB Master Finance, LLC | 1,600 | 1,040,658 | ||||
| 88 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
Other ABS - Floating Rate – 0.0% | ||||||
Petra CRE CDO Ltd. | $ | 1,865 | $ | 37,300 | ||
Total Asset-Backed Securities | 54,651,428 | |||||
INFLATION-LINKED SECURITIES – 5.1% | ||||||
United States – 5.1% | ||||||
U.S. Treasury Notes | 48,067 | 49,779,434 | ||||
CMOS – 3.9% | ||||||
Agency Fixed Rate – 1.3% | ||||||
Fannie Mae REMICS | 6,262 | 6,353,620 | ||||
Series 2006-50, Class PA | 6,253 | 6,368,570 | ||||
| 12,722,190 | ||||||
Non-Agency Floating Rate – 1.3% | ||||||
Adjustable Rate Mortgage Trust | 4,155 | 31,163 | ||||
American Home Mortgage Investment Trust | 98 | 48,755 | ||||
Countrywide Alternative Loan Trust | 2,136 | 666,540 | ||||
Countrywide Home Loan Mortgage Pass Through Trust Series 2004-25, Class 1A6 | 138 | 30,652 | ||||
Deutsche ALT-A Securities, Inc. Alternate Loan Trust Series 2005-AR1, Class 1A1 | 118 | 53,801 | ||||
Series 2007-OA4, Class 1A1A | 2,775 | 897,419 | ||||
Homebanc Mortgage Trust | 3,807 | 1,671,300 | ||||
Lehman XS Trust | 3,602 | 62,962 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 89 |
Short Duration Bond Portfolio—Portfolio of Investments
Principal Amount (000) | U.S. $ Value | |||||
MLCC Mortgage Investors, Inc. | $ | 104 | $ | 59,667 | ||
Mortgage Equity Conversion Asset Trust | 3,481 | 3,304,690 | ||||
Sequoia Mortgage Trust | 3,397 | 1,817,041 | ||||
Structured Adjustable Rate Mortgage Loan Trust | 179 | 94,256 | ||||
Series 2005-9, Class 2A1 | 964 | 304,620 | ||||
Structured Asset Mortgage Investment, Inc. | 693 | 358,851 | ||||
WaMu Mortgage Pass Through Certificates | 3,511 | 1,092,735 | ||||
Series 2006-AR4, Class 1A1B | 1,405 | 281,099 | ||||
Series 2006-AR9, Class 1AB2 | 4,400 | 1,854,208 | ||||
| 12,629,759 | ||||||
Non-Agency Fixed Rate – 0.7% | ||||||
Deutsche ALT-A Securities, Inc. Alternate Loan Trust | 678 | 637,810 | ||||
Merrill Lynch Mortgage Investors, Inc. | 1,376 | 973,183 | ||||
Nomura Asset Acceptance Corp. | 6,125 | 5,138,006 | ||||
| 6,748,999 | ||||||
Agency Floating Rate – 0.5% | ||||||
Federal National Mortgage Association | 2,799 | 2,790,880 | ||||
Series 2003-W13, Class AV2 | 328 | 275,802 | ||||
Freddie Mac Reference REMIC | 1,586 | 1,567,769 | ||||
| 4,634,451 | ||||||
| 90 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
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Principal Amount (000) | U.S. $ Value | |||||
Non-Agency ARMS – 0.1% | ||||||
Bear Stearns Alt-A Trust | $ | 3,197 | $ | 1,414,046 | ||
Total CMOs | 38,149,445 | |||||
GOVERNMENTS - TREASURIES – 1.3% | ||||||
United States – 1.3% | ||||||
U.S. Treasury Bonds | 11,300 | 12,388,506 | ||||
| Shares | ||||||
SHORT-TERM INVESTMENTS – 0.5% | ||||||
Investment Companies – 0.5% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio(g) | 4,682,302 | 4,682,302 | ||||
Total Investments – 99.5% | 962,492,904 | |||||
Other assets less liabilities – 0.5% | 4,417,100 | |||||
Net Assets – 100.0% | $ | 966,910,004 | ||||
FINANCIAL FUTURES CONTRACTS (see Note C)
| Type | Number of Contracts | Expiration Month | Original Value | Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | |||||||||
Purchased Contracts | ||||||||||||||
U.S. T-Note 2 Yr Futures | 1,343 | June 2009 | $ | 291,371,094 | $ | 290,906,392 | $ | (464,702 | ) | |||||
Sold Contracts | ||||||||||||||
U.S. T-Note 10 Yr Futures | 399 | June 2009 | 48,431,110 | 47,892,469 | 538,641 | |||||||||
U.S. T-Note 5 Yr Futures | 217 | June 2009 | 25,402,148 | 25,299,149 | 102,999 | |||||||||
| $ | 176,938 | |||||||||||||
| (a) | Floating Rate Security. Stated interest rate was in effect at February 28, 2009. |
| (b) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2009, the aggregate market value of these securities amounted to $32,258,429 or 3.3% of net assets. |
| (c) | Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at February 28, 2009. |
| (d) | Illiquid security, valued at fair value. |
| (e) | IO – Interest Only |
| (f) | Variable rate coupon, rate shown as of February 28, 2009. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 91 |
Short Duration Bond Portfolio—Portfolio of Investments
| (g) | Investment in affiliated money market mutual fund. |
The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of February 28, 2009, the fund’s total exposure to subprime investments was 6.34%. These investments are valued in accordance with the fund’s Valuation Policies (see Note A for additional details).
Glossary:
ABS – Asset-Backed Securities
ARMS – Adjustable Rate Mortgages
CMBS – Commercial Mortgage-Backed Securities
CMOS – Collateralized Mortgage Obligations
REITS – Real Estate Investment Trusts
REMIC – Real Estate Mortgage Investment Conduit
TIPS – Treasury Inflation Protected Security
See notes to financial statements.
| 92 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
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INTERMEDIATE DURATION BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Principal Amount (000) | U.S. $ Value | |||||
CORPORATES - INVESTMENT | ||||||
Industrial – 18.4% | ||||||
Basic – 2.2% | ||||||
ArcelorMittal | $ | 4,330 | $ | 3,333,784 | ||
BHP Billiton Finance USA Ltd. | 3,132 | 3,200,024 | ||||
Celulosa Arauco Y Constitucion | 999 | 1,031,037 | ||||
The Dow Chemical Co. | 200 | 128,435 | ||||
International Paper Co. | 2,625 | 1,889,362 | ||||
7.40%, 6/15/14(a) | 4,280 | 3,442,849 | ||||
Lubrizol Corp. | 805 | 809,748 | ||||
Packaging Corp. of America | 1,329 | 1,194,107 | ||||
PPG Industries, Inc. | 3,190 | 3,208,119 | ||||
Rio Tinto Finance USA Ltd. | 2,125 | 1,877,435 | ||||
United States Steel Corp. | 3,901 | 3,191,607 | ||||
7.00%, 2/01/18(a) | 1,260 | 944,286 | ||||
| 24,250,793 | ||||||
Capital Goods – 2.2% | ||||||
Caterpillar Financial Services | 2,246 | 2,251,215 | ||||
Fisher Scientific International, Inc. | 5,151 | 5,074,286 | ||||
6.75%, 8/15/14(a) | 1,166 | 1,140,435 | ||||
Hutchison Whampoa International Ltd. | 1,449 | 1,308,356 | ||||
Illinois Tool Works, Inc. | 1,727 | 1,727,000 | ||||
Lafarge SA | 2,204 | 1,942,112 | ||||
Masco Corp. | 4,795 | 3,241,051 | ||||
6.125%, 10/03/16(a) | 5,040 | 3,471,426 | ||||
Tyco International Finance SA | 1,250 | 1,175,519 | ||||
8.50%, 1/15/19(a) | 1,265 | 1,320,266 | ||||
Waste Management, Inc. | 1,435 | 1,443,939 | ||||
| 24,095,605 | ||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 93 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Communications - Media – 1.9% | ||||||
BSKYB Finance UK PLC | $ | 3,710 | $ | 3,300,027 | ||
Comcast Cable Communications Holdings, Inc. | 2,746 | 2,973,130 | ||||
Comcast Cable Communications, Inc. | 1,463 | 1,472,899 | ||||
Comcast Corp. | 3,203 | 3,094,204 | ||||
5.50%, 3/15/11(a) | 2,767 | 2,807,312 | ||||
News America Holdings, Inc. | 1,383 | 1,093,376 | ||||
Reed Elsevier Capital, Inc. | 1,345 | 1,347,858 | ||||
RR Donnelley & Sons Co. | 710 | 534,255 | ||||
Time Warner Entertainment Co. | 4,950 | 4,811,093 | ||||
WPP Finance Corp. | 376 | 327,180 | ||||
| 21,761,334 | ||||||
Communications - Telecommunications – 5.0% | ||||||
AT&T Corp. | 295 | 323,430 | ||||
AT&T, Inc. | 2,135 | 2,157,249 | ||||
British Telecommunications PLC | 4,581 | 4,773,613 | ||||
Embarq Corp. | 3,425 | 3,219,500 | ||||
7.082%, 6/01/16(a) | 7,985 | 7,186,500 | ||||
New Cingular Wireless Services, Inc. | 2,294 | 2,512,444 | ||||
Pacific Bell Telephone Co. | 6,250 | 5,588,031 | ||||
Qwest Corp. | 3,270 | 2,906,213 | ||||
7.875%, 9/01/11(a) | 3,735 | 3,678,975 | ||||
8.875%, 3/15/12(a) | 2,780 | 2,738,300 | ||||
Telecom Italia Capital SA | 2,995 | 2,942,959 | ||||
6.375%, 11/15/33(a) | 375 | 279,900 | ||||
US Cellular Corp. | 4,720 | 3,387,124 | ||||
| 94 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
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| Principal Amount (000) | U.S. $ Value | |||||
Verizon Communications, Inc. | $ | 2,540 | $ | 2,385,187 | ||
5.25%, 4/15/13(a) | 2,310 | 2,345,165 | ||||
Verizon New Jersey, Inc. | 2,259 | 2,267,019 | ||||
Vodafone Group PLC | 3,015 | 3,057,496 | ||||
7.75%, 2/15/10(a) | 4,075 | 4,235,323 | ||||
| 55,984,428 | ||||||
Consumer Cyclical - Other – 0.8% | ||||||
Marriott International, Inc. | 4,120 | 3,523,436 | ||||
MDC Holdings, Inc. | 4,540 | 3,791,104 | ||||
Wyndham Worldwide Corp. | 4,535 | 2,196,650 | ||||
| 9,511,190 | ||||||
Consumer Non-Cyclical – 2.9% | ||||||
Avon Products, Inc. | 2,850 | 2,790,731 | ||||
Baxter FinCo BV | 3,753 | 3,854,526 | ||||
Bunge Ltd. Finance Corp. | 1,711 | 1,334,667 | ||||
5.875%, 5/15/13(a) | 2,720 | 2,391,206 | ||||
Cadbury Schweppes US Finance LLC | 3,480 | 3,216,550 | ||||
ConAgra Foods, Inc. | 641 | 677,647 | ||||
Fortune Brands, Inc. | 2,016 | 1,846,188 | ||||
Kraft Foods, Inc. | 3,245 | 3,282,172 | ||||
5.25%, 10/01/13(a) | 4,355 | 4,427,324 | ||||
The Kroger Co. | 2,175 | 2,243,619 | ||||
Reynolds American, Inc. | 3,730 | 3,561,038 | ||||
Safeway, Inc. | 453 | 474,098 | ||||
Wyeth | 2,212 | 2,328,241 | ||||
| 32,428,007 | ||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 95 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Energy – 1.8% | ||||||
Amerada Hess Corp. | $ | 3,628 | $ | 3,432,451 | ||
Canadian Natural Resources Ltd. | 1,220 | 1,166,464 | ||||
ConocoPhillips | 1,854 | 1,859,353 | ||||
Nabors Industries, Inc. | 2,995 | 2,752,186 | ||||
Noble Energy, Inc. | 2,858 | 2,869,409 | ||||
The Premcor Refining Group, Inc. | 2,115 | 2,040,552 | ||||
Valero Energy Corp. | 3,943 | 3,986,456 | ||||
Weatherford International Ltd. | 1,600 | 1,467,582 | ||||
| 19,574,453 | ||||||
Technology – 1.4% | ||||||
Computer Sciences Corp. | 2,290 | 2,191,157 | ||||
Electronic Data Systems Corp. | 1,555 | 1,721,309 | ||||
Series B | 5,930 | 6,259,987 | ||||
International Business Machines Corp. | 455 | 456,371 | ||||
Motorola, Inc. | 1,800 | 1,033,740 | ||||
7.50%, 5/15/25(a) | 290 | 154,748 | ||||
7.625%, 11/15/10(a) | 146 | 139,080 | ||||
Xerox Capital Trust I | 4,410 | 3,297,247 | ||||
| 15,253,639 | ||||||
Transportation - Railroads – 0.2% | ||||||
Canadian Pacific Railway Co. | 935 | 821,335 | ||||
Norfolk Southern Corp. | 1,770 | 1,771,326 | ||||
| 2,592,661 | ||||||
| 205,452,110 | ||||||
| 96 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
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| Principal Amount (000) | U.S. $ Value | |||||
Financial Institutions – 18.3% | ||||||
Banking – 11.4% | ||||||
American Express Centurion | $ | 2,567 | $ | 2,537,780 | ||
American Express Co. | 1,922 | 1,919,845 | ||||
ANZ National International Ltd. | 1,890 | 1,811,735 | ||||
Bank of America Corp. | 4,230 | 3,711,597 | ||||
Bank of Tokyo-Mitsubishi UFJ L | 170 | 175,519 | ||||
BankAmerica Capital II | 1,950 | 1,159,698 | ||||
Barclays Bank PLC | 961 | 348,816 | ||||
The Bear Stearns Co., Inc. | 5,410 | 4,815,409 | ||||
Capital One Bank | 4,275 | 4,238,556 | ||||
6.50%, 6/13/13(a) | 2,990 | 2,772,445 | ||||
Capital One Financial Corp. | 484 | 402,171 | ||||
6.75%, 9/15/17(a) | 383 | 336,570 | ||||
Citigroup, Inc. | 421 | 412,470 | ||||
4.625%, 8/03/10(a) | 2,357 | 2,162,962 | ||||
5.50%, 4/11/13(a) | 2,900 | 2,625,976 | ||||
6.50%, 8/19/13(a) | 2,770 | 2,582,463 | ||||
Compass Bank | 4,989 | 3,356,465 | ||||
Countrywide Financial Corp. | 1,806 | 1,518,768 | ||||
Series MTN | 1,272 | 1,165,690 | ||||
Countrywide Home Loans, Inc. | 1,151 | 1,072,443 | ||||
Credit Suisse First Boston USA, Inc. | 1,128 | 1,108,897 | ||||
Deutsche Bank AG London | 4,225 | 4,226,910 | ||||
The Goldman Sachs Group, Inc. | 3,441 | 3,149,444 | ||||
5.125%, 1/15/15(a) | 1,590 | 1,421,989 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 97 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
7.35%, 10/01/09(a) | $ | 899 | $ | 912,487 | ||
7.50%, 2/15/19(a) | 2,855 | 2,827,718 | ||||
Huntington National Bank | 517 | 496,863 | ||||
JP Morgan Chase & Co. | 6,200 | 6,335,817 | ||||
JP Morgan Chase Capital XXV | 733 | 547,419 | ||||
KeyBank NA | 3,140 | 3,103,485 | ||||
Marshall & Ilsley Bank | 3,700 | 2,525,342 | ||||
Marshall & Ilsley Corp. | 3,377 | 3,358,112 | ||||
5.626%, 8/17/09(a) | 2,022 | 2,019,022 | ||||
Merrill Lynch & Co., Inc. | 1,607 | 1,166,912 | ||||
Morgan Stanley | 4,375 | 4,314,677 | ||||
6.60%, 4/01/12(a) | 2,565 | 2,546,919 | ||||
6.75%, 4/15/11(a) | 4,135 | 4,151,945 | ||||
Series MTN | 3,940 | 3,800,390 | ||||
MUFG Capital Finance 1 Ltd. | 250 | 172,128 | ||||
National City Bank of Cleveland Ohio | 4,225 | 4,119,058 | ||||
6.25%, 3/15/11(a) | 4,245 | 4,147,212 | ||||
Regions Financial Corp. | 4,250 | 3,859,408 | ||||
Resona Bank Ltd. | 330 | 150,150 | ||||
Resona Preferred Global Securities | 619 | 266,829 | ||||
Royal Bank of Scotland Group PLC | 2,824 | 2,811,411 | ||||
SouthTrust Corp. | 3,315 | 3,003,354 | ||||
Standard Chartered PLC | 4,800 | 1,519,478 | ||||
Suntrust Bank | 591 | 578,908 | ||||
| 98 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
UBS Preferred Funding Trust I | $ | 2,319 | $ | 836,760 | ||
UFJ Finance Aruba AEC | 1,913 | 1,913,945 | ||||
Union Bank of California | 1,005 | 899,041 | ||||
Union Planters Corp. | 2,817 | 2,737,175 | ||||
US Bancorp | 4,260 | 4,266,833 | ||||
Wachovia Corp. | 2,205 | 2,217,099 | ||||
Series MTN | 4,155 | 4,000,924 | ||||
Wells Fargo & Co. | 1,808 | 1,805,724 | ||||
Zions Banc Corp. | 1,420 | 960,437 | ||||
| 127,407,600 | ||||||
Finance – 2.6% | ||||||
American General Finance Corp. | 1,705 | 1,217,017 | ||||
Series MTNI | 2,620 | 2,252,013 | ||||
CIT Group, Inc. | 4,960 | 2,660,524 | ||||
General Electric Capital Corp. | 4,955 | 4,667,149 | ||||
Series MTNA | 3,613 | 3,538,211 | ||||
HSBC Finance Corp. | 2,095 | 2,083,249 | ||||
International Lease Finance Corp. | 4,190 | 4,000,269 | ||||
Series MTN | 524 | 306,460 | ||||
SLM Corp. | 1,145 | 756,269 | ||||
5.40%, 10/25/11(a) | 3,309 | 2,448,660 | ||||
Series MTNA | 8,395 | 5,223,858 | ||||
| 29,153,679 | ||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 99 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Insurance – 2.6% | ||||||
Allied World Assurance Co. Holdings Ltd. | $ | 1,820 | $ | 1,285,894 | ||
Allstate Life Global Funding Trust | 1,884 | 1,885,340 | ||||
Assurant, Inc. | 1,028 | 848,754 | ||||
Berkshire Hathaway Finance Corp. | 1,656 | 1,690,690 | ||||
GE Insurance Solutions Corp. | 3,065 | 2,404,235 | ||||
Genworth Financial, Inc. | 1,342 | 1,323,097 | ||||
Series MTN | 4,100 | 1,785,136 | ||||
Humana, Inc. | 1,094 | 885,710 | ||||
Liberty Mutual Group, Inc. | 2,683 | 2,152,936 | ||||
Prudential Financial, Inc. | 2,545 | 2,276,899 | ||||
UnitedHealth Group, Inc. | 1,589 | 1,589,302 | ||||
5.25%, 3/15/11(a) | 4,300 | 4,339,951 | ||||
WellPoint, Inc. | 4,327 | 4,315,979 | ||||
XL Capital Ltd. | 4,520 | 2,845,087 | ||||
| 29,629,010 | ||||||
REITS – 1.7% | ||||||
ERP Operating LP | 4,570 | 3,850,243 | ||||
HCP, Inc. | 4,630 | 3,126,482 | ||||
Health Care REIT, Inc. | 3,980 | 3,081,535 | ||||
Healthcare Realty Trust, Inc. | 2,373 | 1,852,081 | ||||
Simon Property Group LP | 4,335 | 3,867,891 | ||||
5.625%, 8/15/14(a) | 3,236 | 2,777,378 | ||||
| 18,555,610 | ||||||
| 204,745,899 | ||||||
| 100 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Utility – 3.3% | ||||||
Electric – 2.1% | ||||||
Carolina Power & Light Co. | $ | 4,720 | $ | 4,879,423 | ||
Exelon Corp. | 1,295 | 1,295,150 | ||||
FirstEnergy Corp. | 1,300 | 1,298,635 | ||||
Series C | 2,291 | 1,955,334 | ||||
FPL Group Capital, Inc. | 2,855 | 3,009,861 | ||||
MidAmerican Energy Holdings Co. | 2,638 | 2,718,158 | ||||
Nisource Finance Corp. | 4,345 | 3,407,275 | ||||
7.875%, 11/15/10(a) | 1,656 | 1,621,844 | ||||
Pacific Gas & Electric Co. | 1,700 | 1,735,059 | ||||
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)(b) | 1,447 | 1,433,161 | ||||
| 23,353,900 | ||||||
Natural Gas – 1.0% | ||||||
Duke Energy Field Services Corp. | 506 | 512,058 | ||||
Energy Transfer Partners LP | 3,640 | 3,286,115 | ||||
7.50%, 7/01/38(a) | 4,135 | 3,464,291 | ||||
Enterprise Products Operating LLC | 1,278 | 1,186,698 | ||||
Williams Cos, Inc. | 2,285 | 2,227,875 | ||||
| 10,677,037 | ||||||
Other Utility – 0.2% | ||||||
Veolia Environnement | 2,785 | 2,599,238 | ||||
| 36,630,175 | ||||||
Non Corporate Sectors – 0.5% | ||||||
Agencies - Not Government Guaranteed – 0.5% | ||||||
Gaz Capital SA | 7,890 | 5,156,667 | ||||
Total Corporates - Investment Grades | 451,984,851 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 101 |
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| Principal Amount (000) | U.S. $ Value | |||||
MORTGAGE PASS-THRU’S – 26.1% | ||||||
Agency Fixed Rate 30-Year – 25.4% | ||||||
Federal Home Loan Mortgage Corp. Gold. | $ | 3,669 | $ | 3,678,554 | ||
5.50%, 1/01/35(a) | 10,844 | 11,139,463 | ||||
Series 2006 | 183 | 183,128 | ||||
7.00%, 8/01/36 - 10/01/36(a) | 1,216 | 1,288,729 | ||||
Series 2007 | 5,612 | 5,773,091 | ||||
7.00%, 2/01/37(a) | 11,587 | 12,283,578 | ||||
Series 2008 | 5,593 | 5,901,908 | ||||
Federal National Mortgage Association | 15,479 | 15,807,697 | ||||
5.50%, 4/01/33 - 7/01/33(a) | 20,838 | 21,431,615 | ||||
Series 2004 | 15,892 | 16,334,240 | ||||
Series 2005 | 24,174 | 24,256,611 | ||||
5.50%, 2/01/35(a) | 3,835 | 3,944,007 | ||||
6.00%, 4/01/35(a) | 12,406 | 12,879,282 | ||||
Series 2006 | 19,979 | 20,371,608 | ||||
6.00%, 11/01/36(a) | 23,662 | 24,484,259 | ||||
6.50%, 9/01/36(a) | 31,584 | 33,076,616 | ||||
Series 2007 | 14,008 | 14,077,385 | ||||
5.50%, 8/01/37(a) | 27,949 | 28,745,115 | ||||
Series 2008 | 27,250 | 28,213,546 | ||||
| 283,870,432 | ||||||
Agency ARMS – 0.7% | ||||||
Federal Home Loan Mortgage Corp. | 1,628 | 1,686,279 | ||||
Series 2007 | 5,587 | 5,810,349 | ||||
| 7,496,628 | ||||||
Total Mortgage Pass - Thru’s | 291,367,060 | |||||
| 102 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
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| Principal Amount (000) | U.S. $ Value | |||||
COMMERCIAL MORTGAGE-BACKED SECURITIES – 15.3% | ||||||
Non-Agency Fixed Rate CMBS – 15.2% | ||||||
Banc of America Commercial Mortgage, Inc. | $ | 816 | $ | 790,979 | ||
Series 2004-4, Class A3 | 996 | 969,429 | ||||
Series 2004-6, Class A2 | 3,729 | 3,555,541 | ||||
Series 2006-5, Class A4 | 7,680 | 5,044,015 | ||||
Bear Stearns Commercial Mortgage Securities, Inc. | 2,500 | 1,866,549 | ||||
Series 2005-T18, Class A4 | 4,235 | 3,206,276 | ||||
Series 2006-PW12, Class A4 | 2,285 | 1,639,584 | ||||
Series 2007-PW18, Class A4 | 8,425 | 5,362,277 | ||||
Citigroup Commercial Mortgage Trust | 8,585 | 5,532,203 | ||||
Commercial Mortgage Pass Through Certificates | 3,065 | 1,977,993 | ||||
Credit Suisse First Boston Mortgage Securities Corp. | 71 | 69,445 | ||||
Series 2004-C1, Class A4 | 1,815 | 1,478,919 | ||||
Series 2005-C1, Class A4 | 1,516 | 1,165,582 | ||||
Credit Suisse Mortgage Capital Certificates | 6,475 | 3,669,959 | ||||
Series 2006-C5, Class A3 | 4,500 | 2,733,398 | ||||
GE Capital Commercial Mortgage Corp. | 3,265 | 3,028,942 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 103 |
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| Principal Amount (000) | U.S. $ Value | |||||
Greenwich Capital Commercial Funding Corp. | $ | 1,102 | $ | 928,604 | ||
Series 2005-GG3, Class A2 | 1,813 | 1,733,126 | ||||
Series 2007-GG11, Class A4 | 1,470 | 919,839 | ||||
Series 2007-GG9, Class A4 | 9,020 | 5,650,844 | ||||
GS Mortgage Securities Corp. II | 8,400 | 6,882,881 | ||||
JP Morgan Chase Commercial Mortgage Securities Corp. | 1,720 | 1,454,414 | ||||
Series 2005-LDP1, Class A4 | 1,846 | 1,379,500 | ||||
Series 2005-LDP3, Class A2 | 2,810 | 2,519,014 | ||||
Series 2005-LDP4, Class A2 | 1,294 | 1,190,954 | ||||
Series 2006-CB14, Class A4 | 4,158 | 2,605,293 | ||||
Series 2006-CB15, Class A4 | 7,100 | 4,467,539 | ||||
Series 2006-CB17, Class A4 | 8,580 | 5,175,601 | ||||
Series 2007-LD11, Class A2 | 9,010 | 6,829,424 | ||||
LB-UBS Commercial Mortgage Trust | 4,900 | 4,110,689 | ||||
Series 2004-C2, Class A4 | 7,760 | 5,922,543 | ||||
Series 2004-C4, Class A4 | 6,015 | 4,812,467 | ||||
Series 2004-C8, Class A2 | 1,074 | 1,042,551 | ||||
Series 2005-C1, Class A4 | 4,209 | 3,270,758 | ||||
Series 2005-C7, Class A4 | 2,380 | 1,760,214 | ||||
Series 2006-C1, Class A4 | 6,557 | 4,489,842 | ||||
Series 2006-C6, Class A4 | 8,090 | 5,257,194 | ||||
| 104 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Series 2007-C1, Class A4 | $ | 5,725 | $ | 3,498,358 | ||
Series 2008-C1, Class A2 | 4,785 | 3,039,471 | ||||
Merrill Lynch Mortgage Trust | 2,100 | 1,536,284 | ||||
Series 2005-MKB2, Class A2 | 2,230 | 2,135,594 | ||||
Merrill Lynch/Countrywide Commercial Mortgage Trust | 5,385 | 4,652,225 | ||||
Series 2006-2, Class A4 | 3,075 | 2,122,354 | ||||
Series 2007-9, Class A4 | 8,644 | 5,046,676 | ||||
Morgan Stanley Capital I | 6,500 | 5,798,109 | ||||
Series 2005-HQ5, Class A4 | 5,186 | 3,877,631 | ||||
Series 2007-HQ13, Class A3 | 8,155 | 4,740,493 | ||||
Series 2007-IQ15, Class A4 | 4,030 | 2,417,438 | ||||
Series 2007-T27, Class A4 | 9,860 | 6,660,014 | ||||
Wachovia Bank Commercial Mortgage Trust | 8,565 | 5,866,082 | ||||
Series 2007-C32, Class A3 | 6,885 | 3,595,837 | ||||
| 169,480,948 | ||||||
Non-Agency Floating Rate | ||||||
GS Mortgage Securities Corp. II | 1,855 | 1,215,169 | ||||
Total Commercial Mortgage-Backed Securities | 170,696,117 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 105 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
GOVERNMENTS - SOVEREIGN AGENCIES – 2.8% | ||||||
Germany – 0.5% | ||||||
Landwirtschaftliche Rentenbank | $ | 5,490 | $ | 5,953,368 | ||
South Korea – 0.1% | ||||||
Korea Development Bank | 1,335 | 1,299,218 | ||||
United Kingdom – 1.7% | ||||||
Barclays Bank PLC | GBP | 3,095 | 4,462,838 | |||
Lloyds TSB Bank PLC | 971 | 1,445,511 | ||||
Royal Bank of Scotland PLC | 1,838 | 2,741,221 | ||||
Bank of Scotland PLC | 6,354 | 9,643,709 | ||||
| 18,293,279 | ||||||
United States – 0.5% | ||||||
General Electric Capital Corp. | 4,050 | 5,825,736 | ||||
Total Governments - Sovereign Agencies | 31,371,601 | |||||
GOVERNMENTS - TREASURIES – 2.8% | ||||||
United Kingdom – 1.8% | ||||||
United Kingdom Gilt | $ | 8,070 | 12,580,770 | |||
5.00%, 3/07/12(a) | 4,620 | 7,215,470 | ||||
| 19,796,240 | ||||||
United States – 1.0% | ||||||
U.S. Treasury Bonds | 10,266 | 11,369,817 | ||||
Total Governments - Treasuries | 31,166,057 | |||||
| 106 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
INFLATION-LINKED SECURITIES – 2.3% | ||||||
United States – 2.3% | ||||||
U.S. Treasury Notes | $ | 24,858 | $ | 25,743,390 | ||
GOVERNMENTS - SOVEREIGN BONDS – 2.0% | ||||||
Brazil – 0.8% | ||||||
Republic of Brazil | 8,475 | 9,195,375 | ||||
Peru – 0.7% | ||||||
Republic of Peru | 1,995 | 2,224,425 | ||||
9.875%, 2/06/15(a) | 4,245 | 5,030,325 | ||||
| 7,254,750 | ||||||
Russia – 0.5% | ||||||
Russian Federation | 6,469 | 5,704,929 | ||||
Total Governments - Sovereign Bonds | 22,155,054 | |||||
AGENCIES – 1.6% | ||||||
Agency Debentures – 1.6% | ||||||
Federal National Mortgage Association | 12,375 | 15,337,253 | ||||
6.625%, 11/15/30(a) | 1,710 | 2,227,728 | ||||
Total Agencies | 17,564,981 | |||||
CORPORATES - NON-INVESTMENT GRADES – 1.3% | ||||||
Industrial – 1.3% | ||||||
Basic – 0.0% | ||||||
Westvaco Corp. | 670 | 511,985 | ||||
Capital Goods – 0.3% | ||||||
Mohawk Industries, Inc. | 4,515 | 3,362,424 | ||||
Consumer Cyclical - Other – 0.9% | ||||||
Starwood Hotels & Resorts Worldwide, Inc. | 4,520 | 3,570,800 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 107 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
7.375%, 11/15/15(a) | $ | 3,621 | $ | 2,733,855 | ||
7.875%, 5/01/12(a) | 3,776 | 3,266,240 | ||||
| 9,570,895 | ||||||
Transportation - Airlines – 0.1% | ||||||
UAL Pass Through Trust Series 2007-1 | 1,722 | 1,240,133 | ||||
| 14,685,437 | ||||||
Financial Institutions – 0.0% | ||||||
Banking – 0.0% | ||||||
RBS Capital Trust III | 562 | 112,400 | ||||
Total Corporates - Non-Investment Grades | 14,797,837 | |||||
CMOS – 1.2% | ||||||
Non-Agency ARMS – 0.9% | ||||||
Bear Stearns Alt-A Trust | 3,400 | 1,503,714 | ||||
Series 2006-3, Class 22A1 | 1,541 | 634,645 | ||||
Series 2007-1, Class 21A1 | 2,259 | 942,269 | ||||
Citigroup Mortgage Loan Trust, Inc. | 3,820 | 2,323,271 | ||||
Series 2006-AR1, Class 3A1 | 4,110 | 2,064,219 | ||||
Deutsche Mortgage Securities, Inc. | 2,272 | 1,943,593 | ||||
Indymac Index Mortgage Loan Trust | 1,957 | 725,580 | ||||
| 10,137,291 | ||||||
Non-Agency Floating Rate – 0.2% | ||||||
Countrywide Alternative Loan Trust | 1,484 | 652,881 | ||||
Series 2006-OA14, Class 3A1 | 4,837 | 1,509,477 | ||||
Countrywide Home Loan Mortgage Pass Through Trust | 2,993 | 188,567 | ||||
| 108 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
JP Morgan Alternative Loan Trust | $ | 202 | $ | 182,933 | ||
| 2,533,858 | ||||||
Agency Floating Rate – 0.1% | ||||||
Fannie Mae Grantor Trust | 392 | 340,883 | ||||
Total CMOs | 13,012,032 | |||||
QUASI-SOVEREIGNS – 0.9% | ||||||
Quasi-Sovereign Bonds – 0.9% | ||||||
Russia – 0.9% | ||||||
RSHB Capital SA for OJSC Russian Agricultural Bank | 4,470 | 2,592,600 | ||||
7.75%, 5/29/18(a)(b) | 13,270 | 7,895,650 | ||||
Total Quasi-Sovereigns | 10,488,250 | |||||
ASSET-BACKED SECURITIES – 0.6% | ||||||
Home Equity Loans - Floating | ||||||
Asset Backed Funding Certificates | 800 | 522,449 | ||||
Citigroup Mortgage Loan Trust, Inc. | 3,715 | 142,656 | ||||
GE-WMC Mortgage Securities LLC | 374 | 336,794 | ||||
HFC Home Equity Loan Asset Backed Certificates | 976 | 645,911 | ||||
Lehman XS Trust | 4,865 | 321,843 | ||||
Merrill Lynch First Franklin Mortgage Loan Trust | 2,644 | 2,098,257 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 109 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Option One Mortgage Loan Trust | $ | 1,785 | $ | 45,161 | ||
RAAC Series | 422 | 396,718 | ||||
Residential Asset Mortgage Products, Inc. | 182 | 156,792 | ||||
Series 2005-RZ1, Class A2 | 403 | 298,540 | ||||
| 4,965,121 | ||||||
Home Equity Loans - Fixed Rate – 0.1% | ||||||
Citifinancial Mortgage Securities, Inc. | 753 | 490,895 | ||||
Credit-Based Asset Servicing and Securitization LLC | 145 | 144,220 | ||||
Home Equity Mortgage Trust | 224 | 216,378 | ||||
Residential Funding Mortgage Securities II, Inc. | 177 | 175,830 | ||||
| 1,027,323 | ||||||
Other ABS - Fixed Rate – 0.1% | ||||||
DB Master Finance, LLC | 1,000 | 650,411 | ||||
Other ABS - Floating Rate – 0.0% | ||||||
Petra CRE CDO Ltd. | 2,220 | 44,400 | ||||
SLM Student Loan Trust | 281 | 267,970 | ||||
| 312,370 | ||||||
Total Asset-Backed Securities | 6,955,225 | |||||
| 110 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
SUPRANATIONALS – 0.5% | ||||||
European Investment Bank | $ | 1,970 | $ | 1,895,636 | ||
International Bank for Reconstruction & Development | 2,340 | 3,249,591 | ||||
Total Supranationals | 5,145,227 | |||||
| Shares | ||||||
SHORT-TERM INVESTMENTS – 1.2% | ||||||
Investment Companies – 1.2% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(e) | 13,951,300 | 13,951,300 | ||||
Total Investments – 99.1% | 1,106,398,982 | |||||
Other assets less liabilities – 0.9% | 10,560,886 | |||||
Net Assets – 100.0% | $ | 1,116,959,868 | ||||
INTEREST RATE SWAP TRANSACTIONS (see Note C)
| Rate Type | |||||||||||||
| Swap Counterparty | Notional Amount (000) | Termination Date | Payments made by the Portfolio | Payments received by the Portfolio | Unrealized Appreciation/ (Depreciation) | ||||||||
Morgan Stanley | $ | 11,500 | 9/17/13 | 3 Month LIBOR | 3.565 | % | $ | 631,685 | |||||
FINANCIAL FUTURES CONTRACTS (see Note C)
| Type | Number of Contracts | Expiration Month | Original Value | Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | ||||||||
Purchased Contracts | |||||||||||||
U.S. T-Note 10 Yr Futures | 189 | June 2009 | $ | 22,943,257 | $ | 22,685,906 | $ | (257,351) | |||||
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)
| Contract Amount (000) | U.S. $ Value on Origination Date | U.S. $ Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | ||||||||
Sale Contracts: | |||||||||||
British Pound settling 4/27/09 | 3 | $ | 3,608 | $ | 3,580 | $ | 28 | ||||
British Pound settling 4/27/09 | 30,917 | 44,535,639 | 44,256,850 | 278,789 | |||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 111 |
Intermediate Duration Bond Portfolio—Portfolio of Investments
| (a) | Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $1,089,656,950. |
| (b) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2009, the aggregate market value of these securities amounted to $45,654,800 or 4.1% of net assets. |
| (c) | Variable rate coupon, rate shown as of February 28, 2009. |
| (d) | Floating Rate Security. Stated interest rate was in effect at February 28, 2009. |
| (e) | Investment in affiliated money market mutual fund. |
The fund currently owns investments collateralized by subprime mortgage loans. Subprime loans are offered to homeowners who do not have a history of debt or who have had problems meeting their debt obligations. Because repayment is less certain, subprime borrowers pay a higher rate of interest than prime borrowers. As of February 28, 2009, the fund’s total exposure to subprime investments was 1.29%. These investments are valued in accordance with the fund’s Valuation Policies (see Note A.1. for additional details).
Currency Abbreviations:
GBP – Great British Pound
Glossary:
ABS – Asset-Backed Securities
ARMS – Adjustable Rate Mortgages
CMBS – Commercial Mortgage-Backed Securities
CMOS – Collateralized Mortgage Obligations
LIBOR – London Interbank Offered Rates
OJSC – Open Joint Stock Company
REITS – Real Estate Investment Trusts
TIPS – Treasury Inflation Protected Security
See notes to financial statements.
| 112 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Intermediate Duration Bond Portfolio—Portfolio of Investments
INFLATION PROTECTED SECURITIES PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Principal Amount (000) | U.S. $ Value | |||||
INFLATION-LINKED SECURITIES – 99.3% | ||||||
Inflation-Linked Securities – 99.3% | ||||||
United States – 99.3% | ||||||
U.S. Treasury Notes | $ | 107,118 | $ | 102,502,071 | ||
1.875%, 7/15/13 – 7/15/15 (TIPS) | 99,255 | 97,947,641 | ||||
2.00%, 7/15/14 – 1/15/26 (TIPS) | 96,915 | 95,123,242 | ||||
2.125%, 1/15/19 (TIPS) | 14,688 | 14,751,808 | ||||
2.375%, 1/15/17 (TIPS) | 38,915 | 38,635,311 | ||||
3.00%, 7/15/12 (TIPS) | 66,494 | 68,862,963 | ||||
3.375%, 1/15/12 (TIPS) | 71,641 | 74,685,549 | ||||
3.50%, 1/15/11 (TIPS) | 22,424 | 23,153,273 | ||||
Total Inflation-Linked Securities | 515,661,858 | |||||
| Shares | ||||||
SHORT-TERM INVESTMENTS – 0.4% | ||||||
Investment Companies – 0.4% | ||||||
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio(a) | 2,074,724 | 2,074,724 | ||||
Total Investments – 99.7% | 517,736,582 | |||||
Other assets less liabilities – 0.3% | 1,458,509 | |||||
Net Assets – 100.0% | $ | 519,195,091 | ||||
| (a) | Investment in affiliated money market mutual fund. |
Glossary:
| TIPS | – Treasury Inflation Protected Security |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 113 |
Inflation Protected Securities Portfolio—Portfolio of Investments
HIGH YIELD PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2009 (unaudited)
| Principal Amount (000) | U.S. $ Value | |||||
CORPORATES - NON-INVESTMENT GRADES – 75.4% | ||||||
Industrial – 58.4% | ||||||
Basic – 4.7% | ||||||
Arch Western Finance LLC | $ | 670 | $ | 626,450 | ||
Bowater Canada Finance Corp. | 3,630 | 471,900 | ||||
Domtar Corp. | 2,500 | 1,700,000 | ||||
Evraz Group SA | 1,369 | 807,710 | ||||
8.875%, 4/24/13(a)(b) | 200 | 120,500 | ||||
Georgia-Pacific Corp. | 905 | 841,650 | ||||
7.125%, 1/15/17(a)(b) | 595 | 545,912 | ||||
Hexion US Finance Corp./Hexion Nova | 525 | 49,875 | ||||
9.75%, 11/15/14(a) | 525 | 68,250 | ||||
Huntsman International LLC | 975 | 463,125 | ||||
Ineos Group Holdings PLC | 1,575 | 94,500 | ||||
Jefferson Smurfit Corp. US | 630 | 50,400 | ||||
Momentive Performance Materials, Inc. | 880 | 242,111 | ||||
NewMarket Corp. | 615 | 482,775 | ||||
NewPage Corp. | 797 | 241,093 | ||||
Novelis, Inc. | 4,070 | 1,271,875 | ||||
Peabody Energy Corp. | 900 | 805,500 | ||||
7.375%, 11/01/16(a) | 1,095 | 1,067,625 | ||||
Series B | 1,815 | 1,765,088 | ||||
Smurfit-Stone Container Enterprises, Inc. | 2,650 | 231,875 | ||||
Steel Capital SA for OAO Severstal | 1,938 | 1,068,363 | ||||
9.75%, 7/29/13(a)(b) | 1,100 | 635,250 | ||||
Steel Dynamics Inc. | 2,730 | 2,102,100 | ||||
Vedanta Resources PLC | 2,600 | 1,820,000 | ||||
| 17,573,927 | ||||||
| 114 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Capital Goods – 5.5% | ||||||
Alion Science and Technology Corp. | $ | 270 | $ | 81,000 | ||
AMH Holdings, Inc. | 1,635 | 490,500 | ||||
Berry Plastics Holding Corp. | 1,260 | 749,700 | ||||
Bombardier, Inc. | 3,015 | 2,020,050 | ||||
8.00%, 11/15/14(a)(b) | 2,120 | 1,505,200 | ||||
Case Corp. | 2,935 | 2,010,475 | ||||
Case New Holland, Inc. | 2,990 | 2,048,150 | ||||
Crown Americas | 1,500 | 1,507,500 | ||||
Hanson Ltd. | 706 | 314,279 | ||||
L-3 Communications Corp. | 1,828 | 1,686,330 | ||||
Series B | 340 | 321,300 | ||||
Owens Brockway Glass Container, Inc. | 2,530 | 2,441,450 | ||||
Owens Corning, Inc. | 1,210 | 889,170 | ||||
7.00%, 12/01/36(a) | 1,555 | 962,458 | ||||
Plastipak Holdings, Inc. | 990 | 702,900 | ||||
Sequa Corp. | 590 | 94,400 | ||||
Terex Corp. | 786 | 632,730 | ||||
United Rentals North America, Inc. | 1,155 | 906,675 | ||||
7.75%, 11/15/13(a) | 2,075 | 1,182,750 | ||||
| 20,547,017 | ||||||
Communications - Media – 7.4% | ||||||
Allbritton Communications Co. | 1,351 | 607,950 | ||||
AMC Entertainment, Inc. | 520 | 468,000 | ||||
Cablevision Systems Corp. | 2,387 | 2,309,422 | ||||
CCH I LLC | 2,200 | 187,000 | ||||
11.75%, 5/15/14(a)(f) | 9,037 | 90,370 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 115 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Central European Media Enterprises Ltd. | EUR | 398 | $ | 353,195 | ||
Charter Communications Operations LLC | $ | 1,800 | 1,602,000 | |||
Clear Channel Communications, Inc. | 5,809 | 493,765 | ||||
5.75%, 1/15/13(a) | 1,641 | 139,485 | ||||
CSC Holdings, Inc. | 2,565 | 2,462,400 | ||||
7.625%, 7/15/18(a) | 1,535 | 1,373,825 | ||||
7.875%, 2/15/18(a) | 640 | 576,000 | ||||
Dex Media West LLC | 444 | 208,680 | ||||
DirecTV Holdings LLC | 2,311 | 2,097,233 | ||||
Echostar DBS Corp. | 1,080 | 1,031,400 | ||||
6.625%, 10/01/14(a) | 970 | 873,000 | ||||
7.125%, 2/01/16(a) | 1,650 | 1,489,125 | ||||
Idearc, Inc. | 7,690 | 115,350 | ||||
Intelsat Bermuda Ltd. | 2,812 | 2,650,310 | ||||
Lamar Media Corp. | 890 | 574,050 | ||||
Liberty Media Corp. | 545 | 412,171 | ||||
LIN Television Corp. | 725 | 377,000 | ||||
Nielsen Finance LLC/Nielsen Finance Co. | 755 | 294,450 | ||||
Quebecor Media, Inc. | 3,255 | 2,652,825 | ||||
Rainbow National Services LLC | 1,224 | 1,225,530 | ||||
10.375%, 9/01/14(a)(b) | 473 | 484,234 | ||||
RH Donnelley Corp. | 705 | 29,962 | ||||
Series A-2 | 2,248 | 95,540 | ||||
Series A-3 | 2,740 | 123,300 | ||||
Series A-4 | 6,350 | 285,750 | ||||
Sirius Satellite Radio, Inc. | 545 | 234,350 | ||||
| 116 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Univision Communications, Inc. | $ | 1,190 | $ | 678,300 | ||
WDAC Subsidiary Corp. | 982 | 186,580 | ||||
WMG Holdings Corp. | 3,196 | 1,102,620 | ||||
| 27,885,172 | ||||||
Communications - | ||||||
American Tower Corp. | 310 | 303,800 | ||||
Cincinnati Bell, Inc. | 1,740 | 1,592,100 | ||||
Cricket Communications, Inc. | 2,085 | 1,902,563 | ||||
Digicel Ltd. | 2,227 | 2,009,868 | ||||
Fairpoint Communications, Inc. | 1,885 | 782,275 | ||||
Frontier Communications Corp. | 1,977 | 1,799,070 | ||||
9.00%, 8/15/31(a) | 2,145 | 1,565,850 | ||||
Inmarsat Finance PLC | 1,835 | 1,800,594 | ||||
10.375%, 11/15/12(a)(f) | 1,037 | 1,057,740 | ||||
Level 3 Financing, Inc. | 2,360 | 1,351,100 | ||||
9.25%, 11/01/14(a) | 1,200 | 762,000 | ||||
Mobile Telesystems Finance SA | 2,858 | 2,343,950 | ||||
Nextel Communications, Inc. | 4,450 | 2,047,000 | ||||
Qwest Capital Funding, Inc. | 4,029 | 3,837,622 | ||||
Qwest Communications International, Inc. | 350 | 296,625 | ||||
Sprint Capital Corp. | 3,815 | 2,107,787 | ||||
8.75%, 3/15/32(a) | 1,180 | 710,950 | ||||
Sprint Nextel Corp. | 3,300 | 2,145,000 | ||||
Time Warner Telecom Holdings, Inc. | 740 | 701,150 | ||||
Vip Finance (Vimpelcom) | 2,060 | 1,400,800 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 117 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Windstream Corp. | $ | 964 | $ | 935,080 | ||
8.625%, 8/01/16(a) | 3,070 | 2,947,200 | ||||
| 34,400,124 | ||||||
Consumer Cyclical - Automotive – 3.2% | ||||||
Affinia Group, Inc. | 45 | 20,250 | ||||
Allison Transmission, Inc. | 560 | 271,600 | ||||
Ford Motor Co. | 5,020 | 941,250 | ||||
Ford Motor Credit Co. | 2,785 | 1,364,650 | ||||
7.00%, 10/01/13(a) | 4,474 | 2,203,606 | ||||
8.00%, 12/15/16(a) | 3,295 | 1,552,143 | ||||
General Motors Corp. | 4,155 | 498,600 | ||||
8.375%, 7/15/33(a) | 6,705 | 888,412 | ||||
The Goodyear Tire & Rubber Co. | 550 | 440,000 | ||||
9.00%, 7/01/15(a) | 1,307 | 986,785 | ||||
Keystone Automotive Operations, Inc. | 1,436 | 502,600 | ||||
Lear Corp. | 1,835 | 348,650 | ||||
8.50%, 12/01/13(a) | 370 | 66,600 | ||||
8.75%, 12/01/16(a) | 3,010 | 511,700 | ||||
Tenneco, Inc. | 465 | 65,100 | ||||
TRW Automotive, Inc. | 4,330 | 1,212,400 | ||||
Visteon Corp. | 1,795 | 71,800 | ||||
| 11,946,146 | ||||||
Consumer Cyclical - Other – 5.6% | ||||||
Beazer Homes USA, Inc. | 1,500 | 517,500 | ||||
Boyd Gaming Corp. | 737 | 552,750 | ||||
Broder Brothers Co. | 642 | 149,265 | ||||
DR Horton, Inc. | 250 | 237,500 | ||||
6.50%, 4/15/16(a) | 2,180 | 1,700,400 | ||||
| 118 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Gaylord Entertainment Co. | $ | 1,307 | $ | 865,887 | ||
Greektown Holdings LLC | 850 | 76,500 | ||||
Harrah’s Operating Co. Inc | 5,146 | 720,440 | ||||
Harrah’s Operating Co., Inc. | 514 | 30,840 | ||||
6.50%, 6/01/16(a) | 5,352 | 321,120 | ||||
Host Hotels & Resorts LP | 385 | 287,787 | ||||
Series Q | 2,935 | 2,113,200 | ||||
KB Home | 600 | 525,000 | ||||
Lennar Corp. | 1,135 | 768,963 | ||||
Levi Strauss & Co. | 742 | 567,630 | ||||
MGM Mirage | 3,952 | 1,541,280 | ||||
7.625%, 1/15/17(a) | 2,080 | 832,000 | ||||
8.375%, 2/01/11(a) | 1,024 | 327,680 | ||||
Mohegan Tribal Gaming Auth | 1,245 | 373,500 | ||||
Penn National Gaming, Inc. | 1,496 | 1,436,160 | ||||
Pulte Homes, Inc. | 1,090 | 882,900 | ||||
Six Flags Operations, Inc. | 316 | 175,380 | ||||
Six Flags, Inc. | 763 | 141,155 | ||||
Starwood Hotels & Resorts Worldwide, Inc. | 2,110 | 1,666,900 | ||||
7.875%, 5/01/12(a) | 539 | 466,235 | ||||
Station Casinos, Inc. | 3,610 | 108,300 | ||||
Turning Stone Resort Casino Enterprise | 1,097 | 899,540 | ||||
Universal City Development Partners | 610 | 468,175 | ||||
Universal City Florida Holding Co. | 630 | 302,400 | ||||
William Lyon Homes, Inc. | 1,597 | 319,400 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 119 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Wynn Las Vegas Capital Corp. | $ | 2,135 | $ | 1,505,175 | ||
| 20,880,962 | ||||||
Consumer Cyclical - Restaurants – 0.1% | ||||||
OSI Restaurant Partners, Inc. | 1,065 | 264,919 | ||||
Sbarro, Inc. | 415 | 153,550 | ||||
| 418,469 | ||||||
Consumer Cyclical - Retailers – 1.6% | ||||||
Autonation, Inc. | 175 | 138,688 | ||||
Burlington Coat Factory Warehouse Corp. | 555 | 144,300 | ||||
Couche-Tard US/Finance | 1,006 | 950,670 | ||||
Dollar General Corp. | 510 | 511,275 | ||||
GSC Holdings Corp. | 1,290 | 1,290,000 | ||||
Limited Brands, Inc. | 2,028 | 1,370,255 | ||||
6.90%, 7/15/17(a) | 845 | 562,585 | ||||
Michaels Stores, Inc. | 1,345 | 458,981 | ||||
11.375%, 11/01/16(a) | 1,165 | 275,231 | ||||
Rite Aid Corp. | 2,080 | 353,600 | ||||
| 6,055,585 | ||||||
Consumer Non-Cyclical – 7.7% | ||||||
Aramark Corp. | 1,710 | 1,556,100 | ||||
Bausch & Lomb, Inc. | 740 | 671,550 | ||||
Biomet, Inc. | 1,220 | 1,128,500 | ||||
Catalent Pharma Solutions, Inc. | 1,240 | 421,600 | ||||
Community Health Systems, Inc. | 3,391 | 3,208,734 | ||||
DaVita, Inc. | 950 | 926,250 | ||||
7.25%, 3/15/15(a) | 1,219 | 1,182,430 | ||||
Dean Foods Co. | 921 | 874,950 | ||||
Del Monte Corp. | 395 | 377,225 | ||||
| 120 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Elan Finance PLC/Elan Finance Corp. | $ | 2,825 | $ | 2,408,313 | ||
Hanger Orthopedic Group, Inc. | 670 | 666,650 | ||||
HCA, Inc. | 4,848 | 3,345,120 | ||||
6.50%, 2/15/16(a) | 1,520 | 1,018,400 | ||||
6.75%, 7/15/13(a) | 1,650 | 1,311,750 | ||||
9.25%, 11/15/16(a) | 1,000 | 915,000 | ||||
9.625%, 11/15/16(a)(e) | 2,665 | 2,225,275 | ||||
Healthsouth Corp. | 980 | 982,450 | ||||
IASIS Healthcare Corp. | 1,174 | 1,127,040 | ||||
New Albertsons, Inc. | 2,220 | 1,798,200 | ||||
Select Medical Corp. | 910 | 559,650 | ||||
Stater Brothers Holdings | 594 | 589,545 | ||||
Universal Hospital Services, Inc. | 895 | 635,450 | ||||
Viant Holdings, Inc. | 567 | 283,500 | ||||
Visant Corp. | 883 | 823,397 | ||||
| 29,037,079 | ||||||
Energy – 6.6% | ||||||
Chesapeake Energy Corp. | 3,850 | 3,031,875 | ||||
6.625%, 1/15/16(a) | 2,195 | 1,794,413 | ||||
6.875%, 1/15/16(a) | 270 | 222,075 | ||||
7.50%, 9/15/13(a) | 805 | 718,462 | ||||
CIE Generale De Geophysique | 1,285 | 1,005,513 | ||||
7.75%, 5/15/17(a) | 195 | 151,125 | ||||
Complete Production Services, Inc. | 1,325 | 896,031 | ||||
Energy XXI Gulf Coast, Inc. | 1,145 | 440,825 | ||||
Forest Oil Corp. | 2,790 | 2,232,000 | ||||
Hilcorp Energy I LP/Hilcorp Finance Co. | 1,425 | 1,090,125 | ||||
Newfield Exploration Co. | 1,635 | 1,438,800 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 121 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
OPTI Canada, Inc. | $ | 1,108 | $ | 376,720 | ||
PetroHawk Energy Corp. | 2,806 | 2,651,670 | ||||
Pioneer Natural Resources Co. | 1,495 | 1,140,287 | ||||
Plains Exploration & Production Co. | 2,615 | 2,392,725 | ||||
Pride International, Inc. | 634 | 630,830 | ||||
Range Resources Corp. | 940 | 869,500 | ||||
Southwestern Energy Co. | 1,025 | 968,625 | ||||
Tesoro Corp. | 1,180 | 1,014,800 | ||||
6.50%, 6/01/17(a) | 2,160 | 1,663,200 | ||||
| 24,729,601 | ||||||
Other Industrial – 0.8% | ||||||
Central European Distribution Corp. | EUR | 173 | 159,279 | |||
Noble Group Ltd. | $ | 2,000 | 1,240,000 | |||
RBS Global, Inc. and Rexnord Corp. | 1,105 | 933,725 | ||||
Sensus Metering Systems, Inc. | 655 | 537,100 | ||||
| 2,870,104 | ||||||
Services – 1.6% | ||||||
Expedia, Inc. | 1,070 | 877,400 | ||||
Realogy Corp. | 2,530 | 531,300 | ||||
Service Corp. International | 3,825 | 3,480,750 | ||||
Ticketmaster Entertainment, Inc. | 510 | 367,200 | ||||
Travelport LLC | 535 | 216,675 | ||||
West Corp. | 500 | 350,000 | ||||
| 5,823,325 | ||||||
Technology – 3.3% | ||||||
Amkor Technology, Inc. | 2,210 | 1,248,650 | ||||
Avago Technologies Finance | 755 | 636,088 | ||||
| 122 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
CA, Inc. | $ | 965 | $ | 965,000 | ||
First Data Corp. | 1,341 | 737,550 | ||||
Flextronics International Ltd. | 1,418 | 1,251,385 | ||||
Freescale Semiconductor, Inc. | 4,530 | 815,400 | ||||
10.125%, 12/15/16(a) | 2,625 | 341,250 | ||||
Iron Mountain, Inc. | 1,360 | 1,264,800 | ||||
7.75%, 1/15/15(a) | 950 | 942,875 | ||||
Lucent Technologies, Inc. | 1,260 | 456,750 | ||||
NXP BV / NXP Funding LLC | 1,000 | 160,000 | ||||
9.50%, 10/15/15(a) | 445 | �� | 37,825 | |||
Seagate Technology HDD Holding | 2,143 | 1,446,525 | ||||
Serena Software, Inc. | 875 | 518,437 | ||||
Sungard Data Systems, Inc. | 1,712 | 1,455,200 | ||||
| 12,277,735 | ||||||
Transportation - Airlines – 0.6% | ||||||
AMR Corp. | 1,570 | 989,100 | ||||
Continental Airlines, Inc. | 1,330 | 851,200 | ||||
Series RJO3 | 532 | 314,134 | ||||
| 2,154,434 | ||||||
Transportation - Railroads – 0.3% | ||||||
Trinity Industries, Inc. | 1,300 | 1,079,000 | ||||
Transportation - Services – 0.2% | ||||||
Avis Budget Car Rental | 1,660 | 332,000 | ||||
Hertz Corp. | 1,145 | 561,050 | ||||
| 893,050 | ||||||
| 218,571,730 | ||||||
Utility – 9.2% | ||||||
Electric – 7.7% | ||||||
The AES Corp. | 2,430 | 2,180,925 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 123 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
8.00%, 10/15/17(a) | $ | 2,740 | $ | 2,329,000 | ||
8.75%, 5/15/13(a)(b) | 140 | 135,800 | ||||
CMS Energy Corp. | 835 | 842,723 | ||||
Dynegy Holdings, Inc. | 3,360 | 2,032,800 | ||||
8.375%, 5/01/16(a) | 1,680 | 1,066,800 | ||||
Dynegy Roseton/Danskammer Pass Through Trust | 183 | 173,777 | ||||
Series B | 1,222 | 916,500 | ||||
Edison Mission Energy | 2,840 | 2,399,800 | ||||
7.50%, 6/15/13(a) | 1,360 | 1,247,800 | ||||
7.75%, 6/15/16(a) | 1,695 | 1,542,450 | ||||
Energy Future Holdings Corp. | 1,545 | 880,650 | ||||
Mirant Americas Generation LLC | 2,925 | 2,281,500 | ||||
NRG Energy, Inc. | 420 | 395,850 | ||||
7.375%, 2/01/16 - 1/15/17(a) | 4,305 | 3,977,950 | ||||
Reliant Energy, Inc. | 598 | 526,240 | ||||
7.625%, 6/15/14(a) | 2,265 | 1,642,125 | ||||
7.875%, 6/15/17(a) | 1,840 | 1,338,600 | ||||
Texas Competitive Electric Holdings Co. LLC | 2,151 | 1,086,255 | ||||
TXU Corp. | 1,957 | 859,416 | ||||
Series Q | 3,106 | 799,404 | ||||
| 28,656,365 | ||||||
Natural Gas – 1.5% | ||||||
El Paso Corp. | 1,245 | 1,153,582 | ||||
7.75%, 1/15/32(a) | 1,355 | 1,040,154 | ||||
Enterprise Products Operating LLC | 2,535 | 1,711,125 | ||||
Kinder Morgan Finance Co. | 1,135 | 987,450 | ||||
| 124 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Regency Energy Partners | $ | 1,089 | $ | 906,592 | ||
| 5,798,903 | ||||||
| 34,455,268 | ||||||
Credit Default Index Holdings – 4.9% | ||||||
DJ CDX.NA.HY-100 – 4.9% | ||||||
CDX North America High Yield | 17,100 | 14,535,000 | ||||
Dow Jones CDX HY | 4,312 | 3,854,025 | ||||
| 18,389,025 | ||||||
Financial Institutions – 2.9% | ||||||
Brokerage – 0.1% | ||||||
E*Trade Financial Corp. | 680 | 217,600 | ||||
Finance – 2.1% | ||||||
GMAC LLC | 1,657 | 804,606 | ||||
6.875%, 9/15/11(a)(b) | 4,435 | 2,887,176 | ||||
8.00%, 11/01/31(a)(b) | 1,332 | 597,962 | ||||
iStar Financial, Inc. | 2,500 | 950,000 | ||||
Residential Capital LLC | 1,625 | 650,000 | ||||
9.625%, 5/15/15(a)(b) | 5,320 | 2,021,600 | ||||
| 7,911,344 | ||||||
Insurance – 0.2% | ||||||
Crum & Forster Holdings Corp. | 760 | 592,800 | ||||
Liberty Mutual Group, Inc. | 770 | 308,000 | ||||
| 900,800 | ||||||
REITS – 0.5% | ||||||
AMR REAL ESTATE PTR/FIN | 2,500 | 2,056,250 | ||||
| 11,085,994 | ||||||
Total Corporates - Non-Investment Grades | 282,502,017 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 125 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
CORPORATES - INVESTMENT GRADES – 15.4% | ||||||
Industrial – 8.2% | ||||||
Basic – 2.2% | ||||||
ArcelorMittal | $ | 2,081 | $ | 1,793,379 | ||
Freeport-McMoRan Copper & Gold, Inc. | 2,735 | 2,358,937 | ||||
The Mosaic Co. | 1,875 | 1,800,000 | ||||
United States Steel Corp. | 1,825 | 1,367,715 | ||||
Weyerhaeuser Co. | 1,385 | 919,585 | ||||
| 8,239,616 | ||||||
Capital Goods – 1.2% | ||||||
Allied Waste North America, Inc. | 1,603 | 1,574,948 | ||||
Series B | 1,053 | 1,016,145 | ||||
Masco Corp. | 1,420 | 978,060 | ||||
Tyco International Finance SA | 700 | 730,582 | ||||
| 4,299,735 | ||||||
Communications - Telecommunications – 1.7% | ||||||
Alltel Corp. | 750 | 768,750 | ||||
Embarq Corp. | 2,215 | 2,082,100 | ||||
Qwest Corp. | 1,270 | 1,041,400 | ||||
6.875%, 9/15/33(a) | 2,240 | 1,500,800 | ||||
8.875%, 3/15/12(a) | 1,115 | 1,098,275 | ||||
| 6,491,325 | ||||||
Consumer Cyclical - Other – 0.5% | ||||||
Toll Brothers Finance Corp. | 2,443 | 1,980,196 | ||||
Consumer Cyclical - Retailers – 0.5% | ||||||
Macy’s Retail Holdings, Inc. | 1,460 | 951,837 | ||||
5.90%, 12/01/16(a) | 1,495 | 888,611 | ||||
| 1,840,448 | ||||||
| 126 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Consumer Non-Cyclical – 1.2% | ||||||
Cadbury Schweppes US Finance LLC | $ | 1,080 | $ | 998,240 | ||
Coventry Health Care, Inc. | 683 | 537,315 | ||||
Reynolds American, Inc. | 2,395 | 2,287,398 | ||||
Ventas Realty LP/Ventas Capital Corp. | 832 | 703,040 | ||||
| 4,525,993 | ||||||
Energy – 0.2% | ||||||
National Oilwell Varco, Inc. | 856 | 761,270 | ||||
Technology – 0.7% | ||||||
Computer Sciences Corp. | 1,300 | 1,243,888 | ||||
Motorola, Inc. | 1,470 | 784,414 | ||||
Xerox Corp. | 535 | 453,413 | ||||
| 2,481,715 | ||||||
| 30,620,298 | ||||||
Financial Institutions – 3.5% | ||||||
Banking – 2.1% | ||||||
The Bear Stearns Co., Inc. | 1,685 | 1,499,808 | ||||
Capital One Financial Corp. | 1,000 | 725,044 | ||||
6.75%, 9/15/17(a) | 663 | 582,627 | ||||
Citigroup, Inc. | 900 | 814,958 | ||||
Countrywide Financial Corp. | 1,221 | 1,026,809 | ||||
Series MTN 5.80%, 6/07/12(a) | 515 | 471,958 | ||||
Countrywide Home Loans, Inc. | 56 | 52,178 | ||||
Fifth Third Bancorp | 1,225 | 1,169,555 | ||||
Merrill Lynch & Co., Inc. | 2,065 | 1,459,430 | ||||
| 7,802,367 | ||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 127 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Finance – 1.3% | ||||||
CIT Group, Inc. | $ | 515 | $ | 275,949 | ||
Series MTN | 2,450 | 1,453,254 | ||||
International Lease Finance Corp. | 2,815 | 1,774,210 | ||||
SLM Corp. Series MTN | 255 | 168,427 | ||||
Series MTNA | 845 | 668,032 | ||||
5.00%, 10/01/13(a) | 1,000 | 610,674 | ||||
| 4,950,546 | ||||||
Insurance – 0.1% | ||||||
Liberty Mutual Group, Inc. | 450 | 361,096 | ||||
Other Finance – 0.0% | ||||||
Aiful Corp. | 921 | 267,631 | ||||
| 13,381,640 | ||||||
Utility – 3.2% | ||||||
Electric – 2.1% | ||||||
Allegheny Energy Supply Co. LLC | 1,070 | 1,091,400 | ||||
8.25%, 4/15/12(a)(b) | 1,830 | 1,857,450 | ||||
Aquila, Inc. | 1,096 | 1,156,280 | ||||
Oncor Electric Delivery Co. | 1,240 | 1,216,803 | ||||
6.80%, 9/01/18(a)(b) | 1,140 | 1,121,046 | ||||
Sierra Pacific Power Co. | 440 | 407,359 | ||||
Teco Finance, Inc. | 500 | 413,699 | ||||
7.00%, 5/01/12(a) | 722 | 683,198 | ||||
| 7,947,235 | ||||||
Natural Gas – 1.1% | ||||||
Tennessee Gas Pipeline Co. | 570 | 468,708 | ||||
Williams Co., Inc. | 2,189 | 2,046,715 | ||||
7.875%, 9/01/21(a) | 1,634 | 1,527,790 | ||||
| 4,043,213 | ||||||
| 11,990,448 | ||||||
| 128 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Non Corporate Sectors – 0.5% | ||||||
Agencies - Not Government Guaranteed – 0.5% | ||||||
TransCapitalInvest Ltd. for OJSC AK Transneft | $ | 2,125 | $ | 1,774,375 | ||
Total Corporates - Investment Grades | 57,766,761 | |||||
COMMERCIAL MORTGAGE-BACKED SECURITIES – 3.0% | ||||||
Non-Agency Fixed Rate CMBS – 3.0% | ||||||
Banc of America Commercial Mortgage, Inc. | 1,500 | 985,159 | ||||
Credit Suisse Mortgage Capital Certificates | 2,375 | 1,652,782 | ||||
Greenwich Capital Commercial Funding Corp. | 1,875 | 1,174,649 | ||||
JP Morgan Chase Commercial Mortgage Securities Corp. | 2,000 | 1,475,843 | ||||
Series 2007-C1, Class A4 | 1,100 | 536,069 | ||||
Series 2007-CB18, Class A4 | 1,875 | 1,126,757 | ||||
Series 2007-LD11, Class A4 | 2,000 | 1,181,361 | ||||
LB-UBS Commercial Mortgage Trust | 2,600 | 1,674,069 | ||||
Merrill Lynch/Countrywide Commercial Mortgage Trust | 2,125 | 1,389,159 | ||||
Total Commercial Mortgage-Backed Securities | 11,195,848 | |||||
QUASI-SOVEREIGNS – 0.8% | ||||||
Quasi-Sovereign Bonds – 0.8% | ||||||
Kazakhstan – 0.3% | ||||||
KazMunaiGaz Finance Sub BV | 1,650 | 1,155,000 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 129 |
High Yield Portfolio—Portfolio of Investments
| Principal Amount (000) | U.S. $ Value | |||||
Russia – 0.5% | ||||||
RSHB Capital SA for OJSC Russian Agricultural Bank | $ | 3,030 | $ | 1,757,400 | ||
Total Quasi-Sovereigns | 2,912,400 | |||||
EMERGING MARKETS - CORPORATE BONDS – 0.7% | ||||||
Industrial – 0.7% | ||||||
Consumer Cyclical - Other – 0.5% | ||||||
Royal Caribbean Cruises Ltd. | 2,385 | 1,335,600 | ||||
8.75%, 2/02/11(a) | 846 | 626,040 | ||||
| 1,961,640 | ||||||
Consumer Non-Cyclical – 0.2% | ||||||
Foodcorp Ltd. | EUR | 1,128 | 815,113 | |||
Total Emerging Markets - Corporate Bonds | 2,776,753 | |||||
BANK LOANS – 0.7% | ||||||
Industrial – 0.7% | ||||||
Consumer Cyclical - Other – 0.3% | ||||||
Las Vegas Sands LLC | $ | 2,469 | 1,097,209 | |||
Energy – 0.4% | ||||||
Ashmore Energy International | 250 | 147,289 | ||||
4.46%, 3/30/14(c) | 2,225 | 1,312,701 | ||||
| 1,459,990 | ||||||
Total Bank Loans | 2,557,199 | |||||
| Shares | ||||||
PREFERRED STOCKS – 0.2% | ||||||
Financial Institutions – 0.2% | ||||||
Banking – 0.1% | ||||||
Preferred Blocker, Inc. | 1,687 | 288,055 | ||||
REITS – 0.1% | ||||||
Sovereign REIT | 624 | 399,360 | ||||
| 687,415 | ||||||
| 130 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
| Shares | U.S. $ Value | ||||
Non Corporate Sectors – 0.0% | |||||
Agencies - Government | |||||
Federal Home Loan Mortgage Corp. | 36,525 | $ | 18,262 | ||
Federal National Mortgage Association | 54,625 | 44,793 | |||
| 63,055 | |||||
Total Preferred Stocks | 750,470 | ||||
SHORT-TERM INVESTMENTS – 0.6% | |||||
Investment Companies – 0.6% | |||||
AllianceBernstein Fixed-Income Shares, Inc. –Government STIF Portfolio(i) | 2,052,028 | 2,052,028 | |||
Total Investments – 96.8% | 362,513,476 | ||||
Other assets less liabilities – 3.2% | 11,987,649 | ||||
Net Assets – 100.0% | $ | 374,501,125 | |||
CREDIT DEFAULT SWAP CONTRACTS ON CORPORATE AND SOVEREIGN ISSUES (see Note C)
Swap Counterparty & Referenced Obligation | Fixed Deal | Implied Credit | Notional Amount (000) | Market Value | Upfront Premiums Paid (Received) | Unrealized Appreciation/ (Depreciation) | |||||||||||||||
Buy Contracts: |
| ||||||||||||||||||||
Morgan Capital Services, Inc.: | |||||||||||||||||||||
Residential Capital LLC 6.50%, 4/17/13, 6/30/10* | (5.00 | )% | 85.757 | % | $ | 1,625 | $ | 881,805 | $ | 556,563 | $ | 325,242 | |||||||||
Sale Contracts: |
| ||||||||||||||||||||
Morgan Capital Services, Inc.: | |||||||||||||||||||||
CDX NA High Yield | 5.00 | 15.153 | 960 | (235,742 | ) | (76,528 | ) | (159,214 | ) | ||||||||||||
| * | Termination date |
INTEREST RATE SWAP TRANSACTIONS (see Note C)
| Rate Type | |||||||||||||
| Swap Counterparty | Notional Amount (000) | Termination Date | Payments made by the Portfolio | Payments received by the Portfolio | Unrealized Appreciation/ (Depreciation) | ||||||||
Morgan Stanley | $ | 1,000 | 9/17/13 | 3 Month LIBOR | 3.620 | % | $ | 57,558 | |||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 131 |
High Yield Portfolio—Portfolio of Investments
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)
| Contract Amount (000) | U.S. $ Value on Origination Date | U.S. $ Value at February 28, 2009 | Unrealized Appreciation/ (Depreciation) | ||||||||
Sale Contracts: | |||||||||||
Euro settling 3/02/09 | 1,496 | $ | 1,949,553 | $ | 1,896,157 | $ | 53,396 | ||||
Euro settling 5/07/09 | 1,496 | 1,904,936 | 1,895,641 | 9,295 | |||||||
| (a) | Position, or a portion thereof, has been segregated to collateralize forward currency exchange contracts. The aggregate market value of these securities amounted to $357,904,249. |
| (b) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At February 28, 2009, the aggregate market value of these securities amounted to $71,239,692 or 19.0% of net assets. |
| (c) | Floating Rate Security. Stated interest rate was in effect at February 28, 2009. |
| (d) | Security is in default and is non-income producing. |
| (e) | Pay-In-Kind Payments (PIK). |
| (f) | Indicates a security that has a zero coupon that remains in effect until a predetermined date at which time the stated coupon rate becomes effective until final maturity. |
| (g) | Variable rate coupon, rate shown as of February 28, 2009. |
| (h) | Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at February 28, 2009. |
| (i) | Investment in affiliated money market mutual fund. |
Currency Abbreviations:
EUR – Euro Dollar
Glossary:
CMBS – Commercial Mortgage-Backed Securities
LIBOR – London Interbank Offered Rates
OJSC – Open Joint Stock Company
REITS – Real Estate Investment Trusts
See notes to financial statements.
| 132 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
High Yield Portfolio—Portfolio of Investments
STATEMENT OF ASSETS & LIABILITIES
February 28, 2009 (unaudited)
| U.S. Value | U.S. Large Cap Growth | Global Real Estate Investment | ||||||||||
| Assets | ||||||||||||
Investments in securities, at value | ||||||||||||
Unaffiliated issuers (cost $2,331,649,069, $1,960,693,834 and $1,197,283,683, respectively) | $ | 1,367,562,234 | $ | 1,540,010,774 | $ | 633,169,004 | ||||||
Affiliated issuers (cost $79,978,093, $1,839,640 and $18,500,056, respectively) | 79,978,093 | 1,839,640 | 18,500,056 | |||||||||
Foreign currencies, at value (cost $0, $0 and $2,200,453, respectively) | – 0 | – | – 0 | – | 2,137,490 | |||||||
Dividends receivable | 6,923,115 | 2,352,264 | 3,318,522 | |||||||||
Receivable for investment securities sold | 2,343,513 | 13,058,001 | 2,121,588 | |||||||||
Receivable for shares of beneficial interest sold | 172,335 | 122,199 | 418,783 | |||||||||
Unrealized appreciation of forward currency exchange contracts | – 0 | – | – 0 | – | 3,081,879 | |||||||
Total assets | 1,456,979,290 | 1,557,382,878 | 662,747,322 | |||||||||
| Liabilities | ||||||||||||
Payable for investment securities purchased | 2,053,856 | 7,287,286 | 10,996,004 | |||||||||
Payable for shares of beneficial interest redeemed | 15,857 | 593,495 | – 0 | – | ||||||||
Unrealized depreciation of forward currency exchange contracts | – 0 | – | – 0 | – | 7,056,121 | |||||||
Accrued expenses | 105,653 | 90,058 | 158,487 | |||||||||
Total liabilities | 2,175,366 | 7,970,839 | 18,210,612 | |||||||||
Net Assets | $ | 1,454,803,924 | $ | 1,549,412,039 | $ | 644,536,710 | ||||||
| Composition of Net Assets | ||||||||||||
Paid-in capital | $ | 3,035,226,568 | $ | 2,496,985,177 | $ | 1,488,770,853 | ||||||
Undistributed/(distributions in excess of) net investment income | 9,224,239 | 5,050,493 | (46,124,747 | ) | ||||||||
Accumulated net realized loss on investment and foreign currency transactions | (625,560,048 | ) | (531,940,571 | ) | (229,905,870 | ) | ||||||
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities | (964,086,835 | ) | (420,683,060 | ) | (568,203,526 | ) | ||||||
Net Assets | $ | 1,454,803,924 | $ | 1,549,412,039 | $ | 644,536,710 | ||||||
Shares of beneficial interest outstanding—unlimited shares authorized, without par value | 291,020,983 | 228,926,051 | 140,729,823 | |||||||||
Net Asset Value | $ | 5.00 | $ | 6.77 | $ | 4.58 | ||||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 133 |
Statement of Assets & Liabilities
| International Value | International Growth | Small-Mid Cap Value | ||||||||||
| Assets | ||||||||||||
Investments in securities, at value | ||||||||||||
Unaffiliated issuers (cost $1,333,122,900, $1,067,253,980 and $632,567,402, respectively) | $ | 728,702,928 | $ | 751,775,264 | $ | 350,257,898 | ||||||
Affiliated issuers (cost $19,019,312, $21,698,070 and $19,152,727, respectively) | 19,019,312 | 21,698,070 | 19,152,727 | |||||||||
Cash(a) | 750,100 | – 0 | – | – 0 | – | |||||||
Foreign currencies, at value (cost $3,601,149, $8,124,263 and $0, respectively) | 3,533,954 | 8,030,495 | – 0 | – | ||||||||
Unrealized appreciation of forward currency exchange contracts | 11,318,068 | 20,887,858 | – 0 | – | ||||||||
Dividends receivable | 2,260,474 | 2,872,924 | 743,647 | |||||||||
Receivable for investment securities sold | 1,287,654 | 21,391,024 | 563,006 | |||||||||
Receivable for shares of beneficial interest sold | 56,357 | 42,346 | 229,226 | |||||||||
Total assets | 766,928,847 | 826,697,981 | 370,946,504 | |||||||||
| Liabilities | ||||||||||||
Unrealized depreciation of forward currency exchange contracts | 15,960,676 | 22,686,284 | – 0 | – | ||||||||
Payable for investment securities purchased and foreign currency transactions | 9,281,090 | 37,084,934 | 3,435,738 | |||||||||
Payable for variation margin on futures contracts | 114,342 | – 0 | – | – 0 | – | |||||||
Payable for shares of beneficial interest redeemed | 18,630 | 476,739 | 219 | |||||||||
Accrued expenses | 137,902 | 108,143 | 68,556 | |||||||||
Total liabilities | 25,512,640 | 60,356,100 | 3,504,513 | |||||||||
Net Assets | $ | 741,416,207 | $ | 766,341,881 | $ | 367,441,991 | ||||||
| Composition of Net Assets | ||||||||||||
Paid-in capital | $ | 1,599,089,762 | $ | 1,408,652,213 | $ | 736,769,818 | ||||||
Undistributed net investment income | 4,512,729 | 1,912,809 | 5,312,088 | |||||||||
Accumulated net realized loss on investment and foreign currency transactions | (251,787,792 | ) | (326,865,066 | ) | (92,330,411 | ) | ||||||
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities | (610,398,492 | ) | (317,358,075 | ) | (282,309,504 | ) | ||||||
Net Assets | $ | 741,416,207 | $ | 766,341,881 | $ | 367,441,991 | ||||||
Shares of beneficial interest outstanding—unlimited shares authorized, without par value | 156,563,181 | 127,272,679 | 70,649,375 | |||||||||
Net Asset Value | $ | 4.74 | $ | 6.02 | $ | 5.20 | ||||||
| (a) | An amount of $750,100 has been segregated to collateralize margin requirements for open futures contracts outstanding at February 28, 2009 for the International Value Portfolio. |
See notes to financial statements.
| 134 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Assets & Liabilities
| Small-Mid Cap Growth | Short Duration Bond | Intermediate Duration Bond | ||||||||||
| Assets | ||||||||||||
Investments in securities, at value | ||||||||||||
Unaffiliated issuers (cost $531,759,415, $1,048,081,395 and $1,250,376,870, respectively) | $ | 385,093,436 | $ | 957,810,602 | $ | 1,092,447,682 | ||||||
Affiliated issuers (cost $9,256,205, $4,682,302 and $13,951,300, respectively) | 9,256,205 | 4,682,302 | 13,951,300 | |||||||||
Cash(a) | 0 | 1,348,075 | 580,800 | |||||||||
Receivable for investment securities sold | 1,703,699 | 52,113,307 | 1,531,932 | |||||||||
Dividends and interest receivable | 57,385 | 7,900,401 | 13,174,848 | |||||||||
Receivable for shares of beneficial interest sold | 52,232 | – 0 | – | – 0 | – | |||||||
Receivable due from Adviser | 791 | – 0 | – | – 0 | – | |||||||
Unrealized appreciation of forward currency exchange contracts | – 0 | – | – 0 | – | 278,817 | |||||||
Receivable for variation margin on futures contracts | – 0 | – | 415,298 | – 0 | – | |||||||
Unrealized appreciation of swap contracts | – 0 | – | – 0 | – | 631,685 | |||||||
Other asset (see Note E) | – 0 | – | – 0 | – | 204,921 | |||||||
Total assets | 396,163,748 | 1,024,269,985 | 1,122,801,985 | |||||||||
| Liabilities | ||||||||||||
Payable for investment securities purchased | 6,853,869 | 53,999,617 | 2,814,261 | |||||||||
Payable for variation margin on futures contracts | – 0 | – | – 0 | – | 24,264 | |||||||
Payable for shares of beneficial interest redeemed | – 0 | – | 3,286,670 | 2,914,537 | ||||||||
Accrued expenses | 53,001 | 73,694 | 89,055 | |||||||||
Total liabilities | 6,906,870 | 57,359,981 | 5,842,117 | |||||||||
Net Assets | $ | 389,256,878 | $ | 966,910,004 | $ | 1,116,959,868 | ||||||
| Composition of Net Assets | ||||||||||||
Paid-in capital | $ | 659,192,675 | $ | 1,099,605,624 | $ | 1,270,735,492 | ||||||
Undistributed net investment income | 675,467 | 1,767,766 | 2,664,538 | |||||||||
Accumulated net realized gain (loss) on investment and foreign currency transactions | (123,945,285 | ) | (44,369,531 | ) | 848,178 | |||||||
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities | (146,665,979 | ) | (90,093,855 | ) | (157,288,340 | ) | ||||||
Net Assets | $ | 389,256,878 | $ | 966,910,004 | $ | 1,116,959,868 | ||||||
Shares of beneficial interest outstanding—unlimited shares authorized, without par value | 56,107,200 | 107,661,299 | 123,849,426 | |||||||||
Net Asset Value | $ | 6.94 | $ | 8.98 | $ | 9.02 | ||||||
| (a) | An amount of $1,348,075 and $580,800 has been segregated to collateralize margin requirements for open futures contracts outstanding at February 28, 2009 for the Short Duration Bond Portfolio and Intermediate Duration Bond Portfolio, respectively. |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 135 |
Statement of Assets & Liabilities
| Inflation Protected Securities | High Yield | |||||||
| Assets | ||||||||
Investments in securities, at value | ||||||||
Unaffiliated issuers (cost $518,923,378 and $549,456,226, respectively) | $ | 515,661,858 | $ | 360,461,448 | ||||
Affiliated issuers (cost $2,074,724 and $2,052,028, respectively) | 2,074,724 | 2,052,028 | ||||||
Foreign currencies, at value (cost $0 and $282,662, respectively) | – 0 | – | 279,714 | |||||
Dividends and interest receivable | 1,521,698 | 11,123,459 | ||||||
Receivable for shares of beneficial interest sold | – 0 | – | 7,753 | |||||
Unrealized appreciation of forward currency exchange contracts | – 0 | – | 62,691 | |||||
Unrealized appreciation of swap contracts | – 0 | – | 382,800 | |||||
Premium paid on swap | – 0 | – | 463,325 | |||||
Other assets | – 0 | – | 56,691 | |||||
Total assets | 519,258,280 | 374,889,909 | ||||||
| Liabilities | ||||||||
Audit fee payable | 25,171 | 26,450 | ||||||
Custody fee payable | 14,586 | 10,159 | ||||||
Payable for shares of beneficial interest redeemed | 11,826 | 124,113 | ||||||
Legal fee payable | 3,878 | 8,757 | ||||||
Payable for investment securities purchased and foreign currency transactions | – 0 | – | 9,348 | |||||
Unrealized depreciation of swap contracts | – 0 | – | 159,214 | |||||
Accrued expenses and other liabilities | 7,728 | 50,743 | (a) | |||||
Total liabilities | 63,189 | 388,784 | ||||||
Net Assets | $ | 519,195,091 | $ | 374,501,125 | ||||
| Composition of Net Assets | ||||||||
Paid-in capital | $ | 543,237,141 | $ | 592,309,304 | ||||
Undistributed/(distributions in excess of) net investment income | (16,112,028 | ) | 2,588,715 | |||||
Accumulated net realized loss on investment and foreign currency transactions | (4,668,502 | ) | (31,674,337 | ) | ||||
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities | (3,261,520 | ) | (188,722,557 | ) | ||||
Net Assets | $ | 519,195,091 | $ | 374,501,125 | ||||
Shares of beneficial interest outstanding—unlimited shares authorized, without par value | 55,818,744 | 57,993,555 | ||||||
Net Asset Value | $ | 9.30 | $ | 6.46 | ||||
| (a) | Includes an amount of $40,379 owed to Lehman Brothers resulting from the termination of credit default swap and interest rate swap contracts subsequent to its bankruptcy filing on September 15, 2008. |
See notes to financial statements.
| 136 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Assets & Liabilities
STATEMENT OF OPERATIONS
Six Months Ended February 28, 2009 (unaudited)
| U.S. Value | U.S. Large Cap Growth | Global Real Estate Investment | ||||||||||
| Investment Income | ||||||||||||
Dividends | ||||||||||||
Unaffiliated issuers (net of foreign taxes withheld of $175,189, $71,823 and $1,235,921, respectively) | $ | 33,845,683 | $ | 13,576,359 | $ | 22,848,402 | ||||||
Affiliated issuers | 372,144 | 155,040 | 139,946 | |||||||||
Interest | – 0 | – | – 0 | – | 5,958 | |||||||
Total income | 34,217,827 | 13,731,399 | 22,994,306 | |||||||||
| Expenses | ||||||||||||
Custodian | 158,568 | 162,674 | 264,489 | |||||||||
Audit | 19,783 | 23,446 | 35,808 | |||||||||
Legal | 14,328 | 15,132 | 15,105 | |||||||||
Registration fees | 5,829 | 1,199 | 4,800 | |||||||||
Printing | 4,879 | 4,684 | 2,260 | |||||||||
Trustees’ fees | 1,997 | 1,814 | 1,873 | |||||||||
Miscellaneous | 42,384 | 25,053 | 27,606 | |||||||||
Total expenses | 247,768 | 234,002 | 351,941 | |||||||||
Net investment income | 33,970,059 | 13,497,397 | 22,642,365 | |||||||||
| Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions | ||||||||||||
Net realized loss on: | ||||||||||||
Investment transactions | (609,385,923 | ) | (352,302,150 | ) | (166,648,489 | ) | ||||||
Foreign currency transactions | – 0 | – | – 0 | – | (1,355,899 | ) | ||||||
Net change in unrealized appreciation/depreciation of: | ||||||||||||
Investments | (567,602,746 | ) | (640,465,128 | ) | (461,831,913 | ) | ||||||
Foreign currency denominated assets and liabilities | – 0 | – | – 0 | – | (3,969,693 | ) | ||||||
Net loss on investment and foreign currency transactions | (1,176,988,669 | ) | (992,767,278 | ) | (633,805,994 | ) | ||||||
Net Decrease in Net Assets from Operations | $ | (1,143,018,610 | ) | $ | (979,269,881 | ) | $ | (611,163,629 | ) | |||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 137 |
Statement of Operations
| International Value | International Growth | Small-Mid Cap Value | ||||||||||
| Investment Income | ||||||||||||
Dividends | ||||||||||||
Unaffiliated issuers (net of foreign taxes withheld of $853,900, $701,849 and $18,356, respectively) | $ | 9,494,234 | $ | 10,824,552 | $ | 5,424,584 | ||||||
Affiliated issuers | 117,651 | 164,067 | 93,638 | |||||||||
Interest | – 0 | – | 7,470 | – 0 | – | |||||||
Total income | 9,611,885 | 10,996,089 | 5,518,222 | |||||||||
| Expenses | ||||||||||||
Custodian | 347,825 | 268,897 | 77,482 | |||||||||
Audit | 26,712 | 29,606 | 21,419 | |||||||||
Legal | 14,304 | 15,082 | 14,210 | |||||||||
Registration fees | 2,143 | 2,773 | 3,329 | |||||||||
Trustees’ fees | 1,820 | 1,823 | 1,700 | |||||||||
Printing | 1,163 | 2,455 | 1,430 | |||||||||
Miscellaneous | 42,595 | 21,721 | 6,386 | |||||||||
Total expenses | 436,562 | 342,357 | 125,956 | |||||||||
Net investment income | 9,175,323 | 10,653,732 | 5,392,266 | |||||||||
| Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions | ||||||||||||
Net realized gain (loss) on: | ||||||||||||
Investment transactions | (250,152,673 | ) | (327,165,778 | ) | (92,525,721 | ) | ||||||
Futures contracts | (1,808,693 | ) | – 0 | – | – 0 | – | ||||||
Foreign currency transactions | 829,201 | 18,054,463 | – 0 | – | ||||||||
Net change in unrealized appreciation/depreciation of: | ||||||||||||
Investments | (421,011,373 | ) | (290,817,033 | ) | (233,978,463 | ) | ||||||
Futures contracts | (1,349,841 | ) | – 0 | – | – 0 | – | ||||||
Foreign currency denominated assets and liabilities | (4,663,117 | ) | (1,757,786 | ) | – 0 | – | ||||||
Net loss on investment and foreign currency transactions | (678,156,496 | ) | (601,686,134 | ) | (326,504,184 | ) | ||||||
Net Decrease in Net Assets from Operations | $ | (668,981,173 | ) | $ | (591,032,402 | ) | $ | (321,111,918 | ) | |||
See notes to financial statements.
| 138 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Operations
| Small-Mid Cap Growth | Short Duration Bond | Intermediate Duration Bond | ||||||||||
| Investment Income | ||||||||||||
Dividends | ||||||||||||
Unaffiliated issuers (net of foreign taxes withheld of $3,290, $0 and $0, respectively) | $ | 1,041,494 | $ | – 0 | – | $ | – 0 | – | ||||
Affiliated issuers | 85,589 | 158,687 | 351,792 | |||||||||
Interest | – 0 | – | 22,752,180 | 37,242,647 | ||||||||
Total income | 1,127,083 | 22,910,867 | 37,594,439 | |||||||||
| Expenses | ||||||||||||
Custodian | 87,453 | 127,473 | 159,840 | |||||||||
Audit | 21,688 | 23,937 | 28,592 | |||||||||
Legal | 14,239 | 17,697 | 14,024 | |||||||||
Trustees’ fees | 1,820 | 1,784 | 1,784 | |||||||||
Registration fees | 1,410 | 1,185 | 1,925 | |||||||||
Printing | 1,396 | 3,374 | 3,174 | |||||||||
Miscellaneous | 6,278 | 11,655 | 14,755 | |||||||||
Total expenses | 134,284 | 187,105 | 224,094 | |||||||||
Net investment income | 992,799 | 22,723,762 | 37,370,345 | |||||||||
| Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions | ||||||||||||
Net realized gain (loss) on: | ||||||||||||
Investment transactions | (88,180,849 | ) | (33,555,694 | ) | (7,537,599 | ) | ||||||
Futures contracts | – 0 | – | 3,740,349 | (1,753,755 | ) | |||||||
Swap contracts | – 0 | – | 994,787 | 9,678,986 | ||||||||
Foreign currency transactions | – 0 | – | – 0 | – | 1,104,517 | |||||||
Net change in unrealized appreciation/depreciation of: | ||||||||||||
Investments | (224,791,330 | ) | (19,532,634 | ) | (101,616,639 | ) | ||||||
Futures contracts | – 0 | – | 199,327 | (361,098 | ) | |||||||
Swap contracts | – 0 | – | (170,001 | ) | (3,606,067 | ) | ||||||
Foreign currency denominated assets and liabilities | – 0 | – | – 0 | – | 265,043 | |||||||
Net loss on investment and foreign currency transactions | (312,972,179 | ) | (48,323,866 | ) | (103,826,612 | ) | ||||||
Contributions from Adviser | 791 | – 0 | – | – 0 | – | |||||||
Net Decrease in Net Assets from Operations | $ | (311,978,589 | ) | $ | (25,600,104 | ) | $ | (66,456,267 | ) | |||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 139 |
Statement of Operations
| Inflation Protected Securities | High Yield | |||||||
| Investment Income | ||||||||
Dividends | ||||||||
Affiliated issuers | $ | 16,426 | $ | 122,364 | ||||
Unaffiliated issuers | – 0 | – | 82,525 | |||||
Interest | (15,751,773 | ) | 24,385,378 | |||||
Total income | (15,735,347 | ) | 24,590,267 | |||||
| Expenses | ||||||||
Custodian | 74,227 | 84,658 | ||||||
Audit | 25,651 | 25,122 | ||||||
Legal | 13,898 | 15,873 | ||||||
Trustees’ fees | 1,973 | 2,924 | ||||||
Registration fees | 617 | 1,031 | ||||||
Printing | 441 | 1,349 | ||||||
Miscellaneous | 5,808 | 5,485 | ||||||
Total expenses | 122,615 | 136,442 | ||||||
Net investment income (loss) | (15,857,962 | ) | 24,453,825 | |||||
| Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions | ||||||||
Net realized gain (loss) on: | ||||||||
Investment transactions | (3,275,464 | ) | (18,245,994 | ) | ||||
Futures contracts | – 0 | – | (197,358 | ) | ||||
Swap contracts | – 0 | – | (18,029 | ) | ||||
Foreign currency transactions | – 0 | – | 331,252 | |||||
Net change in unrealized appreciation/depreciation of: | ||||||||
Investments | (29,046,768 | ) | (124,535,575 | ) | ||||
Futures contracts | – 0 | – | 9,437 | |||||
Swap contracts | – 0 | – | 212,161 | |||||
Foreign currency denominated assets and liabilities | – 0 | – | (82,543 | ) | ||||
Net loss on investment and foreign currency transactions | (32,322,232 | ) | (142,526,649 | ) | ||||
Net Decrease in Net Assets from Operations | $ | (48,180,194 | ) | $ | (118,072,824 | ) | ||
See notes to financial statements.
| 140 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Operations
STATEMENT OF CHANGES IN NET ASSETS
| U.S. Value | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 33,970,059 | $ | 76,567,387 | ||||
Net realized loss on investment transactions | (609,385,923 | ) | (4,307,723 | ) | ||||
Net change in unrealized appreciation/depreciation of investments | (567,602,746 | ) | (675,305,133 | ) | ||||
Net decrease in net assets from operations | (1,143,018,610 | ) | (603,045,469 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (39,110,668 | ) | (75,000,606 | ) | ||||
Net realized gain on investment transactions | (275,483 | ) | (95,463,929 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 116,265,862 | 721,113,240 | ||||||
Total decrease | (1,066,138,899 | ) | (52,396,764 | ) | ||||
| Net Assets | ||||||||
Beginning of period | 2,520,942,823 | 2,573,339,587 | ||||||
End of period (including undistributed net investment income of $9,224,239 and $14,364,848, respectively) | $ | 1,454,803,924 | $ | 2,520,942,823 | ||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 141 |
Statement of Changes In Net Assets
| U.S. Large Cap Growth | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 13,497,397 | $ | 22,865,736 | ||||
Net realized loss on investment and foreign currency transactions | (352,302,150 | ) | (143,945,402 | ) | ||||
Net change in unrealized appreciation/depreciation of investments | (640,465,128 | ) | (88,496,531 | ) | ||||
Net decrease in net assets from operations | (979,269,881 | ) | (209,576,197 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (12,554,174 | ) | (22,161,201 | ) | ||||
Net realized gain on investment transactions | – 0 | – | (72,912,341 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 8,966,815 | 228,764,735 | ||||||
Total decrease | (982,857,240 | ) | (75,885,004 | ) | ||||
| Net Assets | ||||||||
Beginning of period | 2,532,269,279 | 2,608,154,283 | ||||||
End of period (including undistributed net investment income of $5,050,493 and $4,107,270, respectively) | $ | 1,549,412,039 | $ | 2,532,269,279 | ||||
See notes to financial statements.
| 142 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Changes In Net Assets
| Global Real Estate Investment | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 22,642,365 | $ | 38,326,967 | ||||
Net realized loss on investment and foreign currency transactions | (168,004,388 | ) | (38,615,426 | ) | ||||
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities | (465,801,606 | ) | (227,184,263 | ) | ||||
Net decrease in net assets from operations | (611,163,629 | ) | (227,472,722 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (5,812,876 | ) | (124,566,410 | ) | ||||
Net realized gain on investment transactions | – 0 | – | (93,818,420 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 129,132,143 | 374,344,104 | ||||||
Total decrease | �� | (487,844,362 | ) | (71,513,448 | ) | |||
| Net Assets | ||||||||
Beginning of period | 1,132,381,072 | 1,203,894,520 | ||||||
End of period (including distributions in excess of net investment income of ($46,124,747) and ($62,954,236), respectively) | $ | 644,536,710 | $ | 1,132,381,072 | ||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 143 |
Statement of Changes In Net Assets
| International Value | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 9,175,323 | $ | 46,775,826 | ||||
Net realized gain (loss) on investment and foreign currency transactions | (251,132,165 | ) | 79,389,606 | |||||
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities | (427,024,331 | ) | (431,490,143 | ) | ||||
Net decrease in net assets from operations | (668,981,173 | ) | (305,324,711 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (4,780,644 | ) | (45,424,313 | ) | ||||
Net realized gain on investment transactions | (47,413,051 | ) | (125,292,275 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 234,114,328 | 388,533,855 | ||||||
Total decrease | (487,060,540 | ) | (87,507,444 | ) | ||||
| Net Assets | ||||||||
Beginning of period | 1,228,476,747 | 1,315,984,191 | ||||||
End of period (including undistributed net investment income of $4,512,729 and $118,050, respectively) | $ | 741,416,207 | $ | 1,228,476,747 | ||||
See notes to financial statements.
| 144 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Changes In Net Assets
| International Growth | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 10,653,732 | $ | 38,601,764 | ||||
Net realized loss on investment and foreign currency transactions | (309,111,315 | ) | (4,668,564 | ) | ||||
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities | (292,574,819 | ) | (205,982,801 | ) | ||||
Contributions from Adviser (see Note B) | – 0 | – | 4,968 | |||||
Net decrease in net assets from operations | (591,032,402 | ) | (172,044,633 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (16,689,679 | ) | (37,782,420 | ) | ||||
Net realized gain on investment transactions | (120,835 | ) | (77,899,830 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 128,205,644 | 204,779,064 | ||||||
Total decrease | (479,637,272 | ) | (82,947,819 | ) | ||||
| Net Assets | ||||||||
Beginning of period | 1,245,979,153 | 1,328,926,972 | ||||||
End of period (including undistributed net investment income of $1,912,809 and $7,948,756, respectively) | $ | 766,341,881 | $ | 1,245,979,153 | ||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 145 |
Statement of Changes In Net Assets
| Small-Mid Cap Value | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 5,392,266 | $ | 11,283,661 | ||||
Net realized gain (loss) on investment transactions | (92,525,721 | ) | 49,510,317 | |||||
Net change in unrealized appreciation/depreciation of investments | (233,978,463 | ) | (103,980,846 | ) | ||||
Net decrease in net assets from operations | (321,111,918 | ) | (43,186,868 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (2,813,245 | ) | (10,427,611 | ) | ||||
Net realized gain on investment transactions | (45,972,741 | ) | (35,875,349 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 51,552,202 | 126,876,186 | ||||||
Total increase (decrease) | (318,345,702 | ) | 37,386,358 | |||||
| Net Assets | ||||||||
Beginning of period | 685,787,693 | 648,401,335 | ||||||
End of period (including undistributed net investment income of $5,312,088 and $2,733,067, respectively) | $ | 367,441,991 | $ | 685,787,693 | ||||
See notes to financial statements.
| 146 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Changes In Net Assets
| Small-Mid Cap Growth | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 992,799 | $ | 2,699,076 | ||||
Net realized loss on investment transactions | (88,180,849 | ) | (34,884,220 | ) | ||||
Net change in unrealized appreciation/depreciation of investments | (224,791,330 | ) | (7,359,794 | ) | ||||
Contributions from Adviser (see Note B) | 791 | 391,487 | ||||||
Net decrease in net assets from operations | (311,978,589 | ) | (39,153,451 | ) | ||||
| Dividends and Distributions to Shareholders from | ||||||||
Net investment income | (654,742 | ) | (3,236,677 | ) | ||||
Net realized gain on investment transactions | – 0 | – | (64,736,710 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase | 15,599,395 | 124,646,361 | ||||||
Total increase (decrease) | (297,033,936 | ) | 17,519,523 | |||||
| Net Assets | ||||||||
Beginning of period | 686,290,814 | 668,771,291 | ||||||
End of period (including undistributed net investment income of $675,467 and $337,410, respectively) | $ | 389,256,878 | $ | 686,290,814 | ||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 147 |
Statement of Changes In Net Assets
| Short Duration Bond | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 22,723,762 | $ | 62,920,743 | ||||
Net realized loss on investment transactions | (28,820,558 | ) | (10,141,028 | ) | ||||
Net change in unrealized appreciation/depreciation of investments | (19,503,308 | ) | (58,225,476 | ) | ||||
Net decrease in net assets from operations | (25,600,104 | ) | (5,445,761 | ) | ||||
| Dividends to Shareholders from | ||||||||
Net investment income | (25,043,583 | ) | (63,330,431 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase (decrease) | (280,987,582 | ) | 95,241,436 | |||||
Total increase (decrease) | (331,631,269 | ) | 26,465,244 | |||||
| Net Assets | ||||||||
Beginning of period | 1,298,541,273 | 1,272,076,029 | ||||||
End of period (including undistributed net investment income of $1,767,766 and $4,087,587, respectively) | $ | 966,910,004 | $ | 1,298,541,273 | ||||
See notes to financial statements.
| 148 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Changes In Net Assets
| Intermediate Duration Bond | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 37,370,345 | $ | 85,155,592 | ||||
Net realized gain on investment and foreign currency transactions | 1,492,149 | 20,426,368 | ||||||
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities | (105,318,761 | ) | (46,640,652 | ) | ||||
Net increase (decrease) in net assets from operations | (66,456,267 | ) | 58,941,308 | |||||
| Dividends to Shareholders from | ||||||||
Net investment income | (45,559,938 | ) | (87,811,371 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase (decrease) | (425,439,553 | ) | 83,633,963 | |||||
Total increase (decrease) | (537,455,758 | ) | 54,763,900 | |||||
| Net Assets | ||||||||
Beginning of period | 1,654,415,626 | 1,599,651,726 | ||||||
End of period (including undistributed net investment income of $2,664,538 and $10,854,131, respectively) | $ | 1,116,959,868 | $ | 1,654,415,626 | ||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 149 |
Statement of Changes In Net Assets
| Inflation Protected Securities | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income (loss) | $ | (15,857,962 | ) | $ | 45,814,379 | |||
Net realized gain (loss) on investment and foreign currency transactions | (3,275,464 | ) | 1,801,908 | |||||
Net change in unrealized appreciation/depreciation of investments | (29,046,768 | ) | 32,520,373 | |||||
Net increase (decrease) in net assets from operations | (48,180,194 | ) | 80,136,660 | |||||
| Dividends to Shareholders from | ||||||||
Net investment income | (38,875,317 | ) | (29,900,723 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net decrease | (82,667,339 | ) | (4,867,081 | ) | ||||
Total increase (decrease) | (169,722,850 | ) | 45,368,856 | |||||
| Net Assets | ||||||||
Beginning of period | 688,917,941 | 643,549,085 | ||||||
End of period (including undistributed/(distributions in excess of) net investment income of ($16,112,028) and $38,621,251, respectively) | $ | 519,195,091 | $ | 688,917,941 | ||||
See notes to financial statements.
| 150 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Statement of Changes In Net Assets
| High Yield | ||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||
| Increase (Decrease) in Net Assets from Operations | ||||||||
Net investment income | $ | 24,453,825 | $ | 42,930,784 | ||||
Net realized loss on investment and foreign currency transactions | (18,130,129 | ) | (11,982,650 | ) | ||||
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities | (124,396,520 | ) | (46,392,817 | ) | ||||
Net decrease in net assets from operations | (118,072,824 | ) | (15,444,683 | ) | ||||
| Dividends to Shareholders from | ||||||||
Net investment income | (24,517,556 | ) | (42,186,325 | ) | ||||
| Transactions in Shares of Beneficial Interest | ||||||||
Net increase (decrease) | (9,758,787 | ) | 88,647,955 | |||||
Total increase (decrease) | (152,349,167 | ) | 31,016,947 | |||||
| Net Assets | ||||||||
Beginning of period | 526,850,292 | 495,833,345 | ||||||
End of period (including undistributed net investment income of $2,588,715 and $2,652,446, respectively) | $ | 374,501,125 | $ | 526,850,292 | ||||
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 151 |
Statement of Changes In Net Assets
NOTES TO FINANCIAL STATEMENTS
February 28, 2009 (unaudited)
NOTE A
Significant Accounting Policies
The AllianceBernstein Pooling Portfolios (the “Trust”) was organized as a Massachusetts business trust on November 11, 2004 and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Trust is currently comprised of eleven separate series: AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein Global Real Estate Investment Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio, AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Intermediate Duration Bond Portfolio, AllianceBernstein Inflation Protected Securities Portfolio and AllianceBernstein High-Yield Portfolio (collectively, the “Portfolios”). The AllianceBernstein Global Value Portfolio and the AllianceBernstein Global Research Growth Portfolio, formerly series of the Trust, ceased operations on November 24, 2008. Each series is considered to be a separate entity for financial reporting and tax purposes. Shares of the Portfolios are offered exclusively to mutual funds advised by and certain other institutional clients of AllianceBernstein L.P. (the “Adviser”). A Portfolio’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolios.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees.
In general, the market value of securities which are readily available and deemed reliable are determined as follows. Securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing
| 152 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market (“OTC”) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (the “Adviser”) may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security. Investments in money market funds are valued at their net asset value each day.
Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolios may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolios value their securities at 4:00 p.m., Eastern Time (see Note A.2).
2. Fair Value Measurements
The Portfolios adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”), effective September 1, 2008. In accordance with FAS 157, fair value is defined as the price that the Portfolios would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolios. Unobservable inputs reflect the Portfolios’ own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 153 |
Notes to Financial Statements
assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.
| • | Level 1—quoted prices in active markets for identical investment |
| • | Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| • | Level 3—significant unobservable inputs (including the Portfolios’ own assumptions in determining the fair value of investments) |
The following table summarizes the valuation of the Portfolios’ investments by the above fair value hierarchy levels as of February 28, 2009:
| U.S. Value | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 1,447,540,327 | $ | – 0 | – | |||
Level 2 | – 0 | – | – 0 | – | ||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 1,447,540,327 | $ | – 0 | – | |||
| U.S. Large Cap Growth | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 1,541,850,414 | $ | – 0 | – | |||
Level 2 | – 0 | – | – 0 | – | ||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 1,541,850,414 | $ | – 0 | – | |||
| Global Real Estate Investment | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 295,702,957 | $ | – 0 | – | |||
Level 2 | 355,966,103 | + | (3,974,242 | ) | ||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 651,669,060 | $ | (3,974,242 | ) | |||
| International Value | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 53,889,762 | $ | (1,174,410 | ) | |||
Level 2 | 693,832,478 | + | (4,642,608 | ) | ||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 747,722,240 | $ | (5,817,018 | ) | |||
| 154 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
| International Growth | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 90,121,246 | $ | – 0 | – | |||
Level 2 | 674,312,728 | + | (1,798,426 | ) | ||||
Level 3 | 9,039,360 | – 0 | – | |||||
Total | $ | 773,473,334 | $ | (1,798,426 | ) | |||
| Small-Mid Cap Value | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 369,410,625 | $ | – 0 | – | |||
Level 2 | – 0 | – | – 0 | – | ||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 369,410,625 | $ | – 0 | – | |||
| Small-Mid Cap Growth | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 394,349,641 | $ | – 0 | – | |||
Level 2 | – 0 | – | – 0 | – | ||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 394,349,641 | $ | – 0 | – | |||
| Short Duration Bond | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 4,682,302 | $ | 176,938 | ||||
Level 2 | 882,929,387 | – 0 | – | |||||
Level 3 | 74,881,215 | – 0 | – | |||||
Total | $ | 962,492,904 | $ | 176,938 | ||||
| Intermediate Duration Bond | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 13,951,300 | $ | (257,351 | ) | |||
Level 2 | 1,045,044,069 | 278,817 | ||||||
Level 3 | 47,403,613 | 631,685 | ||||||
Total | $ | 1,106,398,982 | $ | 653,151 | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 155 |
Notes to Financial Statements
| Inflation Protected Securities | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 2,074,724 | $ | – 0 | – | |||
Level 2 | 515,661,858 | – 0 | – | |||||
Level 3 | – 0 | – | – 0 | – | ||||
Total | $ | 517,736,582 | $ | – 0 | – | |||
| High Yield | ||||||||
Level | Investments in Securities | Other Financial Instruments* | ||||||
Level 1 | $ | 2,052,028 | $ | – 0 | – | |||
Level 2 | 333,448,797 | 62,691 | ||||||
Level 3 | 27,012,651 | 223,586 | ||||||
Total | $ | 362,513,476 | $ | 286,277 | ||||
| * | Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. |
+ | The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio’s investments are categorized as Level 2 investments. |
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| U.S. Value | International Growth | |||||||
| Investments in Securities | Investments in Securities | |||||||
Balance as of 8/31/08 | $ | 5,524,200 | $ | 45,531 | ||||
Accrued discounts/premiums | – 0 | – | – 0 | – | ||||
Realized gain (loss) | (7,147,523 | ) | (20,269 | ) | ||||
Change in unrealized appreciation/depreciation | 6,410,800 | (389,325 | ) | |||||
Net purchases (sales) | (4,787,477 | ) | 9,403,423 | |||||
Net transfers in and/or out of Level 3 | – 0 | – | – 0 | – | ||||
Balance as of 2/28/09 | $ | – 0 | – | $ | 9,039,360 | |||
Net change in unrealized appreciation/depreciation from investments held as of 2/28/09 | $ | – 0 | – * | $ | (395,611 | )* | ||
| 156 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
| Short Duration Bond | ||||||||
| Investments in Securities | Other Financial Instruments | |||||||
Balance as of 8/31/08 | $ | 154,900,165 | $ | 170,001 | ||||
Accrued discounts/premiums | 11,770 | – 0 | – | |||||
Realized gain (loss) | (23,495,805 | ) | 958,622 | |||||
Change in unrealized appreciation/depreciation | (20,451,151 | ) | (170,001 | ) | ||||
Net purchases (sales) | (36,083,764 | ) | (958,622 | ) | ||||
Net transfers in and/or out of Level 3 | – 0 | – | – 0 | – | ||||
Balance as of 2/28/09 | $ | 74,881,215 | $ | – 0 | – | |||
Net change in unrealized appreciation/depreciation from investments held as of 2/28/09 | $ | (33,804,464 | )* | $ | – 0 | –* | ||
| Intermediate Duration Bond | ||||||||
| Investments in Securities | Other Financial Instruments | |||||||
Balance as of 8/31/08 | $ | 63,049,536 | $ | 4,237,752 | ||||
Accrued discounts/premiums | 21,448 | – 0 | – | |||||
Realized gain (loss) | (814,768 | ) | 7,377,760 | |||||
Change in unrealized appreciation/depreciation | (14,811,410 | ) | (3,606,067 | ) | ||||
Net purchases (sales) | 2,777,224 | (7,377,760 | ) | |||||
Net transfers in and/or out of Level 3 | (2,818,417 | ) | – 0 | – | ||||
Balance as of 2/28/09 | $ | 47,403,613 | $ | 631,685 | ||||
Net change in unrealized appreciation/depreciation from investments held as of 2/28/09 | $ | (15,193,464 | )* | $ | 631,685 | * | ||
| High Yield | ||||||||
| Investments in Securities | Other Financial Instruments | |||||||
Balance as of 8/31/08 | $ | 24,310,566 | $ | 11,425 | ||||
Accrued discounts/premiums | 172,305 | – 0 | – | |||||
Realized gain (loss) | (225,076 | ) | 7,761 | |||||
Change in unrealized appreciation/depreciation | (4,000,258 | ) | 212,161 | |||||
Net purchases (sales) | 2,980,720 | (7,761 | ) | |||||
Net transfers in and/or out of Level 3 | 3,774,394 | – 0 | – | |||||
Balance as of 2/28/09 | $ | 27,012,651 | $ | 223,586 | ||||
Net change in unrealized appreciation/depreciation from investments held as of 2/28/09 | $ | (3,943,567 | )* | $ | 223,586 | * | ||
| * | The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments and other financial instruments in the accompanying statement of operations. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 157 |
Notes to Financial Statements
3. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and asked prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolios’ books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of investments and foreign currency denominated assets and liabilities.
4. Taxes
It is each Portfolios’ policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolios may be subject to taxes imposed by countries in which they invest. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.
In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainties in Income Taxes” (“FIN 48”), management has analyzed the Portfolios’ tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolios’ financial statements.
5. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolios amortize premiums and accrete discounts as adjustments to interest income.
| 158 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
6. Expenses
Expenses of the Trust are charged to each Portfolio in proportion to each Portfolio’s respective net assets.
7. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. generally accepted accounting principles. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.
NOTE B
Advisory Fee and Other Transactions with Affiliates
The Trust has entered into an advisory agreement (the “Advisory Agreement”) with the Adviser. Under the terms of the Advisory Agreement, the Portfolios pay no advisory fees to the Adviser. The Adviser serves as investment manager and adviser of each of the Portfolios and continuously furnishes an investment program for each Portfolio and manages, supervises and conducts the affairs of each Portfolio, subject to the supervision of the Trust’s Board of Trustees. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Trust for, office space, facilities and equipment, services of executive and other personnel of the Trust and certain administrative services.
During the six months ended February 28, 2009, the Adviser reimbursed the Small-Mid Cap Growth Portfolio in the amount of $791 for trading losses incurred due to a trade entry error. During the year ended August 31, 2008, the Adviser reimbursed the International Growth Portfolio and Small-Mid Cap Growth Portfolio in the amounts of $4,968 and $391,487, respectively, for trading losses incurred due to a trade entry error.
The Trust has entered into a distribution agreement (the “Distribution Agreement”) on behalf of each Portfolio with AllianceBernstein Investments, Inc., a wholly-owned subsidiary of the Adviser, the Portfolios’ principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Portfolios’ shares, which are sold at the net asset value without any sales charge.
Under the Distribution Agreement, the Trust is responsible for all expenses of the Portfolios, including, for example, certain administrative services, costs of printing Portfolio prospectuses and other reports to shareholders, any taxes levied against the Portfolios and brokerage fees and commissions in connection with the purchase and sale of portfolio securities, but not expenses incurred in promoting the sale of the Portfolios’ shares, which are borne by the Underwriter.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 159 |
Notes to Financial Statements
AllianceBernstein Investor Services, Inc. (“ABIS”), an indirect wholly-owned subsidiary of the Adviser, acts as the Portfolios’ registrar, transfer agent and dividend-disbursing agent.
The Portfolios may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio, an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolios’ transactions in shares of the Government STIF Portfolio for the six months ended February 28, 2009 is as follows:
| Portfolio | Market Value August 31, (000) | Purchases at Cost (000) | Sales Proceeds (000) | Dividend Income (000) | Market Value February 28, (000) | ||||||||||
U.S. Value | $ | 111,846 | $ | 373,071 | $ | 404,939 | $ | 372 | $ | 79,978 | |||||
U.S. Large Cap Growth | 2,306 | 330,157 | 330,623 | 155 | 1,840 | ||||||||||
Global Real Estate Investment | 16,052 | 200,540 | 198,092 | 140 | 18,500 | ||||||||||
International Value | 15,406 | 211,172 | 207,559 | 118 | 19,019 | ||||||||||
International Growth | 27,834 | 197,797 | 203,933 | 164 | 21,698 | ||||||||||
Small-Mid Cap Value | 25,716 | 67,169 | 73,732 | 94 | 19,153 | ||||||||||
Small-Mid Cap Growth | 6,801 | 111,534 | 109,079 | 86 | 9,256 | ||||||||||
Short Duration Bond | 26,447 | 260,394 | 282,159 | 159 | 4,682 | ||||||||||
Intermediate Duration Bond | 150,613 | 234,871 | 371,533 | 352 | 13,951 | ||||||||||
Inflation Protected Securities | 2,285 | 72,248 | 72,458 | 16 | 2,075 | ||||||||||
High Yield | 26,564 | 36,688 | 61,200 | 122 | 2,052 | ||||||||||
Brokerage commissions paid on investment transactions and brokerage commissions paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser, for the six months ended February 28, 2009 were as follows:
| Portfolio | Total Commissions | Sanford C. Bernstein & Co. LLC | Sanford C. Bernstein Limited | ||||||||
U.S. Value | $ | 1,090,018 | $ | – 0 | – | $ | – 0 | – | |||
U.S. Large Cap Growth | 1,055,248 | – 0 | – | – 0 | – | ||||||
Global Real Estate Investment | 523,446 | – 0 | – | – 0 | – | ||||||
International Value | 518,916 | – 0 | – | – 0 | – | ||||||
| 160 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
| Portfolio | Total Commissions | Sanford C. Bernstein & Co. LLC | Sanford C. Bernstein Limited | |||||||||
International Growth | $ | 1,068,411 | $ | – 0 | – | $ | – 0 | – | ||||
Small-Mid Cap Value | 362,649 | – 0 | – | – 0 | – | |||||||
Small-Mid Cap Growth | 563,098 | – 0 | – | – 0 | – | |||||||
Short Duration Bond | – 0 | – | – 0 | – | – 0 | – | ||||||
Intermediate Duration Bond | – 0 | – | – 0 | – | – 0 | – | ||||||
Inflation Protected Securities | – 0 | – | – 0 | – | – 0 | – | ||||||
High Yield | – 0 | – | – 0 | – | – 0 | – | ||||||
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding U.S. government securities and short-term investments) for the six months ended February 28, 2009, were as follows:
| Portfolio | Purchases | Sales | ||||||
U.S. Value | $ | 513,255,055 | $ | 418,238,462 | ||||
U.S. Large Cap Growth | 959,225,576 | 948,826,249 | ||||||
Global Real Estate Investment | 358,910,560 | 203,392,787 | ||||||
International Value | 391,778,128 | 199,041,754 | ||||||
International Growth | 623,318,168 | 470,282,533 | ||||||
Small-Mid Cap Value | 137,655,922 | 120,433,825 | ||||||
Small-Mid Cap Growth | 283,731,205 | 263,599,874 | ||||||
Short Duration Bond | 180,203,499 | 130,254,529 | ||||||
Intermediate Duration Bond | 115,908,973 | 162,433,332 | ||||||
Inflation Protected Securities | – 0 | – | – 0 | – | ||||
High Yield | 54,277,496 | 44,729,519 | ||||||
Purchases and sales of U.S. government securities for the six months ended February 28, 2009, were as follows:
| Portfolio | Purchases | Sales | ||||||
U.S. Value | $ | – 0 | – | $ | – 0 | – | ||
U.S. Large Cap Growth | – 0 | – | – 0 | – | ||||
Global Real Estate Investment | – 0 | – | – 0 | – | ||||
International Value | – 0 | – | – 0 | – | ||||
International Growth | – 0 | – | – 0 | – | ||||
Small-Mid Cap Value | – 0 | – | – 0 | – | ||||
Small-Mid Cap Growth | – 0 | – | – 0 | – | ||||
Short Duration Bond | 390,690,912 | 642,833,447 | ||||||
Intermediate Duration Bond | 321,641,877 | 535,120,624 | ||||||
Inflation Protected Securities | 17,238,798 | 131,263,499 | ||||||
High Yield | – 0 | – | – 0 | – | ||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 161 |
Notes to Financial Statements
The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and swap transactions) are as follows:
| Gross Unrealized | Net Unrealized Depreciation | ||||||||||
Portfolio | Appreciation | (Depreciation) | |||||||||
U.S. Value | $ | 14,781,348 | $ | (978,868,183 | ) | $ | (964,086,835 | ) | |||
U.S. Large Cap Growth | 33,306,529 | (453,989,589 | ) | (420,683,060 | ) | ||||||
Global Real Estate Investment | 1,703,544 | (565,818,223 | ) | (564,114,679 | ) | ||||||
International Value | 1,102,737 | (605,522,709 | ) | (604,419,972 | ) | ||||||
International Growth | 608,478 | (316,087,194 | ) | (315,478,716 | ) | ||||||
Small-Mid Cap Value | 3,603,063 | (285,912,567 | ) | (282,309,504 | ) | ||||||
Small-Mid Cap Growth | 13,053,789 | (159,719,768 | ) | (146,665,979 | ) | ||||||
Short Duration Bond | 12,092,952 | (102,363,745 | ) | (90,270,793 | ) | ||||||
Intermediate Duration Bond | 14,495,327 | (172,424,515 | ) | (157,929,188 | ) | ||||||
Inflation Protected Securities | 1,988,205 | (5,249,725 | ) | (3,261,520 | ) | ||||||
High Yield | 2,172,600 | (191,167,378 | ) | (188,994,778 | ) | ||||||
1. Financial Futures Contracts
Certain Portfolios may buy or sell financial futures contracts for the purpose of hedging their Portfolios against adverse effects of anticipated movements in the market. The Portfolio bears the market risk that arises from changes in the value of these financial instruments and the imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Portfolio may also purchase or sell futures contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.
At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.
2. Forward Currency Exchange Contracts
Certain Portfolios may enter into forward currency exchange contracts in order to hedge their exposure to changes in foreign currency exchange rates on their foreign portfolio holdings or to hedge certain firm purchase and sales commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below
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Notes to Financial Statements
under “Currency Transactions”. A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions.
Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio.
The Portfolios’ custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Portfolio having a value at least equal to the aggregate amount of the Portfolios’ commitments under forward currency exchange contracts entered into with respect to position hedges. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.
3. Dollar Rolls
Certain Portfolios may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended February 28, 2009, the Inflation Protected Securities Portfolio and High Yield Portfolio had no transactions in dollar rolls.
4. Swap Agreements
Swaps:
Certain Portfolios may enter into swaps to hedge their exposure to interest rates, credit risk, or currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swap agreements to provide value and recourse to the Portfolio or its counterparties in the event of default or bankruptcy/insolvency.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 163 |
Notes to Financial Statements
Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities.
The Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as realized gain/loss on swaps, in addition to realized gain/loss recorded upon the termination of swap contracts on the statement of operations. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of investments.
Credit Default Swaps:
For the period ended February 28, 2009, the Portfolio adopted FASB Staff Position FAS No. 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45” (the “Position”). The Position amends FASB Statement No. 133 (“FAS 133”), “Accounting for Derivative Instruments and Hedging Activities”, and FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees”. Consequently, the Portfolio has amended its portfolio of investments and notes to financial statements disclosures in accordance with the Position.
The Portfolio may enter into credit default swaps. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon interest rate applied to the notional amount. These interim payments are recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap agreement, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap contract (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.
Credit default swaps may involve greater risks than if a Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Portfolio is a
| 164 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
buyer of protection and no credit event occurs, it will lose its investment. If the Portfolio is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a loss to the Portfolio.
Implied credit spreads utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer on the referenced obligation. The implied credit spread of a particular reference entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Widening credit spreads and, with respect to buy contracts, increasing market values, in absolute terms when compared to the notional amount of the swap, typically represent a deterioration of the referenced entities credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the counterparty or obligation.
At February 28, 2009, the High Yield Portfolio had Sale Contracts outstanding with Maximum Payout Amounts aggregating $980,000, with net unrealized depreciation of $159,214, and a term of 4 years, as reflected in the portfolio of investments.
In certain circumstances Maximum Payout amounts may be partially offset by recovery values of the respective referenced obligations, upfront payment received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty. As of February 28, 2009, the Portfolio did not have Buy Contracts outstanding for the same referenced obligation with same counterparty for its Sale Contracts outstanding.
5. Currency Transactions
The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 165 |
Notes to Financial Statements
NOTE D
Shares of Beneficial Interest
Transactions in shares of beneficial interest for each class were as follows:
| Shares | Amount | |||||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||||||||||
| Portfolio U.S. Value | ||||||||||||||||||
Shares sold | 25,506,956 | 56,215,741 | $ | 158,769,007 | $ | 617,688,418 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 5,518,835 | 15,226,097 | 39,386,150 | 170,464,535 | ||||||||||||||
Shares redeemed | (11,852,731 | ) | (6,408,890 | ) | (81,889,295 | ) | (67,039,713 | ) | ||||||||||
Net increase | 19,173,060 | 65,032,948 | $ | 116,265,862 | $ | 721,113,240 | ||||||||||||
| U.S. Large Cap Growth | ||||||||||||||||||
Shares sold | 15,593,846 | 28,084,604 | $ | 123,718,550 | $ | 330,819,032 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 1,489,147 | 7,385,291 | 12,554,174 | 95,073,543 | ||||||||||||||
Shares redeemed | (16,602,090 | ) | (16,207,474 | ) | (127,305,909 | ) | (197,127,840 | ) | ||||||||||
Net increase | 480,903 | 19,262,421 | $ | 8,966,815 | $ | 228,764,735 | ||||||||||||
| Global Real Estate Investment | ||||||||||||||||||
Shares sold | 23,508,336 | 17,695,029 | $ | 135,687,002 | $ | 202,771,321 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 619,710 | 18,186,253 | 5,812,875 | 218,384,830 | ||||||||||||||
Shares redeemed | (1,909,511 | ) | (3,985,142 | ) | (12,367,734 | ) | (46,812,047 | ) | ||||||||||
Net increase | 22,218,535 | 31,896,140 | $ | 129,132,143 | $ | 374,344,104 | ||||||||||||
| International Value | ||||||||||||||||||
Shares sold | 30,376,952 | 19,553,544 | $ | 190,470,716 | $ | 246,877,324 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 9,086,786 | 12,644,422 | 52,193,695 | 170,716,588 | ||||||||||||||
Shares redeemed | (1,353,946 | ) | (2,209,370 | ) | (8,550,083 | ) | (29,060,057 | ) | ||||||||||
Net increase | 38,109,792 | 29,988,596 | $ | 234,114,328 | $ | 388,533,855 | ||||||||||||
| 166 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
| Shares | Amount | |||||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||||||||||
| Portfolio International Growth | ||||||||||||||||||
Shares sold | 15,183,688 | 12,693,283 | $ | 116,130,260 | $ | 164,022,798 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 2,164,581 | 8,144,870 | 16,810,514 | 115,682,250 | ||||||||||||||
Shares redeemed | (678,973 | ) | (5,313,738 | ) | (4,735,130 | ) | (74,925,984 | ) | ||||||||||
Net increase | 16,669,296 | 15,524,415 | $ | 128,205,644 | $ | 204,779,064 | ||||||||||||
| Small-Mid Cap Value | ||||||||||||||||||
Shares sold | 4,510,361 | 8,613,198 | $ | 30,256,777 | $ | 102,492,688 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 7,957,076 | 3,907,105 | 48,785,986 | 46,302,960 | ||||||||||||||
Shares redeemed | (3,096,150 | ) | (1,950,115 | ) | (27,490,561 | ) | (21,919,462 | ) | ||||||||||
Net increase | 9,371,287 | 10,570,188 | $ | 51,552,202 | $ | 126,876,186 | ||||||||||||
| Small-Mid Cap Growth | ||||||||||||||||||
Shares sold | 3,664,674 | 6,607,425 | $ | 30,496,904 | $ | 85,796,430 | ||||||||||||
Shares issued in reinvestment of dividends and distributions | 56,346 | 4,822,475 | 654,742 | 67,973,386 | ||||||||||||||
Shares redeemed | (1,988,262 | ) | (2,265,290 | ) | (15,552,251 | ) | (29,123,455 | ) | ||||||||||
Net increase | 1,732,758 | 9,164,610 | $ | 15,599,395 | $ | 124,646,361 | ||||||||||||
| Short Duration Bond | ||||||||||||||||||
Shares sold | 472,145 | 12,342,028 | $ | 4,274,716 | $ | 119,913,313 | ||||||||||||
Shares issued in reinvestment of dividends | 2,765,195 | 6,551,609 | 25,043,582 | 63,330,430 | ||||||||||||||
Shares redeemed | (34,108,843 | ) | (9,199,721 | ) | (310,305,880 | ) | (88,002,307 | ) | ||||||||||
Net increase (decrease) | (30,871,503 | ) | 9,693,916 | $ | (280,987,582 | ) | $ | 95,241,436 | ||||||||||
| Intermediate Duration Bond | ||||||||||||||||||
Shares sold | 1,827,716 | 21,555,723 | $ | 16,965,326 | $ | 213,192,007 | ||||||||||||
Shares issued in reinvestment of dividends | 5,028,943 | 8,927,353 | 45,559,938 | 87,811,371 | ||||||||||||||
Shares redeemed | (53,515,854 | ) | (22,067,429 | ) | (487,964,817 | ) | (217,369,415 | ) | ||||||||||
Net increase (decrease) | (46,659,195 | ) | 8,415,647 | $ | (425,439,553 | ) | $ | 83,633,963 | ||||||||||
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 167 |
Notes to Financial Statements
| Shares | Amount | |||||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, 2008 | |||||||||||||||
| Portfolio Inflation Protected Securities | ||||||||||||||||||
Shares sold | 1,014,875 | 5,314,917 | $ | 9,708,215 | $ | 55,313,231 | ||||||||||||
Shares issued in reinvestment of dividends | 4,276,713 | 2,987,085 | 38,875,317 | 29,900,723 | ||||||||||||||
Shares redeemed | (13,645,403 | ) | (8,530,197 | ) | (131,250,871 | ) | (90,081,035 | ) | ||||||||||
Net decrease | (8,353,815 | ) | (228,195 | ) | $ | (82,667,339 | ) | $ | (4,867,081 | ) | ||||||||
| High Yield | ||||||||||||||||||
Shares sold | 1,684,423 | 6,720,185 | $ | 11,850,209 | $ | 64,306,864 | ||||||||||||
Shares issued in reinvestment of dividends | 3,647,106 | 4,463,980 | 24,517,556 | 42,186,325 | ||||||||||||||
Shares redeemed | (6,733,656 | ) | (1,912,436 | ) | (46,126,552 | ) | (17,845,234 | ) | ||||||||||
Net increase (decrease) | (1,402,127 | ) | 9,271,729 | $ | (9,758,787 | ) | $ | 88,647,955 | ||||||||||
Commencement of Offering
The Portfolios commenced offering on May 20, 2005 through the investments of cash and securities received in a tax free in-kind contributions from AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy, AllianceBernstein Wealth Preservation Strategy and AllianceBernstein Blended Style Series—U.S. Large Cap Portfolio (“U.S. Large Cap Fund”). Prior to commencement of operations on May 20, 2005, the Trust had no operations other than the sale to the Adviser on April 15, 2005 of 10,000 shares for $10 each of the AllianceBernstein Small-Mid Cap Growth Portfolio.
NOTE E
Risks Involved in Investing in the Portfolios
Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolios’ investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolios’ investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.
Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less
| 168 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.
Concentration of Risk—Although the Global Real Estate Investment Portfolio does not invest directly in real estate, it invests primarily in Real Estate Equity Securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.
In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.
Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolios’ investments or reduce the returns of the Portfolio. For example, the value of the Portfolios’ investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolios’ investments denominated in foreign currencies, the Portfolios’ positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.
Indemnification Risk—In the ordinary course of business, the Portfolios enter into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolios have not had prior claims or losses pursuant to these indemnification provisions and expect the risk of loss thereunder to be remote.
During the six months ended February 28, 2009, the Intermediate Duration Bond Portfolio had swap counterparty exposure to Lehman Brothers, which filed for bankruptcy on September 15, 2008. As a result, on September 18, 2008, the Portfolio terminated all outstanding interest rate swaps with Lehman Brothers prior to their scheduled maturity dates. Due to the change in the value of the swap contracts, the Portfolio had a collateral shortfall of $1,725,890 of which $1,520,969 was recorded as a realized loss to the Portfolio and the remaining balance of $204,921 is expected to be recovered through bankruptcy proceedings. In addition, the Portfolio had recorded losses of $95,630 on Lehman Brothers securities held due to the write-off of interest receivables.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 169 |
Notes to Financial Statements
NOTE F
Distributions to Shareholders
The tax character of distributions to be paid for the year ending August 31, 2009 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2008 and August 31, 2007 were as follows:
| U.S. Value | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 98,553,381 | $ | 62,740,936 | ||
Long-term capital gains | 71,911,154 | 23,187,822 | ||||
Total distributions paid | $ | 170,464,535 | $ | 85,928,758 | ||
| U.S. Large Cap Growth | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 22,290,034 | $ | 17,064,811 | ||
Long-term capital gains | 72,783,508 | 34,003,222 | ||||
Total distributions paid | $ | 95,073,542 | $ | 51,068,033 | ||
| Global Real Estate Investment | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 135,605,856 | $ | 39,472,928 | ||
Long-term capital gains | 82,778,974 | 32,751,014 | ||||
Total distributions paid | $ | 218,384,830 | $ | 72,223,942 | ||
| International Value | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 54,038,034 | $ | 89,354,218 | ||
Long-term capital gains | 116,678,554 | 37,681,754 | ||||
Total distributions paid | $ | 170,716,588 | $ | 127,035,972 | ||
| International Growth | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 38,160,575 | $ | 31,198,447 | ||
Long-term capital gains | 77,521,675 | 29,381,490 | ||||
Total distributions paid | $ | 115,682,250 | $ | 60,579,937 | ||
| Small-Mid Cap Value | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 23,957,109 | $ | 10,199,314 | ||
Long-term capital gains | 22,345,851 | 4,218,310 | ||||
Total distributions paid | $ | 46,302,960 | $ | 14,417,624 | ||
| Small-Mid Cap Growth | 2008 | 2007 | ||||
Distributions paid from: | ||||||
Ordinary income | $ | 5,216,643 | $ | 8,517,111 | ||
Long-term capital gains | 62,756,744 | 1,958,731 | ||||
Total distributions paid | $ | 67,973,387 | $ | 10,475,842 | ||
| 170 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
| Short Duration Bond | 2008 | 2007 | ||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 63,330,431 | $ | 56,566,899 | ||||
Long-term capital gains | – 0 | – | – 0 | – | ||||
Total distributions paid | $ | 63,330,431 | $ | 56,566,899 | ||||
| Intermediate Duration Bond | 2008 | 2007 | ||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 85,510,435 | $ | 63,965,369 | ||||
Long-term capital gains | 2,300,936 | – 0 | – | |||||
Total distributions paid | $ | 87,811,371 | $ | 63,965,369 | ||||
| Inflation Protected Securities | 2008 | 2007 | ||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 29,900,723 | $ | 17,135,755 | ||||
Long-term capital gains | – 0 | – | – 0 | – | ||||
Total distributions paid | $ | 29,900,723 | $ | 17,135,755 | ||||
| High Yield | 2008 | 2007 | ||||||
Distributions paid from: | ||||||||
Ordinary income | $ | 42,186,325 | $ | 28,646,986 | ||||
Long-term capital gains | – 0 | – | – 0 | – | ||||
Total distributions paid | $ | 42,186,325 | $ | 28,646,986 | ||||
As of August 31, 2008, the components of accumulated earnings/(deficit) on a tax basis were as follows:
| Portfolio | Undistributed Ordinary Income | Undistributed Long-Term Gains | Accumulated Capital and Other Gains (Losses)(c) | Unrealized Appreciation/ (Depreciation)(a) | Total Accumulated Earnings/ (Deficit)(b) | ||||||||||||||
U.S. Value | $ | 14,516,203 | $ | – 0 | – | $ | (15,914,612 | ) | $ | (396,619,474 | ) | $ | (398,017,883 | ) | |||||
U.S. Large Cap Growth | 3,293,279 | – 0 | – | (141,462,104 | ) | 182,419,745 | 44,250,920 | ||||||||||||
Global Real Estate Investment | 7,783,946 | – 0 | – | (113,393,090 | ) | (121,648,494 | ) | (227,257,638 | ) | ||||||||||
International Value | 118,049 | 47,252,778 | – 0 | – | (183,869,514 | ) | (136,498,687 | ) | |||||||||||
International Growth | 7,948,754 | 154,989 | (15,872,568 | ) | (26,698,591 | ) | (34,467,416 | ) | |||||||||||
Small-Mid Cap Value | 9,434,461 | 39,139,219 | – 0 | – | (48,003,603 | ) | 570,077 | ||||||||||||
Small-Mid Cap Growth | 337,410 | – 0 | – | (32,206,072 | ) | 74,566,987 | 42,698,325 | ||||||||||||
Short Duration Bond | 4,118,106 | – 0 | – | (15,571,360 | ) | (70,598,679 | ) | (82,051,933 | ) | ||||||||||
Intermediate Duration Bond | 12,008,752 | – 0 | – | – 0 | – | (53,768,171 | ) | (41,759,419 | ) | ||||||||||
Inflation Protected Securities | 38,678,568 | 27,460 | – 0 | – | 24,307,429 | 63,013,457 | |||||||||||||
High Yield | 2,856,590 | – 0 | – | (13,418,174 | ) | (64,656,215 | ) | (75,217,799 | ) | ||||||||||
(a) | The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales, mark to market on passive |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 171 |
Notes to Financial Statements
foreign investment companies, mark to market on forward contracts, futures contracts, swaps, and swap income (loss) accruals. |
(b) | The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to deferral of post October capital or currency losses. |
(c) | On August 31, 2008, the Short Duration Bond, High-Yield, Small-Mid Cap Growth Portfolios had a net capital loss carryforward of $5,848,327, $2,714,265, $1,225,905, respectively, of which $529,195 expires in the year 2014, $3,562,331 expires in the year 2015, and $1,756,801 expires in the year 2016 for the Short Duration Portfolio, $1,561,339 expires in the year 2015 and $1,152,926 expires in the year 2016 for the High-Yield Portfolio, and $1,225,905 expires in the year 2016 for Small-Mid Cap Growth. Inflation Protected Securities and Intermediate Duration Portfolios utilized $757,919 and $10,909,502 of capital loss carryforward in the current fiscal year. To the extent future gains are offset by capital loss carryforward, such gains will not be distributed. Net capital loss, currency and passive foreign investment company (“PFIC”) losses incurred after October 31, and within the taxable year are deemed arise on the first business day of Portfolio’s next taxable year. U.S. Value, U.S. Large Cap Growth, International Growth, Global REIT, High-Yield, Small-Mid Cap Growth, Short Duration elect to defer $15,914,612, $141,462,104, $15,872,568, $60,085,881, $10,703,909, $30,980,167, $9,723,033 of capital losses that are deemed to arise in the next taxable year. Global REIT also deferred $53,307,209 of PFIC losses that are deemed to arise in the next taxable year. |
NOTE G
Legal Proceedings
On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. (“Hindo Complaint”) was filed against the Adviser, Alliance Capital Management Holding L.P. (“Alliance Holding”), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser (“AllianceBernstein defendants”), and certain other unaffiliated defendants, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the AllianceBernstein defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in “late trading” and “market timing” of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts.
Following October 2, 2003, 43 additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical
| 172 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Notes to Financial Statements
factual allegations, which appear to be based in large part on the Order of the SEC dated December 18, 2003 as amended and restated January 15, 2004 (“SEC Order”) and the New York State Attorney General Assurance of Discontinuance dated September 1, 2004 (“NYAG Order”).
On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual fund shareholder claims, mutual fund derivative claims, and ERISA claims entered into a confidential memorandum of understanding containing their agreement to settle these claims. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. The settlement amount ($30 million), which the Adviser previously accrued and disclosed, has been disbursed. The derivative claims brought on behalf of Alliance Holding, in which plaintiffs seek an unspecified amount of damages, remain pending.
It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds’ shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds.
NOTE H
Recent Accounting Pronouncement
On March 19, 2008, the FASB released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of FAS 161 and believes the adoption of FAS 161 will have no material impact on the Portfolios’ financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 173 |
Notes to Financial Statements
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| U.S. Value | |||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 9.27 | $ 12.44 | $ 11.41 | $ 10.32 | $ 10.00 | ||||||||||
Income From Investment Operations | |||||||||||||||
Net investment income(b) | .12 | .31 | .31 | .27 | .08 | ||||||||||
Net realized and unrealized gain (loss) on investment transactions | (4.25 | ) | (2.75 | ) | 1.22 | 1.11 | .28 | ||||||||
Net increase (decrease) in net asset value from operations | (4.13 | ) | (2.44 | ) | 1.53 | 1.38 | .36 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net investment income | (.14 | ) | (.31 | ) | (.30 | ) | (.21 | ) | (.04 | ) | |||||
Distributions from net realized gain on investment transactions | .00 | (c) | (.42 | ) | (.20 | ) | (.08 | ) | – 0 | – | |||||
Total dividends and distributions | (.14 | ) | (.73 | ) | (.50 | ) | (.29 | ) | (.04 | ) | |||||
Net asset value, end of period | $ 5.00 | $ 9.27 | $ 12.44 | $ 11.41 | $ 10.32 | ||||||||||
Total Return | |||||||||||||||
Total investment return based on net asset value(d) | (44.97 | )% | (20.55 | )% | 13.55 | % | 13.60 | % | 3.58 | % | |||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (000’s omitted) | $1,454,804 | $2,520,943 | $2,573,340 | $1,822,032 | $1,355,032 | ||||||||||
Ratio to average net assets of: | |||||||||||||||
Expenses | .03 | %(e) | .02 | % | .02 | % | .04 | % | .07 | %(e) | |||||
Net investment income | 3.71 | %(e) | 2.93 | % | 2.49 | % | 2.48 | % | 2.84 | %(e) | |||||
Portfolio turnover rate | 23 | % | 20 | % | 22 | % | 14 | % | 21 | % | |||||
See footnote summary on page 185.
| 174 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| U.S. Large Cap Growth | |||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 11.08 | $ 12.47 | $ 11.09 | $ 10.73 | $ 10.00 | ||||||||||
Income From Investment Operations | |||||||||||||||
Net investment income(b) | .06 | .10 | .10 | .07 | .02 | ||||||||||
Net realized and unrealized gain (loss) on investment and foreign currency transactions | (4.31 | ) | (1.04 | ) | 1.57 | .38 | .72 | ||||||||
Net increase (decrease) in net asset value from operations | (4.25 | ) | (.94 | ) | 1.67 | .45 | .74 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net investment income | (.06 | ) | (.10 | ) | (.09 | ) | (.06 | ) | (.01 | ) | |||||
Distributions from net realized gain on investment transactions | – 0 | – | (.35 | ) | (.20 | ) | (.03 | ) | – 0 | – | |||||
Total dividends and distributions | (.06 | ) | (.45 | ) | (.29 | ) | (.09 | ) | (.01 | ) | |||||
Net asset value, end of period | $ 6.77 | $ 11.08 | $ 12.47 | $ 11.09 | $ 10.73 | ||||||||||
Total Return | |||||||||||||||
Total investment return based on net asset value(d) | (38.50 | )% | (8.06 | )% | 15.23 | % | 4.10 | % | 7.38 | % | |||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (000’s omitted) | $1,549,412 | $2,532,269 | $2,608,154 | $1,775,474 | $1,397,037 | ||||||||||
Ratio to average net assets of: | |||||||||||||||
Expenses | .03 | %(e) | .02 | % | .02 | % | .04 | % | .05 | %(e) | |||||
Net investment income | 1.45 | %(e) | .86 | % | .80 | % | .64 | % | .62 | %(e) | |||||
Portfolio turnover rate | 50 | % | 93 | % | 92 | % | 64 | % | 13 | % | |||||
See footnote summary on page 185.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 175 |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| Global Real Estate Investment | |||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 9.56 | $ 13.90 | $ 13.14 | $ 10.74 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .18 | .36 | .27 | .36 | .09 | (f) | |||||||||
Net realized and unrealized gain (loss) on investment and foreign currency transactions | (5.11 | ) | (2.32 | ) | 1.59 | 2.47 | .69 | ||||||||
Net increase (decrease) in net asset value from operations | (4.93 | ) | (1.96 | ) | 1.86 | 2.83 | .78 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net investment income | (.05 | ) | (1.33 | ) | (.58 | ) | (.37 | ) | (.04 | ) | |||||
Distributions from net realized gain on investment | – 0 | – | (1.05 | ) | (.52 | ) | (.06 | ) | – 0 | – | |||||
Total dividends and distributions | (.05 | ) | (2.38 | ) | (1.10 | ) | (.43 | ) | (.04 | ) | |||||
Net asset value, end of period | $ 4.58 | $ 9.56 | $ 13.90 | $ 13.14 | $ 10.74 | ||||||||||
Total Return | |||||||||||||||
Total investment return based on net asset value(d) | (51.84 | )% | (17.38 | )% | 14.33 | % | 27.18 | % | 7.80 | % | |||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (000’s omitted) | $644,537 | $1,132,381 | $1,203,895 | $832,695 | $508,737 | ||||||||||
Ratio to average net assets of: | |||||||||||||||
Expenses, net of waivers/reimbursements | .09 | %(e) | .07 | % | .06 | % | .09 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .09 | %(e) | .07 | % | .06 | % | .09 | % | .16 | %(e) | |||||
Net investment | 5.60 | %(e) | 3.11 | % | 1.90 | % | 3.07 | % | 3.14 | %(e)(f) | |||||
Portfolio turnover rate | 25 | % | 46 | % | 49 | % | 46 | % | 7 | % | |||||
See footnote summary on page 185.
| 176 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| International Value | |||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 10.37 | $ 14.88 | $ 13.84 | $ 10.89 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .07 | .45 | .42 | .38 | .10 | (f) | |||||||||
Net realized and unrealized gain (loss) on investment and foreign currency transactions | (5.30 | ) | (3.18 | ) | 2.29 | 3.04 | .87 | ||||||||
Net increase (decrease) in net asset value from operations | (5.23 | ) | (2.73 | ) | 2.71 | 3.42 | .97 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net investment income | (.04 | ) | (.43 | ) | (.55 | ) | (.26 | ) | (.08 | ) | |||||
Distributions from net realized gain on investment | (.36 | ) | (1.35 | ) | (1.12 | ) | (.21 | ) | – 0 | – | |||||
Total dividends and distributions | (.40 | ) | (1.78 | ) | (1.67 | ) | (.47 | ) | (.08 | ) | |||||
Net asset value, end of period | $ 4.74 | $ 10.37 | $ 14.88 | $ 13.84 | $ 10.89 | ||||||||||
Total Return | |||||||||||||||
Total investment return based on net asset value(d) | (51.14 | )% | (20.92 | )% | 20.64 | % | 32.16 | % | 9.71 | % | |||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period (000’s omitted) | $741,416 | $1,228,477 | $1,315,984 | $997,371 | $788,432 | ||||||||||
Ratio to average net assets of: | |||||||||||||||
Expenses, net of waivers/reimbursements | .10 | %(e) | .07 | % | .08 | % | .10 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .10 | %(e) | .07 | % | .08 | % | .10 | % | .94 | %(e) | |||||
Net investment | 2.08 | %(e) | 3.49 | % | 2.89 | % | 3.09 | % | 3.56 | %(e)(f) | |||||
Portfolio turnover rate | 22 | % | 31 | % | 31 | % | 27 | % | 23 | % | |||||
See footnote summary on page 185.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 177 |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| International Growth | |||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 11.27 | $ 13.98 | $ 12.54 | $ 10.57 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .09 | .38 | .34 | .23 | .05 | (f) | |||||||||
Net realized and unrealized gain (loss) on investment and foreign currency transactions | (5.20 | ) | (1.89 | ) | 1.86 | 1.95 | .54 | ||||||||
Contributions from Adviser | – 0 | – | .00 | (c) | .00 | (c) | – 0 | – | – 0 | – | |||||
Net increase (decrease) in | (5.11 | ) | (1.51 | ) | 2.20 | 2.18 | .59 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net | (.14 | ) | (.38 | ) | (.27 | ) | (.19 | ) | (.02 | ) | |||||
Distributions from net | .00 | (c) | (.82 | ) | (.49 | ) | (.02 | ) | – 0 | – | |||||
Total dividends and distributions | (.14 | ) | (1.20 | ) | (.76 | ) | (.21 | ) | (.02 | ) | |||||
Net asset value, end of period | $ 6.02 | $ 11.27 | $ 13.98 | $ 12.54 | $ 10.57 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (45.60 | )% | (12.46 | )% | 18.08 | % | 20.88 | % | 5.93 | % | |||||
Ratios/Supplemental | |||||||||||||||
Net assets, end of period (000’s omitted) | $766,342 | $1,245,979 | $1,328,927 | $886,431 | $517,594 | ||||||||||
Ratio to average net | |||||||||||||||
Expenses, net of waivers/reimbursements | .08 | %(e) | .06 | % | .07 | % | .11 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .08 | %(e) | .06 | % | .07 | % | .11 | % | .24 | %(e) | |||||
Net investment | 2.38 | %(e) | 2.81 | % | 2.50 | % | 1.96 | % | 1.78 | %(e)(f) | |||||
Portfolio turnover rate | 52 | % | 85 | % | 82 | % | 105 | % | 19 | % | |||||
See footnote summary on page 185.
| 178 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| Small-Mid Cap Value | |||||||||||||||
Six Months (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 11.19 | $ 12.79 | $ 11.08 | $ 10.65 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .08 | .19 | .24 | .16 | .04 | (f) | |||||||||
Net realized and unrealized | (5.28 | ) | (.96 | ) | 1.80 | .40 | .63 | ||||||||
Net increase (decrease) in | (5.20 | ) | (.77 | ) | 2.04 | .56 | .67 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net | (.04 | ) | (.18 | ) | (.23 | ) | (.13 | ) | (.02 | ) | |||||
Distributions from net | (.75 | ) | (.65 | ) | (.10 | ) | – 0 | – | – 0 | – | |||||
Total dividends and | (.79 | ) | (.83 | ) | (.33 | ) | (.13 | ) | (.02 | ) | |||||
Net asset value, end of | $ 5.20 | $ 11.19 | $ 12.79 | $ 11.08 | $ 10.65 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (47.50 | )% | (6.29 | )% | 18.64 | % | 5.24 | % | 6.72 | % | |||||
Ratios/Supplemental | |||||||||||||||
Net assets, end of period | $367,442 | $685,788 | $648,401 | $444,250 | $320,038 | ||||||||||
Ratio to average net | |||||||||||||||
Expenses, net of waivers/reimbursements | .05 | %(e) | .04 | % | .04 | % | .07 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .05 | %(e) | .04 | % | .04 | % | .07 | % | .34 | %(e) | |||||
Net investment | 2.29 | %(e) | 1.67 | % | 1.93 | % | 1.45 | % | 1.62 | %(e)(f) | |||||
Portfolio turnover rate | 25 | % | 38 | % | 33 | % | 42 | % | 8 | % | |||||
See footnote summary on page 185.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 179 |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| Small-Mid Cap Growth | |||||||||||||||
Six Months (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 12.62 | $ 14.79 | $ 11.84 | $ 10.99 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .02 | .05 | .06 | .04 | .01 | (f) | |||||||||
Net realized and unrealized | (5.69 | ) | (.78 | ) | 3.16 | .84 | .99 | ||||||||
Contributions from Adviser | .00 | (c) | .01 | .00 | (c) | – 0 | – | – 0 | – | ||||||
Net increase (decrease) in | (5.67 | ) | (.72 | ) | 3.22 | .88 | 1.00 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net | (.01 | ) | (.06 | ) | (.04 | ) | (.03 | ) | (.01 | ) | |||||
Distributions from net | – 0 | – | (1.39 | ) | (.23 | ) | – 0 | – | – 0 | – | |||||
Total dividends and | (.01 | ) | (1.45 | ) | (.27 | ) | (.03 | ) | (.01 | ) | |||||
Net asset value, end of | $ 6.94 | $ 12.62 | $ 14.79 | $ 11.84 | $ 10.99 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (44.95 | )% | (5.84 | )% | 27.50 | % | 8.00 | % | 9.97 | % | |||||
Ratios/Supplemental | |||||||||||||||
Net assets, end of period | $389,257 | $686,291 | $668,771 | $429,431 | $287,536 | ||||||||||
Ratio to average | |||||||||||||||
Expenses, net of waivers/reimbursements | .06 | %(e) | .04 | % | .05 | % | .07 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .06 | %(e) | .04 | % | .05 | % | .07 | % | .41 | %(e) | |||||
Net investment | .42 | %(e) | .39 | % | .45 | % | .33 | % | .37 | %(e)(f) | |||||
Portfolio turnover rate | 55 | % | 88 | % | 88 | % | 83 | % | 21 | % | |||||
See footnote summary on page 185.
| 180 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| Short Duration Bond | |||||||||||||||
Six Months (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 9.37 | $ 9.87 | $ 9.93 | $ 10.04 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .19 | .46 | .52 | .47 | .09 | (f) | |||||||||
Net realized and unrealized | (.37 | ) | (.49 | ) | (.08 | ) | (.14 | ) | (.01 | ) | |||||
Net increase (decrease) in | (.18 | ) | (.03 | ) | .44 | .33 | .08 | ||||||||
Less: Dividends | |||||||||||||||
Dividends from net | (.21 | ) | (.47 | ) | (.50 | ) | (.44 | ) | (.04 | ) | |||||
Net asset value, end of period | $ 8.98 | $ 9.37 | $ 9.87 | $ 9.93 | $ 10.04 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (1.95 | )% | (.40 | )% | 4.51 | % | 3.39 | % | .82 | % | |||||
Ratios/Supplemental | |||||||||||||||
Net assets, end of period (000’s omitted) | $966,910 | $1,298,541 | $1,272,076 | $960,111 | $652,505 | ||||||||||
Ratio to average | |||||||||||||||
Expenses, net of waivers/reimbursements | .03 | %(e) | .03 | % | .02 | % | .05 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .03 | %(e) | .03 | % | .02 | % | .05 | % | .19 | %(e) | |||||
Net investment | 4.14 | %(e) | 4.75 | % | 5.23 | % | 4.69 | % | 3.88 | %(e)(f) | |||||
Portfolio turnover rate | 53 | % | 116 | % | 138 | % | 185 | % | 83 | % | |||||
See footnote summary on page 185.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 181 |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| Intermediate Duration Bond | |||||||||||||||
Six Months (unaudited) | Year Ended August 31, | May 20, 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 9.70 | $ 9.87 | $ 9.86 | $ 10.12 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .26 | .50 | .49 | .48 | .11 | ||||||||||
Net realized and unrealized gain (loss) on investment and foreign currency transactions | (.63 | ) | (.16 | ) | .00 | (c) | (.28 | ) | .08 | ||||||
Net increase (decrease) in | (.37 | ) | .34 | .49 | .20 | .19 | |||||||||
Less: Dividends | |||||||||||||||
Dividends from net investment income | (.31 | ) | (.51 | ) | (.48 | ) | (.46 | ) | (.07 | ) | |||||
Net asset value, end of period | $ 9.02 | $ 9.70 | $ 9.87 | $ 9.86 | $ 10.12 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (3.77 | )% | 3.51 | % | 5.03 | % | 2.13 | % | 1.95 | % | |||||
Ratios/Supplemental | |||||||||||||||
Net assets, end of period (000’s omitted) | $1,116,960 | $1,654,416 | $1,599,652 | $1,076,281 | $807,065 | ||||||||||
Ratio to average net | |||||||||||||||
Expenses | .03 | %(e) | .03 | % | .04 | % | .06 | % | .10 | %(e) | |||||
Net investment | 5.60 | %(e) | 5.01 | % | 5.01 | % | 4.89 | % | 4.13 | %(e) | |||||
Portfolio turnover rate | 34 | % | 114 | % | 236 | % | 513 | % | 206 | % | |||||
See footnote summary on page 185.
| 182 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| Inflation Protected Securities | |||||||||||||||
Six Months (unaudited) | Year Ended August 31, | May 20, 2005(a) to 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 10.74 | $ 9.99 | $ 9.91 | $ 10.01 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income (loss)(b) | (.27 | ) | .69 | .49 | .57 | .09 | (f) | ||||||||
Net realized and unrealized | (.49 | ) | .52 | (.06 | ) | (.36 | ) | – 0 | – | ||||||
Contributions from Adviser | – 0 | – | – 0 | – | .00 | (c) | – 0 | – | – 0 | – | |||||
Net increase (decrease) in | (.76 | ) | 1.21 | .43 | .21 | .09 | |||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net | (.68 | ) | (.46 | ) | (.35 | ) | (.30 | ) | (.08 | ) | |||||
Distributions from net | – 0 | – | – 0 | – | – 0 | – | (.01 | ) | – 0 | – | |||||
Total dividends and | (.68 | ) | (.46 | ) | (.35 | ) | (.31 | ) | (.08 | ) | |||||
Net asset value, end of | $ 9.30 | $ 10.74 | $ 9.99 | $ 9.91 | $ 10.01 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (6.98 | )% | 12.45 | % | 4.44 | % | 2.11 | % | .92 | % | |||||
Ratios/Supplemental Data | |||||||||||||||
Net assets, end of period | $519,195 | $688,918 | $643,549 | $447,210 | $263,128 | ||||||||||
Ratio to average net | |||||||||||||||
Expenses, net of waivers/reimbursements | .04 | %(e) | .04 | % | .04 | % | .07 | % | .15 | %(e) | |||||
Expenses, before waivers/reimbursements | .04 | %(e) | .04 | % | .04 | % | .07 | % | .52 | %(e) | |||||
Net investment | (5.40 | )%(e) | 6.63 | % | 4.98 | % | 5.83 | % | 4.34 | %(e)(f) | |||||
Portfolio turnover rate | 3 | % | 9 | % | 12 | % | 13 | % | 3 | % | |||||
See footnote summary on page 185.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 183 |
Financial Highlights
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period
| High Yield | |||||||||||||||
| Six Months Ended February 28, 2009 (unaudited) | Year Ended August 31, | May 20, 2005(a) to 2005 | |||||||||||||
| 2008 | 2007 | 2006 | |||||||||||||
Net asset value, | $ 8.87 | $ 9.89 | $ 9.99 | $ 10.35 | $ 10.00 | ||||||||||
Income From | |||||||||||||||
Net investment income(b) | .41 | .78 | .77 | .75 | .20 | (f) | |||||||||
Net realized and unrealized | (2.41 | ) | (1.03 | ) | (.15 | ) | (.35 | ) | .24 | ||||||
Net increase (decrease) in | (2.00 | ) | (.25 | ) | .62 | .40 | .44 | ||||||||
Less: Dividends and Distributions | |||||||||||||||
Dividends from net | (.41 | ) | (.77 | ) | (.72 | ) | (.75 | ) | (.09 | ) | |||||
Distributions from net | – 0 | – | – 0 | – | – 0 | – | (.01 | ) | – 0 | – | |||||
Total dividends and | (.41 | ) | (.77 | ) | (.72 | ) | (.76 | ) | (.09 | ) | |||||
Net asset value, end of | $ 6.46 | $ 8.87 | $ 9.89 | $ 9.99 | $ 10.35 | ||||||||||
Total Return | |||||||||||||||
Total investment return | (22.66 | )% | (2.76 | )% | 6.22 | % | 4.06 | % | 4.38 | % | |||||
Ratios/Supplemental | |||||||||||||||
Net assets, end of period | $374,501 | $526,850 | $495,833 | $325,931 | $258,236 | ||||||||||
Ratio to average net | |||||||||||||||
Expenses, net of waivers/reimbursements | .06 | %(e) | .05 | % | .06 | % | .09 | % | .20 | %(e) | |||||
Expenses, before waivers/reimbursements | .06 | %(e) | .05 | % | .06 | % | .09 | % | .45 | %(e) | |||||
Net investment | 11.59 | %(e) | 8.19 | % | 7.50 | % | 7.47 | % | 7.42 | %(e)(f) | |||||
Portfolio turnover rate | 11 | % | 25 | % | 49 | % | 64 | % | 23 | % | |||||
See footnote summary on page 185.
| 184 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Financial Highlights
| (a) | Commencement of operations. |
| (b) | Based on average shares outstanding. |
| (c) | Amount is less than $.005. |
| (d) | Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized. |
| (e) | Annualized. |
| (f) | Net of fees and expenses waived/reimbursed by the Adviser. |
See notes to financial statements.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 185 |
Financial Highlights
TRUSTEES
William H. Foulk, Jr.(1), Chairman John H. Dobkin(1) Michael J. Downey(1) D. James Guzy(1) | Nancy P. Jacklin(1) Garry L. Moody(1) Marshall C. Turner, Jr.(1) Earl D. Weiner(1) | |
| OFFICERS(2) | ||
Robert M. Keith, President and Chief Executive Officer Philip L. Kirstein, Senior Vice President and Independent Compliance Officer Bruce K. Aronow, Vice President Stephen M. Beinhacker, Vice President Henry S. D’Auria, Vice President Jon P. Denfeld, Vice President Paul J. DeNoon, Vice President Gershon M. Distenfeld, Vice President Sharon E. Fay, Vice President Marilyn G. Fedak, Vice President Eric J. Franco, Vice President David (Dutch) P. Handke, Jr., Vice President Shawn E. Keegan, Vice President N. Kumar Kirpalani, Vice President Joran Laird, Vice President Samantha S. Lau, Vice President James W. MacGregor, Vice President | John P. Mahedy, Vice President Alison M. Martier, Vice President Christopher W. Marx, Vice President Teresa Marziano, Vice President Joel J. McKoan, Vice President James K. Pang, Vice President Joseph G. Paul, Vice President Douglas J. Peebles, Vice President John D. Phillips, Vice President James G. Reilly, Vice President Michael J. Reilly, Vice President Kevin F. Simms, Vice President Christopher M. Toub, Vice President Wen-Tse Tseng, Vice President P. Scott Wallace, Vice President Andrew J. Weiner, Vice President Greg J. Wilensky, Vice President David Yuen, Vice President Emilie D. Wrapp, Secretary Joseph J. Mantineo, Treasurer and Chief Financial Officer | |
Custodian and Accounting Agent State Street Bank and Trust Company
Principal Underwriter AllianceBernstein Investments, Inc. |
Legal Counsel Seward & Kissel LLP | |
| 186 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
Trustees
Transfer Agent AllianceBernstein Investor | Independent Registered Public KPMG LLP |
| (1) | Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee. Mr. Foulk is the sole member of the Fair Value Pricing Committee. |
| (2) | The management of, and investment decisions for, the AllianceBernstein Global Real Estate Investment Portfolio are made by the REIT Investment Policy Group. Mr. Joseph G. Paul and Ms. Teresa Marziano are the senior most members of the Investment Policy Group. |
| The management of, and investment decisions for, the AllianceBernstein U.S. Value Portfolio are made by the U.S. Value Investment Policy Group. Ms. Marilyn G. Fedak, Mr. John P. Mahedy, Mr. Christopher W. Marx, Mr. John D. Phillips and Mr. David Yuen are the senior most members of the Investment Policy Group. |
| The management of, and investment decisions for, the AllianceBernstein Small-Mid Cap Value Portfolio are made by the Small-Mid Cap Value Investment Policy Group. Mr. Joseph G. Paul, Mr. James W. MacGregor and Mr. Andrew J. Weiner are the senior most members of the Investment Policy Group. |
| The management of, and investment decisions for, the AllianceBernstein International Value Portfolio are made by the International Value Investment Policy Group. Mr. Joseph G. Paul, Ms. Sharon E. Fay, Mr. Kevin F. Simms, Mr. Henry S. D’Auria and Mr. Eric J. Franco are the senior most members of the Investment Policy Group. |
| The management of, and investment decisions for, the AllianceBernstein U.S. Large Cap Growth Portfolio are made by the U.S. Large Cap Growth Team. Mr. James G. Reilly, Mr. Michael J. Reilly, Mr. David (Dutch) P. Handke, Jr. and Mr. P. Scott Wallace are the senior most members of the team. |
| The management of, and investment decisions for, the AllianceBernstein Small-Mid Cap Growth Portfolio are made by the Small-Mid Cap Growth Investment Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Ms. Samantha S. Lau and Mr. Wen-Tse Tseng are the senior most members of the team. |
| The management of, and investment decisions for, the AllianceBernstein International Growth Portfolio are made by the International Growth Team. Mr. Christopher M. Toub, Mr. Stephen M. Beinhacker and Mr. James K. Pang are the senior most members of the team. |
| The management of, and investment decisions for, the AllianceBernstein Short Duration Bond Portfolio are made by the U.S. Investment Grade: Liquid Markets/Structured Products Investment Team. Mr. Jon P. Denfeld, Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky are the senior most members of the team. |
| The management of, and investment decisions for, the AllianceBernstein Intermediate Duration Bond Portfolio are made by the U.S. Investment Grade: Core Fixed Income Team. Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Mr. Joran Laird, Ms. Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky, are the senior most members of the team. |
| The management of, and investment decisions for, the AllianceBernstein High Yield Portfolio are made by the Global Credit Investment Team. Mr. Gershon M. Distenfeld, Mr. Joel J. McKoan and Mr. Douglas J. Peebles are the senior most members of the team. |
| Mr. Greg J. Wilensky, Director of Stable Value Investments, is primarily responsible for the day-to-day management of the AllianceBernstein Inflation-Protected Securities Portfolio. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 187 |
Trustees
Information Regarding the Review and Approval of the Advisory Agreement in Respect of Each Portfolio
The disinterested trustees (the “trustees”) of The AllianceBernstein Pooling Portfolios (the “Trust”) unanimously approved the continuance of the Advisory Agreement with the Adviser in respect of each of AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Intermediate Duration Bond Portfolio, AllianceBernstein Inflation Protected Securities Portfolio, and AllianceBernstein High-Yield Portfolio (each, a “Portfolio” and collectively, the “Portfolios”) at a meeting held on November 4-6, 2008. This disclosure does not relate to AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein Global Real Estate Investment Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein Small-Mid Cap Value Portfolio and AllianceBernstein Small-Mid Cap Growth Portfolio.
Prior to approval of the continuance of the Advisory Agreement in respect of a Portfolio, the trustees had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The trustees also reviewed an independent evaluation prepared by the Trust’s Senior Officer (who is also the Trust’s Independent Compliance Officer) of the reasonableness of the advisory fee in the Advisory Agreement wherein the Senior Officer concluded that the contractual fee (zero) for the Portfolios was reasonable. The trustees also discussed the proposed continuances in private sessions with counsel and the Trust’s Senior Officer.
The trustees noted that the Portfolios are designed as investment vehicles for certain AllianceBernstein institutional clients, including registered investment companies sponsored or sub-advised by the Adviser (the “Investing Funds”). The trustees further noted that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AllianceBernstein Funds. However, the Trust acknowledges in the Advisory Agreement that the Adviser will receive compensation for its services to the Portfolios from third parties (e.g., the Investing Funds that are shareholders of the Portfolios). The trustees noted that the current Investing Funds in the Portfolios are the three non-tax-managed Wealth Strategies of The AllianceBernstein Portfolios, the portfolios of AllianceBernstein Blended Style Series, Inc., certain registered investment companies managed by Allstate Financial and sub-advised by the Adviser, and the Rhode Island Higher Education Savings Trust (“RIHEST”), currently the only institutional investor in Pooling that is not a registered investment company sponsored or sub-advised by the Adviser.
The trustees considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolios gained from their experience as trustees
| 188 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
or directors of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the trustees and its responsiveness, frankness and attention to concerns raised by the trustees in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The trustees noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolios and review extensive materials and information presented by the Adviser.
The trustees also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the trustees did not identify any particular information that was all-important or controlling, and different trustees may have attributed different weights to the various factors. The trustees determined that the selection of the Adviser to manage each Portfolio, and the overall arrangements between each Portfolio and the Adviser as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the trustees considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the trustees’ determination included the following:
Nature, Extent and Quality of Services Provided
The trustees considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolios. They also noted the professional experience and qualifications of each Portfolio’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of each Portfolio’s other service providers, also were considered. The trustees concluded that, overall, they were satisfied with the nature, extent and quality of services provided to each of the Portfolios under the Advisory Agreement.
Costs of Services Provided and Profitability
The trustees reviewed a schedule of the revenues, expenses and related notes indicating the profitability of each Portfolio (which pays no advisory fee to the Adviser and does not reimburse expenses to the Adviser) to the Adviser for calendar years 2006 and 2007 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Trust’s Senior Officer. The trustees reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 189 |
methodologies for information of this type. The trustees noted that the profitability information reflected all revenues and expenses of the Adviser’s relationships with the Portfolios, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolios and that the profitability methodology attributed revenues and expenses to the Portfolios relating to the Investing Funds. The trustees recognized that it is difficult to make comparisons of profitability between fund advisory contracts because comparative information is not generally publicly available and is affected by numerous factors. The trustees focused on the profitability of the Adviser’s relationships with the Portfolios before taxes and distribution expenses. The trustees concluded that they were satisfied that the Adviser’s level of profitability from its relationship with each Portfolio was not unreasonable. The trustees also considered that the Adviser bears certain costs in order to provide services to each Portfolio.
Fall-Out Benefits
The trustees considered the benefits to the Adviser and its affiliates from their relationships with the Portfolios other than the fees payable under the Advisory Agreement (none), including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis), 12b-1 fees and sales charges received by the Trust’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of shares of the Investing Funds that are registered investment companies, and brokerage commissions paid by the Portfolios to brokers affiliated with the Adviser. The trustees noted that while the Adviser’s affiliated transfer agent does not receive fees for providing services to the Portfolios (although it may be reimbursed for its out-of-pocket expenses), such affiliated transfer agent receives fees for providing services to the Investing Funds that are shareholders of Pooling. The trustees noted that the Adviser is party to a program agreement with RIHEST and receives program fees for its advisory, distribution, recordkeeping and other services provided by it and its subsidiaries in connection with the CollegeBoundfund program, including its services in respect of the Portfolios. The trustees recognized that the Adviser’s profitability would be somewhat lower without these benefits. The trustees also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolios.
Investment Results
In addition to the information reviewed by the trustees in connection with the meeting, the trustees receive detailed comparative performance information for each Portfolio at each regular Board meeting during the year. At the November 2008 meeting, the trustees reviewed information prepared by Lipper showing the performance of each Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that
| 190 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of each Portfolio as compared with an index, in each case for the 1- and 3-year periods ended July 31, 2008 and (in the case of the index) the since inception period (May 2005 inception).
In reviewing the performance information the trustees noted that the Portfolios had a performance advantage in that the performance of virtually all of the Portfolios’ competitors was negatively affected by the fact they pay advisory fees whereas performance information for the Portfolios reflects their advisory fee of zero.
AllianceBernstein Short Duration Bond Portfolio
The trustees noted that the Portfolio was in the 4th quintile of the Performance Group and the Performance Universe for the 1- and 3-year periods, and that the Portfolio underperformed the Merrill Lynch 1-3 Year Treasury Index in all periods reviewed. Based on their review, and noting the recent inception date of the Portfolio, the trustees concluded that the Portfolio’s relative performance over time had been satisfactory.
AllianceBernstein Intermediate Duration Bond Portfolio
The trustees noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period and 4th quintile of the Performance Group and the Performance Universe for the 3-year period, and that the Portfolio underperformed the Lehman Brothers Aggregate Bond Index in all periods reviewed. Based on their review, the trustees concluded that the Portfolio’s relative performance over time had been satisfactory.
AllianceBernstein Inflation Protected Securities Portfolio
The trustees noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for both periods reviewed, and that the Portfolio underperformed the Lehman 1-10 Year TIPS Index in all periods reviewed. Based on their review, the trustees concluded that the Portfolio’s relative performance over time had been satisfactory.
AllianceBernstein High-Yield Portfolio
The trustees noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for both periods reviewed, and that the Portfolio underperformed the Lehman Brothers U.S. High Yield 2% Issuer Cap Index in all periods reviewed. Based on their review and their discussion of the reasons for the Portfolio’s performance with the Adviser, the trustees retained confidence in the Adviser’s ability to advise the Portfolio and concluded that the Portfolio’s investment performance was acceptable. The trustees determined to continue to closely monitor the Portfolio’s performance.
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 191 |
Advisory Fees and Other Expenses
The trustees considered the advisory fee rate paid by each Portfolio to the Adviser (zero) and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as such Portfolio at a common asset level. The trustees also reviewed certain information showing the fees paid to the Adviser by the Investing Funds. The trustees recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.
The trustees noted that because each Portfolio is designed as a vehicle in which the Investing Funds can invest their assets, the fee arrangements in the Advisory Agreement are unusual in that no advisory fee is payable by the Portfolios. However, the trustees noted that the Adviser is indirectly compensated for its services to the Portfolios by the Investing Funds. The trustees noted that although the fees paid by the Investing Funds to the Adviser vary, a portion of those fees may reasonably be viewed as compensating the Adviser for advisory services it provides to each Portfolio (the “implied fee”) and that the Adviser had represented to the Securities and Exchange Commission staff and to the Trust’s former counsel that the implied fee rate is the same for all the institutional investors in the Portfolios (e.g., the Investing Funds). The trustees also noted that the Adviser had undertaken to work with the trustees to develop procedures to enable the trustees to monitor the implied fee rate and had made certain observations in that regard.
In considering the fee arrangements in respect of each Portfolio (including the payments to the Adviser by the Investing Funds), the trustees took into account the complexity of investment management for the Portfolios relative to other types of funds. The trustees considered the process of investing in each of the Portfolios as compared to investing in other types of securities. Based on their review, the trustees concluded that the advisory arrangements for the Portfolios, including the zero fee aspect of the Advisory Agreement with the Adviser, were satisfactory.
The trustees also considered the fees the Adviser charges other clients with an investment style substantially similar to that of each of the Portfolios. For this purpose, the trustees reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Trust’s Senior Officer disclosing the institutional fee schedules for institutional products managed by the Adviser that have an investment style substantially similar to that of the various Portfolios. The trustees noted that application of such fee schedules to the level of assets of a Portfolio pursuing an investment style substantially similar to each Portfolio would result in a fee rate that would be higher than the rate paid by such Portfolio pursuant to the Advisory Agreement (zero). The trustees noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the trustees and that they had previously discussed with the Adviser its policies in respect of such arrangements.
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The trustees also reviewed information that indicated that in the case of AllianceBernstein Intermediate Duration Bond Portfolio, the Adviser sub-advises a registered investment company that has an investment style similar to that of the Portfolio at a higher fee schedule than applies to the Portfolio.
The Adviser reviewed with the trustees the significantly greater scope of the services it provides the Portfolios relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of these facts, the trustees did not place significant weight on these fee comparisons.
The trustees also considered information provided by the Trust’s Senior Officer based on information provided by Lipper showing the total non-advisory expense ratio of each Portfolio compared to the non-advisory expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to a Portfolio and an Expense Universe as a broader group, consisting of all funds in a Portfolio’s investment classification/objective. The non-advisory expense ratio of each Portfolio was based on the Portfolio’s latest fiscal year. The trustees view the non-advisory expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolios by others. The trustees noted that it was likely that the non-advisory expense ratios of some funds in each Portfolio’s Lipper category also were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases were voluntary and perhaps temporary.
AllianceBernstein Short Duration Bond Portfolio
AllianceBernstein Intermediate Duration Bond Portfolio
AllianceBernstein Inflation Protected Securities Portfolio
AllianceBernstein High-Yield Portfolio
The trustees noted that each Portfolio’s total non-advisory expense ratio was lower than the Expense Group and the Expense Universe medians. The trustees concluded that each Portfolio’s non-advisory expense ratio was satisfactory.
Economies of Scale
Since the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Portfolios, the trustees did not consider the extent to which the fee levels in the Advisory Agreement reflect economies of scale. They did note, however, that the fee schedules for the Investing Funds that are registered investment companies incorporate breakpoints.
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THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1
The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AllianceBernstein Pooling Portfolios (the “Trust” or the “Pooling Portfolios”) in respect of the following Portfolios:2
- U.S. Value Portfolio
- U.S. Large Cap Growth Portfolio
- Global Real Estate Investment Portfolio
- International Value Portfolio
- International Growth Portfolio
- Small-Mid Cap Value Portfolio
- Small-Mid Cap Growth Portfolio
- Global Research Growth Portfolio
- Global Value Portfolio
The Trust, which is designed to facilitate a “blended style” investment approach, represents a variety of asset classes and investment styles, and is available for investment only to institutional clients of the Adviser, including both registered investment companies and large managed separate accounts.
The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Trust, for the Trustees of the Trust, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Trustees of the Trust to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolios which was provided to the Trustees in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:
| 1. | Advisory fees charged to institutional and other clients of the Adviser for like services; |
| 1 | It should be noted that the information in the fee summary was completed on April 23, 2008 and presented to the Board of Trustees on May 6-8, 2008. |
| 2 | Future references to the Portfolios do not include “AllianceBernstein.” The Portfolios of the Trust that are not discussed in this evaluation are Short Duration Bond Portfolio, Intermediate Duration Bond Portfolio, Inflation Protected Securities Portfolio and High Yield Portfolio. The fixed-income portfolios will be considered separately at the Board meeting schedules to be held on November 4-6, 2008. |
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| 2. | Advisory fees charged by other mutual fund companies for like services; |
| 3. | Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreements, excluding any intra-corporate profit; |
| 4. | Profit margins of the Adviser and its affiliates from supplying such services; |
| 5. | Possible economies of scale as the Portfolios grow larger; and |
| 6. | Nature and quality of the Adviser’s services including the performance of the Portfolios. |
PORTFOLIO ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS
Under the Investment Advisory Agreement, the Portfolios are not charged an advisory fee. The investment advisory contract also does not provide for the Adviser to be reimbursed for the cost of providing non-advisory services, which would include administration, distribution and transfer agent-related services, although the transfer agent of the Portfolios is reimbursed for out of pocket expenses. The Adviser is compensated by institutional clients of the Adviser (the “Institutional Clients”) that invest in the Pooling Portfolios. These clients include the AllianceBernstein Blended Style Series, Inc.—AllianceBernstein Retirement Strategies (“Retirement Strategies”),3 AllianceBernstein Blended Style Series, Inc.—Global Blend Portfolio (Global Blend Portfolio), AllianceBernstein Blended Style Series, Inc.—U.S. Large Cap Portfolio (“U.S. Large Cap Portfolio”), The AllianceBernstein Portfolios—AllianceBernstein Wealth Strategies (“Wealth Strategies”)4 and the Rhode Island Higher Education Savings Trust (referred to herein as “CollegeBoundfund”). Collectively, these shareholders (the “Institutional Clients”) own 100 percent of the Pooling Portfolios’ total outstanding shares. Set forth below are the advisory fee schedules of the Institutional Clients that invests in the Pooling Portfolios.
| 3 | Includes AllianceBernstein 2000 Retirement Strategy, AllianceBernstein 2005 Retirement Strategy, AllianceBernstein 2010 Retirement Strategy, AllianceBernstein 2015 Retirement Strategy, AllianceBernstein 2020 Retirement Strategy, AllianceBernstein 2025 Retirement Strategy, AllianceBernstein 2030 Retirement Strategy, AllianceBernstein 2035 Retirement Strategy, AllianceBernstein 2040 Retirement Strategy, AllianceBernstein 2045 Retirement Strategy, AllianceBernstein 2050 Retirement Strategy and AllianceBernstein 2055 Retirement Strategy . Future references to the Retirement Strategies do not include “AllianceBernstein.” |
| 4 | Includes AllianceBernstein Balanced Wealth Strategy, AllianceBernstein Wealth Appreciation Strategy, AllianceBernstein Wealth Preservation Strategy. Future references to the Wealth Strategies do not include “AllianceBernstein.” |
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AllianceBernstein Blended Style Series, Inc.—AllianceBernstein Retirement Strategies
Each of the Retirement Strategies pays an advisory fee correlated to the percentage of equity investments held by the Retirement Strategy. This fee is discounted by a certain percentage depending on the asset level of the Retirement Strategy as indicated below:
| % Invested in Equity Investments | Advisory Fee | ||
Equal to or less than 60% Greater than 60% and less than 80% Equal to or greater than 80% | 0.55 0.60 0.65 | % % % |
| Net Asset Level | Discount | |
Assets equal to or less than $2.5 billion Assets greater than $2.5 billion and less than $5 billion Assets greater than $5 billion | n/a 10 basis points 15 basis points |
Accordingly, under the terms of the Investment Advisory Agreement, the Retirement Strategies will pay the Adviser at the following annual rates:
| Average Daily Net Assets | |||||||||
| Strategy | First $2.5 billion | Next $2.5 billion | In excess of $5 billion | ||||||
2020, 2025, 2030, 2035, 2040, 2045, 2050, 2055 | 0.65 | % | 0.55 | % | 0.50 | % | |||
2010, 2015 | 0.60 | % | 0.50 | % | 0.45 | % | |||
2000, 2005 | 0.55 | % | 0.45 | % | 0.40 | % | |||
Global Blend Portfolio, U.S. Large Cap Portfolio and the Wealth Strategies
Global Blend Portfolio, U.S. Large Cap Portfolio and the Wealth Strategies are charged by the Adviser an advisory fee based on a percentage of each fund’s average daily net assets:
| Fund | Advisory Fee Based on % of Average Daily Net Assets | ||||
| Global Blend Portfolio | First $2.5 billion | 0.75 | % | ||
| Next $2.5 billion | 0.65 | % | |||
| Excess of $5 billion | 0.60 | % | |||
| U.S. Large Cap Portfolio | First $2.5 billion | 0.65 | % | ||
| Next $2.5 billion | 0.55 | % | |||
| Excess of $5 billion | 0.50 | % | |||
| Wealth Appreciation Strategy | First $2.5 billion | 0.65 | % | ||
| Next $2.5 billion | 0.55 | % | |||
| Excess of $5 billion | 0.50 | % | |||
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| Fund | Advisory Fee Based on % of Average Daily Net Assets | ||||
| Balanced Wealth Strategy | First $2.5 billion | 0.55 | % | ||
| Next $2.5 billion | 0.45 | % | |||
| Excess of $5 billion | 0.40 | % | |||
| Wealth Preservation Strategy | First $2.5 billion | 0.55 | % | ||
| Next $2.5 billion | 0.45 | % | |||
| Excess of $5 billion | 0.40 | % | |||
CollegeBoundfund
The Adviser serves as the program manager of the CollegeBoundfund, a 529 college-savings plan. Services provided by the Adviser as program manager for CollegeBoundfund include managing the assets of each Education Strategy of the plan that may invest in a combination of the Pooling Portfolios (the “Underlying Portfolios”), performing administrative related functions, servicing shareholder accounts, providing customer service to participants, maintaining the program and developing/updating a website where participants can access their personal accounts. As program manager, the Adviser is paid a program management fee equal to the total expense ratio (fixed) of each Education Strategy minus the weighted average of the expenses of the Underlying Portfolios in which the Strategy is invested. The weighted average of the expenses of the Underlying Portfolios may fluctuate over time, resulting in an increase or decrease in the program management fee since the total expense ratio is constant. Set forth below is a table showing the total expense ratios of the Education Strategies as of February 29, 2008.
| Portfolios | Total Expense Ratio5 | ||
| Age-Based Education Strategies | |||
| Age-Based Aggressive 2008-2010 | 0.94 | % | |
| Age-Based Aggressive 2005-2007 | 0.94 | % | |
| Age-Based Aggressive 2002-2004 | 0.90 | % | |
| Age-Based Aggressive 1999-2001 | 0.86 | % | |
| Age-Based Aggressive 1996-1998 | 0.82 | % | |
| Age-Based Aggressive 1993-1995 | 0.78 | % | |
| Age-Based Aggressive 1990-1992 | 0.74 | % | |
| Age-Based Aggressive 1987-1989 | 0.74 | % | |
| Age-Based Aggressive 1984-1986 | 0.74 | % | |
| Age-Based Aggressive Pre-1984 | 0.74 | % | |
| Age-Based 2008-2010 | 0.92 | % | |
| Age-Based 2005-2007 | 0.88 | % | |
| Age-Based 2002-2004 | 0.84 | % | |
| Age-Based 1999-2001 | 0.80 | % | |
| Age-Based 1996-1998 | 0.78 | % | |
| Age-Based 1993-1995 | 0.76 | % |
| 5 | The total expense ratios do not include an annual distribution fee of 0.25% payable to AllianceBernstein Investments, Inc., the program distributor and an affiliate of the Adviser, which is applied only to certain accounts that are established with the involvement of a financial adviser (“FA”). This charge is to fund compensation payable in the same amount by ABI to the FA for the FA’s services after such account is open at least one year. |
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| Portfolios | Total Expense Ratio5 | ||
| Age-Based 1990-1992 | 0.72 | % | |
| Age-Based 1987-1989 | 0.72 | % | |
| Age-Based 1984-1986 | 0.72 | % | |
| Age-Based Pre-1984 | 0.72 | % | |
| Fixed Based Education Strategies | |||
| Appreciation | 0.94% | ||
| Balanced | 0.80% | ||
| Preservation | 0.72% |
The Portfolios’ net assets as of February 29, 2008 are as follows:
| Portfolio | Net Assets ($MM) | ||
| U.S. Value Portfolio | $ | 2,519.0 | |
| U.S. Large Cap Growth Portfolio | $ | 2,552.9 | |
| Global Real Estate Investment Portfolio | $ | 1,177.9 | |
| International Value Portfolio | $ | 1,308.3 | |
| International Growth Portfolio | $ | 1,342.0 | |
| Small-Mid Cap Value Portfolio | $ | 655.3 | |
| Small-Mid Cap Growth Portfolio | $ | 631.7 | |
| Global Research Growth Portfolio | $ | 6.4 | |
| Global Value Portfolio | $ | 6.2 | |
The Adviser agreed to waive that portion of its management fees and/or reimburse Global Research Growth Portfolio and Global Value Portfolio for that portion of those Portfolios’ total operating expenses to the degree necessary to limit their expense ratios to the amounts set forth below for the Portfolios’ current fiscal year. The waiver is terminable at the end of each Portfolio’s fiscal year upon at least 60 days’ written notice. In addition, set forth are the gross expense ratios of the Portfolios as of the Portfolios most recently completed fiscal year:
| Portfolio | Fiscal Year End | Expense Cap Pursuant to Expense Limitation Undertaking | Gross Expense Ratio | |||||
| Global Research Growth Portfolio | August 31 | 0.15 | % | 2.71 | % | |||
| Global Value Portfolio | August 31 | 0.15 | % | 2.26 | % |
| 5 | The total expense ratios do not include an annual distribution fee of 0.25% payable to AllianceBernstein Investments, Inc., the program distributor and an affiliate of the Adviser, which is applied only to certain accounts that are established with the involvement of a financial adviser (“FA”). This charge is to fund compensation payable in the same amount by ABI to the FA for the FA’s services after such account is open at least one year. |
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Set forth below are the most recent fiscal year end total expense ratios of the Pooling Portfolios that do not have an expense limitation undertaking:
| Portfolio | Fiscal Year End | Total Expense Ratio | |||
| U.S. Value Portfolio | August 31 | 0.02 | % | ||
| U.S. Large Cap Growth Portfolio | August 31 | 0.02 | % | ||
| Global Real Estate Investment Portfolio | August 31 | 0.06 | % | ||
| International Value Portfolio | August 31 | 0.08 | % | ||
| International Growth Portfolio | August 31 | 0.07 | % | ||
| Small-Mid Cap Value Portfolio | August 31 | 0.04 | % | ||
| Small-Mid Cap Growth Portfolio | August 31 | 0.05 | % |
| I. | ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS |
Although the Portfolios are not charged an advisory fee, their shareholders, which include other investment companies and large institutional clients managed by the Adviser, pay the Adviser an investment advisory fee for managing their assets. In this regard, it is worth considering the advisory fees charged by the Adviser to institutional and other clients. The advisory fees charged to investment companies that the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients and different liabilities assumed. Services provided by the Adviser to investment companies, including the Portfolios, that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes—Oxley Act of 2002, and coordinating with and monitoring third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for investment companies are more costly than those for institutional accounts due to the greater complexities and time required for investment companies, although a portion of the administrative expense of certain Institutional Clients that are investment companies are reimbursed by the Adviser to those Institutional Clients. It should be noted that those reimbursement agreements do not exist with respect to the Pooling Portfolios. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the investment company experiences a net redemption and the Adviser is frequently forced to sell securities to raise cash for the redemption. However, managing an investment company with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.
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Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different and legal and reputational risks are greater, it is worth considering information regarding the advisory fees charged to institutional accounts that have investment styles similar to those of the Portfolios.6 In addition to the AllianceBernstein Institutional fee schedule, set forth below are what would have been the effective advisory fees of certain of the Portfolios had the AllianceBernstein Institutional fee schedule been applicable to those Portfolios based on February 29, 2008 net assets, although it should be noted that the Portfolios are not charged an advisory fee by the Adviser.
| Portfolio | Portfolio Net Assets ($MIL) | AllianceBernstein (AB) Fee Schedule | Effective Fee | |||
| U.S. Value Portfolio | $2,519.0 | Diversified Value Schedule 65 bp on 1st $25 million 50 bp on next $25 million 40 bp on next $50 million 30 bp on next $100 million 25 bp on the balance Minimum Account Size: $25 m | 0.261% | |||
| U.S. Large Cap Growth Portfolio | $2,552.9 | U.S. Large Cap Growth Schedule 80 bp on 1st $25 million 50 bp on next $25 million 40 bp on next $50 million 30 bp on next $100 million 25 bp on the balance Minimum Account Size: $25 m | 0.263% | |||
| Global Real Estate Investment Portfolio7 | $1,177.9 | Domestic REIT Strategy 70 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $25 million Negotiable on the balance Minimum Account Size: $25 m | 0.506%8 |
| 6 | The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship. |
| 7 | It should be noted that the Portfolio’s investment guidelines are not as restrictive as that of the institutional strategy. The Portfolio may invest in equity securities of non-U.S. real estate investment trusts (“REITS”) and other non-U.S. real estate industry companies in contrast to the institutional strategy, which invests primarily in equities of U.S. REITS and other U.S. real estate industry companies. |
| 8 | Assumes 50 bp on the balance. |
| 200 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
| Portfolio | Portfolio Net Assets ($MIL) | AllianceBernstein (AB) Fee Schedule | Effective Fee | |||
| International Value Portfolio | $1,308.3 | International Strategic Value Schedule 90 bp on 1st $25 million 70 bp on next $25 million 60 bp on next $50 million 50 bp on the balance Minimum Account Size: $25 m | 0.515% | |||
| International Growth Portfolio | $1,342.0 | International Large Cap Growth Schedule 80 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on the balance Minimum Account Size: $25 m | 0.415% | |||
| Small-Mid Cap Value Portfolio | $655.3 | Small & Mid Cap Value Schedule 95 bp on 1st $25 million 75 bp on next $25 million 65 bp on next $50 million 55 bp on the balance Minimum Account Size: $25 m | 0.581% | |||
| Small-Mid Cap Growth Portfolio | $631.7 | SMID Cap Growth Schedule 95 bp on 1st $25 million 75 bp on next $25 million 65 bp on next $50 million 55 bp on the balance Minimum Account Size: $25 m | 0.582% | |||
| Global Research Growth Portfolio | $6.4 | Global Research Growth 80 bp on 1st $25 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on the balance Minimum Account Size: $50 m | 0.800% | |||
| Global Value Portfolio | $6.2 | Global Value Schedule 80 bp on 1st $2.5 million 60 bp on next $25 million 50 bp on next $50 million 40 bp on next on the balance Minimum Account Size: $25 m | 0.800% |
The Adviser manages the AllianceBernstein Mutual Funds (“ABMF”), which are open-end investment companies, and AllianceBernstein Variable Products Series Fund, Inc. (“AVPS”), which offers variable annuity and variable life contract policyholders the option to utilize certain AVPS portfolios as the investment option underlying their insurance contracts. The advisory schedules of these funds, implemented in January 2004 as a result of the Assurance of
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 201 |
Discontinuance between the New York State Attorney General and the Adviser, contemplates eight categories with almost all of the AllianceBernstein funds in each category having the same advisory fee schedule. In addition to the fee schedules of the ABMF and AVPS funds, set forth below are what would have been the effective advisory fees of the Pooling Portfolios had the fee schedules of the ABMF/AVPS funds been applicable to the Portfolios based on the Portfolios February 29, 2008 net assets:
| Portfolio | ABMF/AVPS Portfolio | Fee Schedule | Effective ABMF/ AVPS Adv. Fee | ||||
| U.S. Value Portfolio | Value Fund
AVPS Value Portfolio | 0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance | 0.549 | % | |||
| U.S. Large Cap Growth Portfolio | Large Cap Growth Fund, Inc.
AVPS Large Cap Growth Portfolio | 0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance | 0.748 | % | |||
| Global Real Estate Investment Portfolio | Global Real Estate Fund, Inc.
AVPS Real Estate Investment Portfolio | 0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance | 0.550 | % | |||
| International Value Portfolio | International Value Fund, Inc.
AVPS International Value Portfolio | 0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance | 0.750 | % | |||
| International Growth Portfolio | International Growth Fund, Inc.
AVPS International Growth Portfolio | 0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance | 0.750 | % | |||
| Small-Mid Cap Value Portfolio | Small/Mid Cap Value Fund
AVPS Small/Mid Cap Value Portfolio | 0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance | 0.750 | % | |||
| Global Research Growth Portfolio | Global Research Growth Fund
AVPS Global Research Growth Portfolio | 0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance | 0.750 | % |
The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth below for the Luxembourg funds that have a somewhat similar investment
| 202 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
style as the Portfolios. It should be noted that Class A shares of the funds are charged an “all-in” fee, which covers investment advisory services and distribution related services, unlike Class I shares, whose fee is for investment advisory services only.
| Portfolio | Luxembourg Fund | Fee | ||
| U.S. Large Cap Growth Portfolio | American Growth Portfolio Class A Class I | 1.50% 0.70% | ||
| Global Real Estate Investment Portfolio | Global Real Estate Securities Portfolio Class A Class I | 1.75% 0.95% | ||
| Global Research Growth Portfolio | Global Growth Trends Portfolio Class A Class I | 1.70% 0.90% | ||
| Global Value Portfolio | Global Value Portfolio Class A Class I | 1.50% 0.70% |
The Alliance Capital Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedules of the ITM mutual funds that have a somewhat similar investment style as certain of the Portfolios are as follows:
| Portfolio | ITM Mutual Fund | Fee9 | ||
| U.S. Large Cap Growth Portfolio | AllianceBernstein U.S. Large Cap Growth Equity – Hedged /Unhedged | 0.95% | ||
| Global Research Growth Portfolio | Alliance Global Research Growth10 | 0.30%11 | ||
| Alliance Global Growth Opportunities 110 | 1.00% |
| 9 | The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 17, 2008 by Reuters was ¥97.38 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.3 million. |
| 10 | This ITM fund is privately placed or institutional. |
| 11 | The fund is offered to two institutional clients that are charged a separate fee for managing their assets in addition to the 0.30%. The first client is charged 0.33% for the first ¥2.5 billion, 0.195% for the next ¥2.5 billion, 0.105% for the next ¥5 billion and 0.06% thereafter. The second client is charged 0.40% for the first ¥2.5 billion, 0.25% for the next ¥2.5 billion, 0.15% for the next ¥5 billion and 0.10% thereafter. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 203 |
| Portfolio | ITM Mutual Fund | Fee9 | ||
| Alliance Global Growth Opportunities 210 | 0.80% | |||
| Alliance Global Growth Opportunities 310 | 0.85% | |||
| International Value Portfolio | AllianceBernstein Kokusai Value Stock10 | 0.70% | ||
| Bernstein Kokusai Strategic Value10 | 0.95% on first ¥1 billion 0.85% on next ¥1.5 billion 0.70% on next ¥2.5 billion 0.60% on next ¥5 billion 0.50% thereafter | |||
| Global Value Portfolio | Alliance Global Diversified Value (ex-Japan) 10 | 0.10%12 | ||
| Alliance Global Value Stock (ex-Japan) 10 | 0.30%13 |
The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for each of these sub-advisory relationships. Also shown are what would have been the effective advisory fees of the Portfolios had the fee schedules of the sub-advisory relationships been applicable to those Portfolios based on February 29, 2008 net assets:
| Portfolio | Fee Schedule | Effective Sub-Adv. Fee | ||||
| U.S. Value Portfolio | Client # 1 | 0.25% on 1st $500 million 0.20% thereafter | 0.210% | |||
| Client # 214 | 0.50% on 1st $1 billion 0.40% on next $1 billion 0.30% on next $1 billion 0.20% thereafter | 0.419% |
| 9 | The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on March 17, 2008 by Reuters was ¥97.38 per $1. At that currency exchange rate, every ¥1 billion would be equivalent to approximately $10.3 million. |
| 10 | This ITM fund is privately placed or institutional. |
| 12 | In addition to the 0.10%, the Adviser charges the institutional account 0.5175% for the first ¥2.5 billion, 0.375% for the next ¥2.5 billion, 0.3275% for the next ¥2.5 billion, 0.28% for the next ¥10 billion and 0.185% thereafter. |
| 13 | The fund is offered to two institutional clients that are charged a separate fee for managing their assets in addition to the 0.30%. The first client is charged 0.33% for the first ¥2.5 billion, 0.195% for the next ¥2.5 billion, 0.105% for the next ¥5 billion and 0.06% thereafter. The second client is charged 0.40% for the first ¥2.5 billion, 0.25% for the next ¥2.5 billion, 0.15% for the next ¥5 billion and 0.10% thereafter. |
| 14 | This is a fee schedule of a fund managed by an affiliate of the Adviser. Assets are aggregated with other similar sub-advised funds of the client for purposes of calculating the investment advisory fee. |
| 204 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
| Portfolio | Fee Schedule | Effective Sub-Adv. Fee | ||||
| Client # 3 | 0.23% on 1st $300 million 0.20% thereafter | 0.204% | ||||
| Client # 4 | 0.60% on 1st $10 million 0.50% on next $15 million 0.40% on next $25 million 0.30% on next $50 million 0.25% on next $50 million 0.225% on next $50 million 0.20% thereafter | 0.209% | ||||
| Client # 5 | 0.27% on 1st $300 million 0.16% on next $700 million 0.13% thereafter | 0.155% | ||||
| Client # 6 | 0.15% on 1st $1 billion 0.14% on next $2 billion 0.12% on next $2 billion 0.10% thereafter +/- Performance Fee15 | 0.144% | ||||
| Client # 7 | 0.35% | 0.350% | ||||
| U.S. Large Cap Growth Portfolio | Client # 116 | 0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter | 0.537% | |||
| Client # 2 | 0.35% on 1st $50 million 0.30% on next $100 million 0.25% thereafter | 0.254% | ||||
| Client # 3 | 0.40% on first $300 million 0.35% on next $300 million 0.25% thereafter | 0.354% | ||||
| Client # 4 | 0.35% | 0.350% | ||||
| International Value Portfolio | Client # 1 | 0.65% on 1st $75 million 0.50% on next $25 million 0.40% on next $200 million 0.35% on next $450 million 0.30% thereafter | 0.356% |
| 15 | The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark, over a 60 month rolling period. The performance adjustment factor can range from -60% to +60% of the base fee. |
| 16 | The calculation excludes the performance fee. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 205 |
| Portfolio | Fee Schedule | Effective Sub-Adv. Fee | ||||
| Client # 216 | 0.60% on 1st $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% thereafter | 0.588% | ||||
| Client # 3 | 0.70% on 1st $25 million 0.45% on next $25 million 0.35% on next $200 million 0.33% thereafter | 0.342% | ||||
| Client # 4 | 0.45% on 1st $200 million 0.36% on next $300 million 0.32% thereafter | 0.349% | ||||
| Client # 5 | 0.55% on 1st $150 million 0.50% on next $150 million 0.45% thereafter | 0.467% | ||||
| Client # 6 | 0.50% | 0.500% | ||||
| Client # 7 | 0.30% | 0.300% | ||||
| Client # 8 | 0.22% on 1st $1 billion 0.18% on next $1.5 billion 0.16% thereafter +/- Performance Fee17 | 0.211%18 | ||||
| Client # 9 | 0.60% on 1st $50 million 0.40% on next $50 million 0.30% on next $300 million 0.25% thereafter | 0.281% | ||||
| Client # 10 | 0.50% on 1st $100 million 0.46% on next $300 million 0.41% thereafter | 0.428% | ||||
| Client # 11 | 0.40% on 1st $500 million 0.35% on next $1.5 billion 0.30% thereafter | 0.369% | ||||
| Client # 12 | 0.35% on 1st $1 billion 0.30% on next $1 billion 0.25% thereafter | 0.388% |
| 16 | The calculation excludes the performance fee. |
| 17 | The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark, over a 60 month rolling period. The performance adjustment factor can range from -60% to +60% of the base fee. |
| 18 | The calculation excludes the performance fee. |
| 206 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
| Portfolio | Fee Schedule | Effective Sub-Adv. Fee | ||||
| Small Cap-Mid Value Portfolio | Client # 1 | 0.50% | 0.500% | |||
| Client # 2 | 0.72% on 1st $25 million 0.54% on next $225 million 0.50% thereafter | 0.522% | ||||
| Client # 3 | 0.80% on 1st $25 million 0.60% thereafter | 0.608% | ||||
| Client # 4 | 0.613% on 1st $150 million 0.495% thereafter | 0.522% | ||||
| Global Value Portfolio | Client # 1 | 0.25% on 1st $500 million 0.225% on next $500 million 0.20% on next $4 billion 0.175% thereafter +/- Performance Fee19 | 0.250% |
It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s-length bargaining or negotiations.
| II. | MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUNDS COMPANIES FOR LIKE SERVICES. |
The Trustees previously received the Senior Officer’s Evaluation of the Investment Advisory Agreement (the “Senior Officer Fee Evaluation”) for the Retirement Strategies, Global Blend Portfolio, U.S. Large Cap Portfolio and the Wealth Strategies.
In those Senior Officer Fee Evaluations, the Senior Officer concluded that the investment advisory agreements for those funds were reasonable and within range of what would have been negotiated at arm’s-length.
The Pooling Portfolios are not charged an advisory fee. However, as previously mentioned, the Institutional Clients that invest in the Pooling Portfolios do pay an advisory fee pursuant to their advisory agreements with the Adviser. The Adviser believes that the fee paid by the Institutional Clients includes a portion, referred by the Adviser as the “Implied Advisory Fee,” that may be reasonably viewed as
| 19 | The performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess or under performance of the fund versus its benchmark, the Morgan Stanley Capital International All World Index (ACWI), over a 60 month rolling period. The performance adjustment factor can range from -60% to +60% of the base fee. The performance fee of the fund took effect on March 31, 2007. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 207 |
compensation for services that the Adviser provides to the Pooling Portfolios. The Adviser further believes that the rate of the Implied Advisory Fee is the same for each Institutional Client invested in a series of the Pooling Portfolios.
Because of the Pooling Portfolios’ limited availability for investment, open only to certain institutional clients of the Adviser, the Pooling Portfolios have zero transfer agent (with the exception of certain transfer agent out of pocket expenses) and distribution fees, in addition to zero advisory fees. Such expense structure is rare in the industry. The UBS Relationship Funds, an open-end investment company managed by UBS Global Asset Management (Americas) Inc., was the only other fund family that was determined by the Adviser, the Senior Officer and Lipper, Inc. (“Lipper”) to have an expense structure comparable to the Pooling Portfolios.
Since there are not many funds of other fund families that have a similar expense structure as the Portfolios, Lipper, an analytical service not affiliated with the Adviser, compared the total expense ratios of the Portfolios to that of funds of a similar investment classification/objective with institutional class shares; however, Lipper excluded management, transfer agent and distribution fees from the total expense ratios of the Portfolios’ peers.20 Lipper’s analysis included the Portfolios’ rankings21 relative to their respective Lipper Expense Group (“EG”) and Lipper Expense Universe (“EU”).22
Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, asset (size) comparability, load type,23 expense components and attributes. An EG will typically consist of seven to twenty funds. An EU is a much broader group, consisting of all institutional classes of funds of the same investment classification/objective as the subject Portfolio.24
| 20 | Because the Portfolios are offered only to other investment companies and certain institutional clients managed by the Adviser, the Portfolios are not assessed a fee for transfer agent and distribution-related services although it should be noted that the transfer agent of the Portfolios is reimbursed for out of pocket expenses. |
| 21 | A ranking of “1” would mean that the Portfolio had the lowest total expense ratio in the Lipper peer group. |
| 22 | Note that there are limitations on expense category data because different funds categorize expenses differently. |
| 23 | Lipper excluded institutional classes or funds that had a 12b-1 or non 12b-1 service fee for this evaluation in order for the Portfolios’ EUs to not include multiple classes of the same funds. As a result, the EUs in this evaluation are much smaller in size compared to the evaluation dated January 31, 2008. |
| 24 | Except for asset (size) comparability, Lipper uses the same criteria for selecting a Lipper EG when selecting a Lipper EU. Unlike the Lipper EG, the Lipper EU allows for the same adviser to be represented by more than just one fund. In addition, multiple institutional class shares for the Portfolios’ peers are included. |
| 208 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
With respect to International Value Portfolio, International Growth Portfolio, Global Research Growth Portfolio and Global Value Portfolio, each of those Portfolios’ original EGs had an insufficient number of comparable peers. Consequently, at the request of the Adviser and the Senior Officer, Lipper expanded each of those Portfolios’ EGs to include peers that have a similar but not the same Lipper investment classification/objective. However, because Lipper had expanded the EGs of those Portfolios, under Lipper’s standard guidelines, each of the Portfolios’ EUs was also expanded to include the universe of those peers that had a similar but not the same Lipper investment classification/objective.25 The result of Lipper’s analysis is set forth below:
| Portfolio | Expense Ratio (%) | Lipper Exp. Group Median (%)26 | Lipper Group Rank | Lipper Exp. Median (%) | Lipper Universe Rank | |||||
| U.S. Value Portfolio | 0.020 | 0.034 | 2/16 | 0.080 | 3/55 | |||||
| U.S. Large Cap Growth Portfolio | 0.021 | 0.034 | 3/18 | 0.064 | 7/113 | |||||
| Global Real Estate Investment Portfolio | 0.059 | 0.125 | 2/8 | 0.093 | 12/47 | |||||
| International Value Portfolio27 | 0.081 | 0.088 | 10/20 | 0.128 | 18/67 | |||||
| International Growth Portfolio28 | 0.075 | 0.096 | 6/14 | 0.109 | 8/44 | |||||
| Small-Mid Cap Value Portfolio | 0.045 | 0.055 | 6/18 | 0.064 | 17/50 | |||||
| Small-Mid Cap Growth Portfolio | 0.046 | 0.068 | 1/20 | 0.075 | 17/81 |
| 25 | It should be noted that the expansion such Portfolios’ EUs was not requested by the Senior Officer or the Adviser. They requested that only the EGs be expanded. |
| 26 | With respect to the Portfolios’ peers, the total expense ratios of those funds are net of management, transfer agent and distribution fees. |
| 27 | The Portfolio’s EG includes the Portfolio, 11 other International Multi-Cap Value funds (“IMLV”), three International Large-Cap Growth funds (“ILCG”) and five International Large-Cap Core funds (“ILCC”). The Portfolio’s EU includes the Portfolio and all other institutional funds of IMLV, ILCG and ILCC, excluding outliers. |
| 28 | The Portfolio’s EG includes the Portfolio, four other ILCG and nine International Multi-Cap Growth funds (“IMLG”). The Portfolio’s EU includes the Portfolio and all other institutional funds of ILCG and IMLG, excluding outliers. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 209 |
| Portfolio | Expense Ratio (%) | Lipper Exp. Group Median (%)26 | Lipper Group Rank | Lipper Exp. Median (%) | Lipper Universe Rank | |||||
| Global Research Growth Portfolio29 | 0.150 | 0.356 | 1/11 | 0.174 | 12/30 | |||||
| Global Value Portfolio30 | 0.150 | 0.207 | 3/10 | 0.157 | 9/20 |
| III. | COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT. |
The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolios. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. The Adviser used a weighted average of the Adviser’s profitability with respect to the Institutional Clients that are invested in the Pooling Portfolios, in addition to any Portfolio’s specific revenue or expense item, to calculate the Adviser’s profitability. See Section IV for additional discussion.
| IV. | PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES. |
The Pooling Portfolios’ profitability information, prepared by the Adviser for the Board of Trustees, was reviewed by the Senior Officer and the consultant. The Adviser used a weighted average of the Adviser’s profitability with respect to the Institutional Clients that are invested in the Pooling Portfolios, in addition to any Portfolio’s specific revenue or expense item, to calculate the Adviser’s profitability.
Certain of the Portfolios may effect brokerage transactions in the future through the Adviser’s affiliate, Sanford C. Bernstein & Co. LLC, and/or its U.K. based affiliate, Sanford C. Bernstein Ltd., collectively “SCB”, and pay commissions during the Portfolios’ recent fiscal year. The Adviser represents that SCB’s profitability from business conducted with the Portfolios would be comparable
| 26 | With respect to the Portfolios’ peers, the total expense ratios of those funds are net of management, transfer agent and distribution fees. |
| 29 | The Portfolio’s EG includes the Portfolio, four other Global Large-Cap Growth funds (“GLCG”), four Global Multi-Cap Core funds (“GMLC”), and two Global Multi-Cap Growth funds (“GMLG”). The Portfolio’s EU includes the Portfolio and all other institutional funds of GLCG, GMLC and GMLG, excluding outliers. |
| 30 | The Portfolio’s EG includes the Portfolio, four other Global Multi-Cap Value funds (“GMLV”), two Global Large-Cap Value funds (“GLCV”) and three Global Large-Cap Core funds (“GLCC”). The Portfolio’s EU includes the Portfolio and all other institutional funds of GMLV, GLCV and GLCC, excluding outliers. |
| 210 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
to the profitability of SCB’s dealings with other similar third-party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolios. These credits and charges are not being passed on to any SCB client.
| V. | POSSIBLE ECONOMIES OF SCALE |
The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,31 subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.
An independent consultant, retained by the Senior Officer, provided the Board of Trustees an update of the Deli32 study on advisory fees and various fund characteristics. The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Trustees. In this regard, it was noted that the advisory fees of the AllianceBernstein Mutual Funds were generally within the 25th - 75th percentile range of their comparable peers.33 The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant observed that the actual advisory fees of the AllianceBernstein Mutual Funds were generally lower than the fees predicted by the study’s regression model.
| 31 | Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules. |
| 32 | The Deli study was originally published in 2002 based on 1997 data. |
| 33 | The two dimensional analysis also showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 211 |
The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets. The independent consultant observed that the advisory fees of certain AllianceBernstein Mutual Funds were higher than the medians of these select groups of funds.
| VI. | NATURE AND QUALITY OF THE ADVISER’S SERVICES INCLUDING THE PERFORMANCE OF THE PORTFOLIOS. |
With assets under management of $746 billion as of February 29, 2008, the Adviser has the investment experience to manage and provide non-investment services to the Portfolios.
The information in the table below shows the 1 year and since inception34 gross performance returns and rankings of the Portfolios relative to their Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)35 for the periods ended January 31, 2008.36
| Portfolio Return (%) | PG Median (%) | PU Median (%) | PG Rank | PU Rank | ||||||
| U.S. Value Portfolio | ||||||||||
1 year | -7.20 | -6.48 | -6.32 | 11/16 | 55/86 | |||||
Since Inception | 7.55 | 7.46 | 8.39 | 6/12 | 46/63 | |||||
| U.S. Large Cap Growth Portfolio | ||||||||||
1 year | 0.31 | 3.02 | 1.87 | 15/18 | 102/137 | |||||
Since Inception | 7.32 | 7.32 | 7.27 | 8/15 | 52/108 | |||||
| Global Real Estate Investment Portfolio | ||||||||||
1 year | -12.37 | -12.64 | -22.23 | 4/8 | 8/71 | |||||
Since Inception | 15.54 | 16.57 | 10.19 | 4/6 | 5/45 | |||||
| International Value Portfolio | ||||||||||
1 year | -3.34 | -2.23 | -0.13 | 10/12 | 27/33 | |||||
Since Inception | 19.28 | 16.83 | 18.04 | 2/11 | 7/22 |
| 34 | It should be noted that the period that Lipper uses to calculate inception date performance is from the nearest month end after inception date. In contrast to Lipper, the Adviser calculates the Portfolios’ performance using data from the actual inception date. Note that the since inception gross performance returns calculated by Lipper for U.S. Value Portfolio and U.S. Large Cap Growth Portfolio are less than the net performance returns calculated by the Adviser. Normally, gross performance returns are higher than net performance returns. |
| 35 | A Portfolio’s PG and PU may not be identical to its respective EG and EU. The criteria for including and excluding a fund in a PG or PU is somewhat different from that of an EG or EU. |
| 36 | The performance returns of the Portfolios’ peers are also adjusted for expenses (gross up). |
| 212 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
| Portfolio Return (%) | PG Median (%) | PU Median (%) | PG Rank | PU Rank | ||||||
| International Growth Portfolio | ||||||||||
1 year | 7.22 | 1.56 | 6.75 | 2/5 | 6/14 | |||||
Since Inception | 16.76 | 17.23 | 19.61 | 4/5 | 10/11 | |||||
| Small-Mid Cap Value Portfolio | ||||||||||
1 year | -2.52 | -3.70 | -4.87 | 8/18 | 22/60 | |||||
Since Inception | 8.30 | 10.07 | 9.04 | 11/14 | 26/40 | |||||
| Small-Mid Cap Growth Portfolio | ||||||||||
1 year | 3.69 | 4.23 | 3.30 | 11/20 | 50/109 | |||||
Since Inception | 13.68 | 10.57 | 10.79 | 6/17 | 18/83 | |||||
| Global Research Growth Portfolio | ||||||||||
1 year | 2.63 | 5.42 | 2.92 | 4/5 | 13/20 | |||||
Since Inception | 10.02 | 10.39 | 10.18 | 5/5 | 11/17 | |||||
| Global Value Portfolio | ||||||||||
1 year | -4.68 | -4.68 | -4.68 | 3/5 | 3/5 | |||||
Since Inception | 7.43 | 10.61 | 10.61 | 4/4 | 4/4 |
Set forth below are the 1 year and since inception net performance returns of the Portfolios (in bold) versus their benchmarks.37
| Periods Ending January 31, 2008 Annualized Performance (%) | ||||
| 1 Year | Since Inception | |||
| U.S. Value Portfolio | -7.22 | 7.58 | ||
| Russell 1000 Value Index | -5.38 | 8.61 | ||
| U.S. Large Cap Growth Portfolio | 0.29 | 7.74 | ||
| Russell 1000 Growth Index | 0.51 | 7.04 | ||
| Global Real Estate Investment Portfolio | -12.43 | 15.28 | ||
| FTSE / NAREIT Equity Index | -15.01 | 15.14 | ||
| International Value Portfolio | -3.41 | 18.82 | ||
| MSCI EAFE Value Index | 0.22 | 15.86 | ||
| International Growth Portfolio | 7.14 | 16.16 | ||
| MSCI EAFE Growth Index | 4.90 | 16.42 | ||
| Small-Mid Cap Value Portfolio | -2.56 | 8.13 | ||
| Russell 2500 Value Index | -12.53 | 6.23 | ||
| 37 | The Adviser provided Portfolio and benchmark performance return information for periods through January 31, 2008. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 213 |
| Periods Ending January 31, 2008 Annualized Performance (%) | ||||
| 1 Year | Since Inception | |||
| Small-Mid Cap Growth Portfolio | 3.64 | 13.60 | ||
| Russell 2500 Growth Index | -4.55 | 8.43 | ||
| Global Research Growth Portfolio | 2.47 | 7.88 | ||
| MSCI World Index (Net) | -0.47 | 7.65 | ||
| Global Value Portfolio | -4.83 | 5.66 | ||
| MSCI World Index (Net) | -0.47 | 7.65 | ||
CONCLUSION:
Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fees for the Portfolios are reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolios is based on an evaluation of all of these factors and no single factor was dispositive.
Dated: June 5, 2008
| 214 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
ALLIANCEBERNSTEIN FAMILY OF FUNDS
Wealth Strategies Funds
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
Blended Style Funds
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
Growth Funds
Domestic
Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
Small/Mid Cap Growth Fund*
Global & International
Global Growth Fund*
Global Thematic Growth Fund*
Greater China ‘97 Fund
International Growth Fund
Value Funds
Domestic
Balanced Shares
Focused Growth & Income Fund
Growth & Income Fund
Small/Mid Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Real Estate Investment Fund
Global Value Fund
International Value Fund
Taxable Bond Funds
Diversified Yield Fund
Global Bond Fund
High Income Fund
Intermediate Bond Portfolio
Short Duration Portfolio
Municipal Bond Funds
National | Minnesota |
Intermediate Municipal Bond Funds
Intermediate California
Intermediate Diversified
Intermediate New York
Closed-End Funds
AllianceBernstein Global High Income Fund
AllianceBernstein Income Fund
AllianceBernstein National Municipal Income Fund
ACM Managed Dollar Income Fund
Alliance California Municipal Income Fund
Alliance New York Municipal Income Fund
The Spain Fund
Retirement Strategies Funds
2000 Retirement Strategy | 2020 Retirement Strategy | 2040 Retirement Strategy | ||
2005 Retirement Strategy | 2025 Retirement Strategy | 2045 Retirement Strategy | ||
2010 Retirement Strategy | 2030 Retirement Strategy | 2050 Retirement Strategy | ||
2015 Retirement Strategy | 2035 Retirement Strategy | 2055 Retirement Strategy |
We also offer Exchange Reserves,** which serves as the money market fund exchange vehicle for the AllianceBernstein mutual funds.
You should consider the investment objectives, risks, charges and expenses of any AllianceBernstein fund/portfolio carefully before investing. For free copies of our prospectuses, which contain this and other information, visit us online at www.alliancebernstein.com or contact your financial advisor. Please read the prospectus carefully before investing.
| * | Prior to November 3, 2008, Small/Mid Cap Growth Fund was named Mid-Cap Growth Fund, Global Growth Fund was named Global Research Growth Fund, and Global Thematic Growth Fund was named Global Technology Fund. Prior to December 1, 2008, National II was named Insured National. |
| ** | An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. |
| ALLIANCEBERNSTEIN POOLING PORTFOLIOS • | 215 |
AllianceBernstein Family of Funds
NOTES
| 216 | • ALLIANCEBERNSTEIN POOLING PORTFOLIOS |
ALLIANCEBERNSTEIN POOLING PORTFOLIOS
1345 Avenue of the Americas
New York, NY 10105
800.221.5672
| POOL-0152-0209 |  | |
| ITEM 2. | CODE OF ETHICS. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable to the registrant.
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the registrant.
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable to the registrant.
| ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable to the registrant.
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.
| ITEM 11. | CONTROLS AND PROCEDURES. |
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.
(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| ITEM 12. | EXHIBITS. |
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. | DESCRIPTION OF EXHIBIT | |
12 (b) (1) | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12 (b) (2) | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12 (c) | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): The AllianceBernstein Pooling Portfolios
| By: | /s/ Robert M. Keith | |
| Robert M. Keith | ||
| President |
Date: April 24, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Robert M. Keith | |
| Robert M. Keith | ||
| President |
Date: April 24, 2009
| By: | /s/ Joseph J. Mantineo | |
| Joseph J. Mantineo | ||
| Treasurer and Chief Financial Officer |
Date: April 24, 2009