AB Discovery Growth Fund, Inc. - (CHCLX) N-CSRS Certified semi-annual shareholder report (management investment company)

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: 811-00204

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND, INC.

(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: July 31, 2012

Date of reporting period: January 31, 2012

ITEM 1. REPORTS TO STOCKHOLDERS.

SEMI-ANNUAL REPORT

AllianceBernstein Small/Mid Cap Growth Fund

January 31, 2012

Semi-Annual Report

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

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 website at www.alliancebernstein.com, or go to the Securities and Exchange Commission’s (the “Commission”) website 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 website 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 publishes full portfolio holdings for the Fund monthly at www.alliancebernstein.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

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

March 22, 2012

Semi-Annual Report

This report provides management’s discussion of fund performance for AllianceBernstein Small/Mid Cap Growth Fund (the “Fund”) for the semi-annual reporting period ended January 31, 2012.

Investment Objective and Policies

The Fund’s investment objective is long-term growth of capital. The Fund invests primarily in a diversified portfolio of equity securities with relatively smaller capitalizations as compared to the overall U.S. market. Under normal circumstances, the Fund invests at least 80% of its net assets in the equity securities of small- and mid-capitalization companies. For these purposes, “small- and mid-capitalization companies” are generally those companies that, at the time of investment, fall within the lowest 25% of the total U.S. equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). Because the Fund’s definition of small- and mid-capitalization companies is dynamic, the limits on market capitalization will change with the markets. In the future, the Fund may define small- and mid-capitalization companies using a different classification system.

The Fund may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Fund’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Fund may invest in foreign

securities. Normally, the Fund invests in approximately 60-120 companies broadly diversified by sector.

The Fund invests principally in equity securities but may also invest in other types of securities, such as preferred stocks. The Fund may also invest in exchange-traded funds (“ETFs”), reverse repurchase agreements and up to 20% of its total assets in rights and warrants. The Fund may use derivatives, such as options on securities and index options, to manage risk and to seek to generate additional returns.

Investment Results

The table on page 4 shows the Fund’s performance compared with its benchmark, the Russell 2500 Growth Index for the six- and 12-month periods ended January 31, 2012.

The Fund outperformed its benchmark for both the six- and 12-month periods, before sales charges. The outperformance was driven by the Small/Mid Cap Investment Team’s (the “Team’s”) preference for companies with superior earnings growth, favorable earnings revisions and positive earnings surprise that were rewarded during the last 12 months. For both periods, stock selection was consistently strong and contributed positively in every sector except for financials and healthcare, which detracted. Sector allocations did not have a meaningful impact on relative returns in either period.

The Fund did not utilize leverage or derivatives during the six- or 12-month periods ended January 31, 2012.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 1

Market Review and Investment Strategy

Macro-driven volatility drove equity returns during the 12-month period. The first-half gains in 2011 were followed by a plunge in equity prices in the third quarter, as the U.S. budget ceiling debate loomed large and fears grew that the worsening European sovereign debt crisis would spread beyond the euro region. Buoyed by better-than-expected U.S. economic data, and tentative hopes that the euro-area crisis could be contained, small- and mid-cap growth stocks rebounded strongly in the last several months of the 12-month period.

The Team continues to build the Fund from the bottom up with company-focused fundamental research. As such, sector allocations which result from

stock selection decisions remain muted compared to the benchmark. As of January 31, 2012, the largest overweight was in the consumer/commercial services sector, while the largest underweight was in the financial sector. Consistent with the Team’s disciplined investment approach, the Fund continues to emphasize the growth attributes the Team seeks to deliver strong returns; in the Team’s view, these attributes are attractively priced. The Fund offers more prospective superior earnings revisions and positive earnings surprise compared to its benchmark. Importantly, given the market backdrop of the past several years—one defined by high stock return correlations and limited fundamental differentiation—these growth attributes continue to trade at historically attractive relative valuations.

2 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

HISTORICAL PERFORMANCE

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. 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 www.alliancebernstein.com.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares; the applicable contingent deferred sales charge for Class B shares (4% year 1, 3% year 2, 2% year 3, 1% year 4); a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

Benchmark Disclosure

The unmanaged Russell 2500™ Growth Index does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2500 Growth Index represents the performance of 2,500 small- to mid-cap growth companies within the U.S. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: Small- and mid-cap stocks are often more volatile than large-cap stocks—smaller companies generally face higher risks due to their limited product lines, markets and financial resources.

Capitalization Size Risk: Small- and mid-cap stocks are often more volatile than large-cap stocks—smaller companies generally face higher risks due to their limited product lines, markets and financial resources.

Foreign (Non-U.S.) Risk: Non-U.S. securities may be more volatile because of political, regulatory, market and economic uncertainties associated with such securities. Fluctuations in currency exchange rates may negatively affect the value of the investment or reduce returns. These risks are magnified in emerging or developing markets.

Derivatives Risk: Investing in derivative instruments such as options, futures, forwards or swaps can be riskier than traditional investments, and may be more volatile, especially in a down market.

These risks are fully discussed in the Fund’s prospectus.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 3

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

THE FUND VS. ITS BENCHMARK PERIODS ENDED JANUARY 31, 2012	NAV Returns
	6 Months		12 Months
AllianceBernstein Small/Mid Cap Growth Fund*
Class A		2.88%		9.34%
Class B**		2.41%		8.28%
Class C		2.40%		8.47%
Advisor Class†		2.92%		9.47%
Class R†		2.63%		8.85%
Class K†		2.73%		9.18%
Class I†		2.95%		9.58%
Russell 2500 Growth Index		0.04%		4.83%
*    Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended January 31, 2012 by 0.01% and 0.02%, respectively. **  Effective January 31, 2009, Class B Shares are no longer available for purchase to new investors. Please see Note A for additional information. †      Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds.

See Historical Performance and Benchmark disclosures on page 3.

(Historical Performance continued on next page)

4 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2012
	NAV Returns			SEC Returns
Class A Shares
1 Year		9.34	%		4.62	%
5 Years		5.41	%		4.48	%
10 Years		7.41	%		6.95	%
Class B Shares
1 Year		8.28	%		4.28	%
5 Years		4.50	%		4.50	%
10 Years(a)		6.67	%		6.67	%
Class C Shares
1 Year		8.47	%		7.47	%
5 Years		4.58	%		4.58	%
10 Years		6.54	%		6.54	%
Advisor Class Shares†
1 Year		9.47	%		9.47	%
5 Years		5.64	%		5.64	%
10 Years		7.62	%		7.62	%
Class R Shares†
1 Year		8.85	%		8.85	%
5 Year		5.11	%		5.11	%
Since Inception*		6.10	%		6.10	%
Class K Shares†
1 Year		9.18	%		9.18	%
5 Year		5.42	%		5.42	%
Since Inception*		6.40	%		6.40	%
Class I Shares†
1 Year		9.58	%		9.58	%
5 Year		5.82	%		5.82	%
Since Inception*		6.81	%		6.81	%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.24%, 2.10%, 2.03%, 0.99%, 1.61%, 1.29% and 0.95% for Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

^(a) Assumes conversion of Class B shares into Class A shares after eight years.

^† These share classes are offered at net asset value (NAV) to eligible investors and their SEC returns are the same as the NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds. The inception date for Class R, Class K, and Class I shares is listed below.

* Inception date: 3/1/05.

See Historical Performance disclosures on page 3.

(Historical Performance continued on next page)

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 5

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS (WITH ANY APPLICABLE SALES CHARGES) AS OF THE MOST RECENT CALENDAR QUARTER-END (DECEMBER 31, 2011)
	SEC Returns
Class A Shares
1 Year		-0.79	%
5 Years		3.16	%
10 Years		5.33	%
Class B Shares
1 Year		-1.17	%
5 Years		3.19	%
10 Years(a)		5.06	%
Class C Shares
1 Year		1.83	%
5 Years		3.23	%
10 Years		4.93	%
Advisor Class Shares†
1 Year		3.83	%
5 Years		4.27	%
10 Years		6.03	%
Class R Shares†
1 Year		3.20	%
5 Years		3.72	%
Since Inception*		4.95	%
Class K Shares†
1 Year		3.47	%
5 Years		4.03	%
Since Inception*		5.24	%
Class I Shares†
1 Year		4.03	%
5 Years		4.47	%
Since Inception*		5.67	%

^(a)  Assumes conversion of Class B shares into Class A shares after eight years.

^†  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Funds. The inception date for Class R, Class K, and Class I shares is listed below.

* Inception date: 3/1/05.

See Historical Performance disclosures on page 3.

6 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Historical Performance

FUND EXPENSES

(unaudited)

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 table below provides information about actual account values and actual expenses. You may use the information, 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 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 table below also 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 hypothetical example 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 August 1, 2011		Ending Account Value January 31, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,028.80	$	6.12		1.20	%
Hypothetical**	$	1,000	$	1,019.10	$	6.09		1.20	%
Class B
Actual	$	1,000	$	1,024.10	$	10.63		2.09	%
Hypothetical**	$	1,000	$	1,014.63	$	10.58		2.09	%
Class C
Actual	$	1,000	$	1,024.00	$	10.12		1.99	%
Hypothetical**	$	1,000	$	1,015.13	$	10.08		1.99	%
Advisor Class
Actual	$	1,000	$	1,029.20	$	5.00		0.98	%
Hypothetical**	$	1,000	$	1,020.21	$	4.98		0.98	%
Class R
Actual	$	1,000	$	1,026.30	$	8.10		1.59	%
Hypothetical**	$	1,000	$	1,017.14	$	8.06		1.59	%
Class K
Actual	$	1,000	$	1,027.30	$	6.52		1.28	%
Hypothetical**	$	1,000	$	1,018.70	$	6.50		1.28	%
Class I
Actual	$	1,000	$	1,029.50	$	4.34		0.85	%
Hypothetical**	$	1,000	$	1,020.86	$	4.32		0.85	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

** Assumes 5% return before expenses.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 7

Fund Expenses

PORTFOLIO SUMMARY

January 31, 2012 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $665.3

TEN LARGEST HOLDINGS^**

January 31, 2012 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
Solutia, Inc.	$	12,849,650		1.9	%
Joy Global, Inc.		12,131,601		1.8
Dick’s Sporting Goods, Inc.		12,081,536		1.8
Mednax, Inc.		11,717,969		1.8
AMETEK, Inc.		11,644,720		1.8
United Rentals, Inc.		11,477,201		1.7
MSC Industrial Direct Co., Inc. – Class A		11,366,510		1.7
Cadence Design Systems, Inc.		11,225,808		1.7
Tractor Supply Co.		10,909,604		1.7
Panera Bread Co. – Class A		10,722,923		1.6
	$	116,127,522		17.5	%

* All data are as of January 31, 2012. The Fund’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

** Long-term investments.

Please note: The Fund’s sector breakdown is classified in the above pie chart and throughout this report according to the Russell sector classification scheme. The Russell Sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on Russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

8 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Portfolio Summary and Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

January 31, 2012 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 97.4%
Producer Durables – 21.8%
Back Office Support, HR & Consulting – 3.1%
CoStar Group, Inc.(a)		169,470	$	9,603,865
Robert Half International, Inc.		385,350		10,670,341
				20,274,206
Commercial Services: Rental & Leasing – 1.7%
United Rentals, Inc.(a)(b)		300,136		11,477,201
International Trade & Diversified Logistics – 1.7%
MSC Industrial Direct Co., Inc. – Class A		149,520		11,366,510
Machinery: Industrial – 5.7%
Actuant Corp. – Class A		278,000		7,047,300
Gardner Denver, Inc.		134,320		10,020,272
Joy Global, Inc.		133,770		12,131,601
Middleby Corp.(a)		93,010		8,942,912
				38,142,085
Machinery: Tools – 1.3%
Lincoln Electric Holdings, Inc.		201,038		8,634,582
Railroads – 1.3%
Genesee & Wyoming, Inc. – Class A(a)		141,300		8,774,730
Scientific Instruments: Control & Filter – 2.5%
IDEX Corp.		241,020		9,766,130
Robbins & Myers, Inc.		143,657		6,975,984
				16,742,114
Scientific Instruments: Electrical – 1.8%
AMETEK, Inc.		247,760		11,644,720
Shipping – 1.6%
Kirby Corp.(a)		156,622		10,457,651
Transportation Miscellaneous – 1.1%
Expeditors International of Washington, Inc.		163,890		7,317,689
				144,831,488
Consumer Discretionary – 18.4%
Advertising Agencies – 1.1%
National CineMedia, Inc.		541,270		7,372,097
Auto Parts – 1.6%
LKQ Corp.(a)		318,230		10,374,298
Diversified Retail – 1.5%
Dollar Tree, Inc.(a)		118,980		10,090,694

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 9

Portfolio of Investments

Company	Shares		U.S. $ Value
Hotel/Motel – 2.6%
Orient-Express Hotels Ltd. – Class A(a)		828,720	$	7,010,971
Wyndham Worldwide Corp.		249,020		9,901,035
				16,912,006
Household Furnishings – 1.5%
Tempur-Pedic International, Inc.(a)		153,640		10,249,324
Leisure Time – 0.6%
HomeAway, Inc.(a)(b)		151,650		4,100,616
Radio & TV Broadcasters – 1.0%
Pandora Media, Inc.(a)		494,509		6,522,574
Restaurants – 1.6%
Panera Bread Co. – Class A(a)		72,330		10,722,923
Specialty Retail – 5.9%
CarMax, Inc.(a)		232,830		7,085,017
Dick’s Sporting Goods, Inc.		293,170		12,081,536
Tractor Supply Co.		135,070		10,909,604
Ulta Salon Cosmetics & Fragrance, Inc.(a)		117,380		8,946,703
				39,022,860
Textiles, Apparel & Shoes – 1.0%
Deckers Outdoor Corp.(a)		84,570		6,837,485
				122,204,877
Technology – 17.8%
Communications Technology – 0.7%
ADTRAN, Inc.		134,556		4,659,674
Computer Services, Software & Systems – 10.8%
ANSYS, Inc.(a)		137,980		8,346,410
Aspen Technology, Inc.(a)		479,358		8,633,238
Cadence Design Systems, Inc.(a)		1,063,050		11,225,808
Fortinet, Inc.(a)		266,769		6,085,001
Informatica Corp.(a)		84,940		3,592,962
MICROS Systems, Inc.(a)		192,210		9,554,759
Red Hat, Inc.(a)		99,650		4,620,770
SolarWinds, Inc.(a)		208,260		6,583,099
TIBCO Software, Inc.(a)		249,600		6,507,072
VeriFone Systems, Inc.(a)		159,577		6,813,938
				71,963,057
Production Technology Equipment – 1.1%
Teradyne, Inc.(a)		453,080		7,407,858
Semiconductors & Component – 5.2%
Fairchild Semiconductor International, Inc.(a)		474,613		6,635,090
Hittite Microwave Corp.(a)		79,940		4,398,299
International Rectifier Corp.(a)		210,120		4,790,736

10 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Portfolio of Investments

Company	Shares		U.S. $ Value
LSI Corp.(a)		1,067,189	$	8,078,621
ON Semiconductor Corp.(a)		541,480		4,710,876
Skyworks Solutions, Inc.(a)		272,280		5,875,802
				34,489,424
				118,520,013
Health Care – 16.5%
Biotechnology – 2.5%
Alexion Pharmaceuticals, Inc.(a)		74,420		5,712,479
Amarin Corp. PLC (ADR)(a)(b)		520,400		4,246,464
Ariad Pharmaceuticals, Inc.(a)		270,621		3,991,660
AVEO Pharmaceuticals, Inc.(a)		214,467		2,826,675
				16,777,278
Health Care Management Services – 4.5%
AMERIGROUP Corp.(a)		152,420		10,366,084
Catalyst Health Solutions, Inc.(a)		181,190		9,921,965
Centene Corp.(a)		211,920		9,578,784
				29,866,833
Health Care Services – 4.5%
HMS Holdings Corp.(a)		277,740		9,168,198
Mednax, Inc.(a)		164,532		11,717,969
SXC Health Solutions Corp.(a)		143,371		9,040,975
				29,927,142
Medical & Dental Instruments & Supplies – 1.1%
Volcano Corp.(a)		246,930		6,926,386
Medical Equipment – 1.7%
NxStage Medical, Inc.(a)		316,700		5,681,598
Sirona Dental Systems, Inc.(a)		119,991		5,801,565
				11,483,163
Pharmaceuticals – 2.2%
Akorn, Inc.(a)		497,738		5,704,077
BioMarin Pharmaceutical, Inc.(a)		162,650		5,801,726
Ironwood Pharmaceuticals, Inc.(a)		225,490		3,382,350
				14,888,153
				109,868,955
Energy – 8.3%
Oil Well Equipment & Services – 4.9%
FMC Technologies, Inc.(a)		166,140		8,491,416
Nabors Industries Ltd.(a)		376,770		7,015,457
Oceaneering International, Inc.		162,040		7,873,524
Oil States International, Inc.(a)		113,870		9,074,300
				32,454,697
Oil: Crude Producers – 3.4%
Cabot Oil & Gas Corp.		205,250		6,547,475
Concho Resources, Inc.(a)		63,370		6,759,044
Range Resources Corp.		52,840		3,039,357

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 11

Portfolio of Investments

Company	Shares		U.S. $ Value
SM Energy Co.		89,683	$	6,509,192
				22,855,068
				55,309,765
Financial Services – 6.6%
Asset Management & Custodian – 1.2%
Affiliated Managers Group, Inc.(a)		78,100	$	7,849,831
Banks: Diversified – 2.0%
Iberiabank Corp.		123,229		6,442,412
Signature Bank/New York NY(a)		116,080		6,750,052
				13,192,464
Diversified Financial Services – 2.1%
Lazard Ltd. – Class A		251,780		7,231,121
Stifel Financial Corp.(a)		199,394		7,190,148
				14,421,269
Financial Data & Systems – 1.3%
Alliance Data Systems Corp.(a)(b)		76,940		8,524,952
				43,988,516
Materials & Processing – 5.5%
Building Materials – 1.0%
Simpson Manufacturing Co., Inc.		202,366		6,552,611
Chemicals: Diversified – 1.9%
Solutia, Inc.(a)		467,260		12,849,650
Diversified Materials & Processing – 1.4%
Hexcel Corp.(a)		366,600		9,190,662
Metal Fabricating – 1.2%
Valmont Industries, Inc.		73,265		7,686,231
				36,279,154
Utilities – 1.6%
Utilities: Telecommunications – 1.6%
tw telecom, Inc.(a)		520,674		10,491,581
Consumer Staples – 0.9%
Beverage: Soft Drinks – 0.9%
Green Mountain Coffee Roasters, Inc.(a)(b)		116,471		6,212,563
Total Common Stocks (cost $526,820,836)				647,706,912
SHORT-TERM INVESTMENTS – 3.3%
Investment Companies – 3.3%
AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.10%(c) (cost $22,198,584)		22,198,584		22,198,584
Total Investments Before Security Lending Collateral for Securities Loaned – 100.7% (cost $549,019,420)				669,905,496

12 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Portfolio of Investments

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 3.4%
Investment Companies – 3.4%
AllianceBernstein Exchange Reserves – Class I, 0.19%(c) (cost $22,349,802)		22,349,802	$	22,349,802
Total Investments – 104.1% (cost $571,369,222)				692,255,298
Other assets less liabilities – (4.1)%				(26,973,305	)
Net Assets – 100.0%			$	665,281,993

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 13

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

January 31, 2012 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $526,820,836)	$	647,706,912	(a)
Affiliated issuers (cost $44,548,386—including investment of cash collateral for securities loaned of $22,349,802)		44,548,386
Cash		48,963
Receivable for investment securities sold		10,483,186
Receivable for capital stock sold		1,034,122
Interest and dividends receivable		142,245
Total assets		703,963,814
Liabilities
Payable for collateral received on securities loaned		22,349,802
Payable for investment securities purchased		14,286,381
Payable for capital stock redeemed		1,239,937
Management fee payable		392,803
Transfer Agent fee payable		128,851
Distribution fee payable		116,941
Administrative fee payable		40,660
Accrued expenses		126,446
Total liabilities		38,681,821
Net Assets	$	665,281,993
Composition of Net Assets
Capital stock, at par	$	986,583
Additional paid-in capital		589,470,938
Accumulated net investment loss		(1,448,596	)
Accumulated net realized loss on investment transactions		(44,613,008	)
Net unrealized appreciation on investments		120,886,076
	$	665,281,993

Net Asset Value Per Share—21 billion shares of capital stock authorized, $.01 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	480,963,768		70,875,627	$	6.79	*
B	$	7,090,437		1,390,236	$	5.10
C	$	21,889,723		4,278,622	$	5.12
Advisor	$	138,815,881		19,693,849	$	7.05
R	$	4,086,778		615,786	$	6.64
K	$	5,364,701		791,173	$	6.78
I	$	7,070,705		1,012,969	$	6.98

(a) Includes securities on loan with a value of $21,572,051 (see Note E).

* The maximum offering price per share for Class A shares was $7.09 which reflects a sales charge of 4.25%.

See notes to financial statements.

14 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended January 31, 2012 (unaudited)

Investment Income
Dividends
Unaffiliated issuers	$	1,346,387
Affiliated issuers		13,176
Securities lending income		754,560	$	2,114,123
Expenses
Management fee (see Note B)		2,186,530
Distribution fee—Class A		504,228
Distribution fee—Class B		37,799
Distribution fee—Class C		97,188
Distribution fee—Class R		8,539
Distribution fee—Class K		5,791
Transfer agency—Class A		319,836
Transfer agency—Class B		9,901
Transfer agency—Class C		16,021
Transfer agency—Advisor Class		84,354
Transfer agency—Class R		4,440
Transfer agency—Class K		4,633
Transfer agency—Class I		627
Custodian		73,648
Registration fees		47,914
Administrative		47,150
Printing		32,214
Directors’ fees		25,780
Legal		24,612
Audit		18,520
Miscellaneous		10,917
Total expenses				3,560,642
Net investment loss				(1,446,519	)
Realized and Unrealized Gain (Loss) on Investment Transactions
Net realized gain on investment transactions				16,618,558
Net change in unrealized appreciation/depreciation of investments				(1,479,782	)
Net gain on investment transactions				15,138,776
Net Increase in Net Assets from Operations			$	13,692,257

See notes to financial statements.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 15

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31, 2011
Increase (Decrease) in Net Assets from Operations
Net investment loss	$	(1,446,519	)	$	(4,619,886	)
Net realized gain on investment transactions		16,618,558			133,228,416
Net change in unrealized appreciation/depreciation of investments		(1,479,782	)		42,917,195
Net increase in net assets from operations		13,692,257			171,525,725
Capital Stock Transactions
Net increase (decrease)		(12,655,980	)		81,372,557
Capital Contributions
Proceeds from third party regulatory settlement (see Note F)		– 0	–		647,440
Total increase		1,036,277			253,545,722
Net Assets
Beginning of period		664,245,716			410,699,994
End of period (including accumulated net investment loss of ($1,448,596) and ($2,077), respectively)	$	665,281,993		$	664,245,716

See notes to financial statements.

16 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

January 31, 2012 (unaudited)

NOTE A

Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Growth Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund offers Class A, Class B, Class C, Advisor Class, Class R, Class K and Class I shares. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B shares are currently sold with a contingent deferred sales charge which declines from 4% to zero depending on the period of time the shares are held. Effective January 31, 2009, sales of Class B shares of the Fund to new investors were suspended. Class B shares will only be issued (i) upon the exchange of Class B shares from another AllianceBernstein Mutual Fund, (ii) for purposes of dividend reinvestment, (iii) through the Fund’s Automatic Investment Program (the “Program”) for accounts that established the Program prior to January 31, 2009, and (iv) for purchases of additional shares by Class B shareholders as of January 31, 2009. The ability to establish a new Program for accounts containing Class B shares was suspended as of January 31, 2009. Class B shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All seven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 Fund.

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 Fund’s Board of Directors.

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

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 17

Notes to Financial Statements

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 last traded price from the previous 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 or over the counter market (“OTC”) put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price); 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; 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, the Manager 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 swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties, which are approved by the Board of Directors. 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 Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish a

18 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes to Financial Statements

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 Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is 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 investments

• 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 Fund’s own assumptions in determining the fair value of investments)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of January 31, 2012:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks*

$

647,706,912

$

– 0

–

$

– 0

–

$

647,706,912

Short-Term Investments

22,198,584

– 0

–

– 0

–

22,198,584

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

22,349,802

– 0

–

– 0

–

22,349,802

Total Investments in Securities

692,255,298

– 0

–

– 0

–

692,255,298

Other Financial Instruments**

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

692,255,298

$

– 0

–

$

– 0

–

$

692,255,298

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

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.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 19

Notes to Financial Statements

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 Fund’s 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 the Fund’s 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 Fund may be subject to taxes imposed by countries in which it invests. 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 U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be 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 Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund 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 Fund amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on 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

20 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes to Financial Statements

in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. 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

Management Fee and Other Transactions with Affiliates

Under the terms of the management agreement, the Fund pays the Manager a fee at an annual rate of .75% on the first $500 million of average daily net assets, .65% on the next $500 million of average daily net assets and .55% on average daily net assets in excess of $1 billion. Such fee is accrued daily and paid monthly.

Pursuant to the management agreement, the Fund may reimburse the Manager for certain legal and accounting services provided to the Fund by the Manager. For the six months ended January 31, 2012, such fee amounted to $47,150.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Manager, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $280,190 for the six months ended January 31, 2012.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Manager, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $3,269 from the sale of Class A shares and received $70,182, $1,175 and $12,296 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B and Class C shares, respectively, for the six months ended January 31, 2012.

The Fund may invest in the AllianceBernstein Fixed-Income Shares, Inc. – Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Manager. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Manager, 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 Fund’s transactions in shares of the Government STIF Portfolio for the six months ended January 31, 2012 is as follows:

Market Value July 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value January 31,  2012 (000)		Dividend Income (000)
$	10,824	$	108,461	$	97,087	$	22,198	$	5

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 21

Notes to Financial Statements

Brokerage commissions paid on investment transactions for the six months ended January 31, 2012 amounted to $501,612, of which $3,607 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Manager.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to both Class B and Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. The Directors currently limit payments under the Class A plan to .23% of the Fund’s average daily net assets attributable to Class A shares. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $5,856,736, $2,528,053, $230,238 and $204,841 for Class B, Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Manager may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended January 31, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	236,004,582		$	254,456,330
U.S. government securities		– 0	–		– 0	–

22 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

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 are as follows:

Gross unrealized appreciation	$	132,052,721
Gross unrealized depreciation		(11,166,645	)
Net unrealized appreciation	$	120,886,076

1. Derivative Financial Instruments

The Fund may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of its portfolio, to replace more traditional direct investments, or to obtain exposure to otherwise inaccessible markets.

The Fund did not engage in derivatives transactions for the six months ended January 31, 2012.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Fund 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 other options. The Fund 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 Fund and do not present attractive investment opportunities. Such transactions may also be used when the Manager believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund 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).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all securities loans will be collateralized continually by cash. The Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not have

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 23

Notes to Financial Statements

the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Fund’s Board of Directors. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At January 31, 2012, the Fund had securities on loan with a value of $21,572,051 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $22,349,802. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Fund earned securities lending income of $754,560 and $8,182 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended January 31, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Fund’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended January 31, 2012 is as follows:

Market Value July 31, 2011 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value January 31,  2012 (000)		Dividend Income (000)
$	– 0	–	$	87,120	$	64,770	$	22,350	$	8

NOTE F

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31, 2011			Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31, 2011
Class A
Shares sold		5,048,794			12,485,706		$	31,340,006		$	79,088,416
Shares converted from Class B		244,033			373,286			1,516,272			2,326,835
Shares redeemed		(9,071,122	)		(13,304,424	)		(54,097,658	)		(81,275,762	)
Net increase (decrease)		(3,778,295	)		(445,432	)	$	(21,241,380	)	$	139,489

24 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes to Financial Statements

	Shares						Amount
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31, 2011			Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31, 2011
Class B
Shares sold		53,546			231,107		$	247,654		$	1,077,285
Shares converted to Class A		(323,957	)		(492,963	)		(1,516,272	)		(2,326,835	)
Shares redeemed		(184,223	)		(513,339	)		(838,933	)		(2,335,191	)
Net decrease		(454,634	)		(775,195	)	$	(2,107,551	)	$	(3,584,741	)
Class C
Shares sold		779,518			2,364,993		$	3,655,237		$	11,685,018
Shares redeemed		(928,435	)		(817,979	)		(4,212,421	)		(3,895,238	)
Net increase (decrease)		(148,917	)		1,547,014		$	(557,184	)	$	7,789,780
Advisor Class
Shares sold		5,940,349			23,565,728		$	38,463,756		$	160,373,733
Shares redeemed		(4,274,791	)		(12,482,554	)		(26,838,395	)		(83,994,700	)
Net increase		1,665,558			11,083,174		$	11,625,361		$	76,379,033
Class R
Shares sold		163,372			312,499		$	989,032		$	1,970,464
Shares redeemed		(190,119	)		(175,449	)		(1,034,575	)		(1,100,330	)
Net increase (decrease)		(26,747	)		137,050		$	(45,543	)	$	870,134
Class K
Shares sold		491,345			1,352,881		$	3,028,496		$	8,206,394
Shares redeemed		(509,847	)		(1,256,976	)		(3,001,860	)		(8,126,916	)
Net increase (decrease)		(18,502	)		95,905		$	26,636		$	79,478
Class I
Shares sold		94,406			106,053		$	599,318		$	702,561
Shares redeemed		(156,981	)		(150,099	)		(955,637	)		(1,003,177	)
Net decrease		(62,575	)		(44,046	)	$	(356,319	)	$	(300,616	)

For the year ended July 31, 2011, the Fund received $647,440 related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading. This amount is presented in the Fund’s statement of changes in net assets. Neither the Fund nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE G

Risks Involved in Investing in the Fund

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-cap companies. Investments in small-cap companies may have additional risks because these companies have limited product lines, markets or financial resources.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 25

Notes to Financial Statements

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 liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Manager, including the Fund, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended January 31, 2012.

NOTE I

Components of Accumulated Earnings (Deficit)

As of July 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(57,126,334	)(a)
Unrealized appreciation/(depreciation)		118,258,549	(b)
Total accumulated earnings/(deficit)	$	61,132,215

(a) On July 31, 2011, the Fund had a net capital loss carryforward of $57,126,334 which expires in the year 2017. During the fiscal year ended July 31, 2011, the Fund utilized $132,366,825 of its capital loss carryforwards to offset current year net realized capital gains.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of partnerships.

26 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Notes to Financial Statements

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

NOTE J

Recent Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) to develop common requirements for measuring fair value and for disclosing information about fair value measurements in U.S. GAAP and International Financial Reporting Standards (“IFRS”). The amendments are intended to improve the comparability of fair value measurements presented and disclosed in the financial statements prepared in accordance with U.S. GAAP and IFRS. The ASU is effective during interim or annual periods beginning after December 15, 2011. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

In December 2011, the FASB issued an ASU related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 27

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  6.60			$  4.62			$  3.72			$  4.79			$  6.22			$  5.60
Income From Investment Operations
Net investment loss(a)		(.02	)		(.05	)		(.04	)		(.03	)		(.05	)		(.05	)
Net realized and unrealized gain (loss) on investment transactions		.21			2.03			.94			(1.04	)		(.52	)		1.25
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.19			1.98			.90			(1.07	)		(.57	)		1.20
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  6.79			$  6.60			$  4.62			$  3.72			$  4.79			$  6.22
Total Return
Total investment return based on net asset value(c)		2.88	%*		42.86	%*		24.19	%*		(22.34	)%*		(11.75	)%*		21.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$480,964			$492,710			$347,184			$320,585			$465,189			$614,019
Ratio to average net assets of:
Expenses		1.20	%(d)		1.24	%(e)		1.33	%(e)		1.38	%		1.23	%		1.20	%(f)
Net investment loss		(.49	)%(d)		(.79	)%(e)		(.85	)%(e)		(.93	)%		(.95	)%		(.89	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

28 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class B
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  4.98			$  3.52			$  2.85			$  3.71			$  5.04			$  4.67
Income From Investment Operations
Net investment loss(a)		(.03	)		(.07	)		(.06	)		(.05	)		(.08	)		(.09	)
Net realized and unrealized gain (loss) on investment transactions		.15			1.53			.73			(.81	)		(.39	)		1.04
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.12			1.46			.67			(.86	)		(.47	)		.95
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  5.10			$  4.98			$  3.52			$  2.85			$  3.71			$  5.04
Total Return
Total investment return based on net asset value(c)		2.41	%*		41.48	%*		23.51	%*		(23.18	)%*		(12.60	)%*		20.68	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$7,090			$9,190			$9,220			$10,493			$20,792			$35,734
Ratio to average net assets of:
Expenses		2.09	%(d)		2.10	%(e)		2.20	%(e)		2.30	%		2.07	%		2.04	%(f)
Net investment loss		(1.38	)%(d)		(1.63	)%(e)		(1.72	)%(e)		(1.86	)%		(1.79	)%		(1.72	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 29

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  5.00			$  3.53			$  2.86			$  3.72			$  5.04			$  4.66
Income From Investment Operations
Net investment loss(a)		(.03	)		(.07	)		(.05	)		(.05	)		(.08	)		(.08	)
Net realized and unrealized gain (loss) on investment transactions		.15			1.54			.72			(.81	)		(.38	)		1.04
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.12			1.47			.67			(.86	)		(.46	)		.96
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  5.12			$  5.00			$  3.53			$  2.86			$  3.72			$  5.04
Total Return
Total investment return based on net asset value(c)		2.40	%*		41.64	%*		23.43	%*		(23.12	)%*		(12.36	)%*		20.94	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$21,890			$22,117			$10,159			$9,623			$14,221			$20,773
Ratio to average net assets of:
Expenses		1.99	%(d)		2.03	%(e)		2.14	%(e)		2.20	%		2.03	%		2.00	%(f)
Net investment loss		(1.29	)%(d)		(1.59	)%(e)		(1.66	)%(e)		(1.75	)%		(1.75	)%		(1.68	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

30 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  6.85			$  4.79			$  3.84			$  4.94			$  6.38			$  5.72
Income From Investment Operations
Net investment loss(a)		(.01	)		(.04	)		(.03	)		(.02	)		(.04	)		(.04	)
Net realized and unrealized gain (loss) on investment transactions		.21			2.10			.98			(1.08	)		(.54	)		1.28
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.20			2.06			.95			(1.10	)		(.58	)		1.24
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  7.05			$  6.85			$  4.79			$  3.84			$  4.94			$  6.38
Total Return
Total investment return based on net asset value(c)		2.92	%*		43.01	%*		24.74	%*		(22.27	)%*		(11.58	)%*		22.03	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$138,816			$123,444			$33,242			$28,862			$45,739			$73,267
Ratio to average net assets of:
Expenses		.98	%(d)		.99	%(e)		1.10	%(e)		1.15	%		1.00	%		.97	%(f)
Net investment loss		(.26	)%(d)		(.56	)%(e)		(.62	)%(e)		(.71	)%		(.72	)%		(.66	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 31

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  6.47			$  4.55			$  3.67			$  4.74			$  6.18			$  5.58
Income From Investment Operations
Net investment loss(a)		(.03	)		(.07	)		(.05	)		(.04	)		(.07	)		(.08	)
Net realized and unrealized gain (loss) on investment transactions		.20			1.99			.93			(1.03	)		(.51	)		1.26
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.17			1.92			.88			(1.07	)		(.58	)		1.18
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  6.64			$  6.47			$  4.55			$  3.67			$  4.74			$  6.18
Total Return
Total investment return based on net asset value(c)		2.63	%*		42.20	%*		23.98	%*		(22.57	)%*		(11.99	)%*		21.48	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,087			$4,156			$2,298			$1,960			$2,900			$3,008
Ratio to average net assets of:
Expenses		1.59	%(d)		1.61	%(e)		1.64	%(e)		1.63	%		1.46	%		1.51	%(f)
Net investment loss		(.88	)%(d)		(1.16	)%(e)		(1.16	)%(e)		(1.18	)%		(1.19	)%		(1.22	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

32 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  6.60			$  4.62			$  3.72			$  4.79			$  6.22			$  5.60
Income From Investment Operations
Net investment loss(a)		(.02	)		(.05	)		(.04	)		(.03	)		(.04	)		(.06	)
Net realized and unrealized gain (loss) on investment transactions		.20			2.03			.94			(1.04	)		(.53	)		1.26
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.18			1.98			.90			(1.07	)		(.57	)		1.20
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  6.78			$  6.60			$  4.62			$  3.72			$  4.79			$  6.22
Total Return
Total investment return based on net asset value(c)		2.73	%*		42.86	%*		24.19	%*		(22.34	)%*		(11.73	)%*		21.78	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$5,364			$5,341			$3,299			$919			$499			$584
Ratio to average net assets of:
Expenses		1.28	%(d)		1.29	%(e)		1.34	%(e)		1.30	%		1.17	%		1.26	%(f)
Net investment loss		(.57	)%(d)		(.85	)%(e)		(.86	)%(e)		(.81	)%		(.73	)%		(.96	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 33

Financial Highlights

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended January 31, 2012 (unaudited)			Year Ended July 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$  6.78			$  4.73			$  3.78			$  4.86			$  6.28			$  5.63
Income From Investment Operations
Net investment loss(a)		(.00	)(b)		(.03	)		(.02	)		(.02	)		(.03	)		(.03	)
Net realized and unrealized gain (loss) on investment transactions		.20			2.08			.97			(1.06	)		(.53	)		1.26
Contributions from Manager		– 0	–		– 0	–		– 0	–		.00	(b)		.00	(b)		– 0	–
Net increase (decrease) in net asset value from operations		.20			2.05			.95			(1.08	)		(.56	)		1.23
Less: Distributions
Distributions from net realized gain on investment transactions		– 0	–		– 0	–		– 0	–		– 0	–		(.86	)		(.58	)
Net asset value, end of period		$  6.98			$  6.78			$  4.73			$  3.78			$  4.86			$  6.28
Total Return
Total investment return based on net asset value(c)		2.95	%*		43.34	%*		25.13	%*		(22.22	)%*		(11.44	)%*		22.23	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$7,071			$7,288			$5,298			$6,035			$11,013			$11,307
Ratio to average net assets of:
Expenses		.85	%(d)		.95	%(e)		.92	%(e)		.93	%		.84	%		.84	%(f)
Net investment loss		(.14	)%(d)		(.49	)%(e)		(.45	)%(e)		(.49	)%		(.57	)%		(.54	)%
Portfolio turnover rate		39	%		90	%		92	%		176	%		129	%		98	%

See footnote summary on page 35.

34 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Financial Highlights

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) 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.

(d) Annualized.

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

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

	Year Ended July 31, 2007
Class A		1.19	%
Class B		2.02	%
Class C		1.98	%
Advisor Class		.96	%
Class R		1.50	%
Class K		1.25	%
Class I		.83	%

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the six months ended January 31, 2012 and years ended July 31, 2011, July 31, 2010, July 31, 2009 and July 31, 2008 by 0.01%, 0.11%, 1.25%, 0.06% and 0.07%, respectively.

See notes to financial statements.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 35

Financial Highlights

BOARD OF DIRECTORS

William H. Foulk, Jr.⁽¹⁾ , Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Bruce K. Aronow⁽²⁾ , Vice President

N. Kumar Kirpalani⁽²⁾, Vice President

Samantha S. Lau⁽²⁾, Vice President

Wen-Tse Tseng⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Stephen M. Woetzel, Controller

Custodian and Accounting Agent State Street Bank and Trust Company One Lincoln Street Boston, MA 02111   Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105   Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036   Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

(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 day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Small/Mid Cap Growth Investment Team. Ms. Lau and Messrs. Aronow, Kirpalani and Tseng are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

36 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

Board of Directors

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 Small/Mid Cap Growth Fund (the “Fund”).^2,3 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, 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 Directors of the Fund 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 Fund which was provided to the Directors 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;

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 agreement, 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 Fund grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Fund.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser

1 It should be noted that the information in the fee summary was completed on April 21, 2011 and discussed with the Board of Directors on May 3-5, 2011.

2 Prior to November 3, 2008, the Fund was known as Mid-Cap Growth Fund, Inc.

3 Future references to the Fund and the Fund do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Fund.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 37

must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arms-length bargaining as the benchmark for reviewing challenged fees.”

FUND ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that the Fund pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement.⁴

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/11 ($MIL)		Fund
Other	75 bp on 1st $500 million 65 bp on next $500 million 55 bp on the balance	$	745.4	Small/Mid Cap Growth Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Fund. During the Fund’s most recently completed fiscal year, the Adviser received $95,987 (0.02% of the Fund’s average daily net assets) for such services.

Set forth below are the Fund’s total expense ratios for the Fund’s most recent semi-annual period:⁵

Fund	Total Expense Ratio As of (01/31/11)6			Fiscal Year End
Small/Mid Cap Growth Fund	Advisor Class A Class B Class C Class R Class K Class I	1.06 1.29 2.15 2.09 1.61 1.31 0.97	%  %  %  %  %  %  %	July 31

4 The Fund’s fee schedule was not amended pursuant to the agreement between the Adviser and the NYAG since its schedule has breakpoints that are lower than the growth fee schedule of the NYAG-related master schedule: 75 bp on 1st $2.5 billion, 65 bp on next $2.5 billion, and 60 bp on the balance.

5 Semi-annual total expense ratios are unaudited.

6 Annualized.

38 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS.

The advisory fees charged to investment companies which 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 the Fund 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 the Fund’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Fund are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Fund’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. 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 a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund 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.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 39

investment style as the Portfolio.⁷ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Fund had the AllianceBernstein Institutional fee schedule been applicable to the Fund versus the Fund’s advisory fee:⁸

Fund	Net Assets 03/31/11 ($MIL)		AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee		Fund Advisory Fee
Small/Mid Cap Growth Fund		$745.4	U.S. SMID Cap Growth 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: $25m		0.577%	0.733%

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 U.S. Small and Mid-Cap Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Fund:

Fund	Fee9
U.S. Small and Mid-Cap Portfolio
Class A		1.60	%
Class I (Institutional)		0.80	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Fund. Also shown is the Fund’s advisory fee and what would have been the effective advisory fee of the Fund had the fee schedule of the sub-advisory relationship been applicable to the Fund based on March 31, 2011 net assets:

Fund		Fee Schedule	Effective Sub-Adv. Fee (%)		Fund Advisory Fee (%)
Small/Mid Cap Growth Fund, Inc.	Client #1	0.36% of average daily net assets		0.360		0.733

7 It should be noted that the Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

8 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.

9 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.

40 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

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 Funds 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.

While it appears that the sub-advisory relationship is paying a lower fee than the Fund, it is difficult to evaluate the relevance of such lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Fund and sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to manage a sub-advisory relationship for a different fee level than it would be willing to managed investment company assets.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Fund with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the Fund’s ranking with respect to the contractual management fee relative to the median of the Fund’s Lipper Expense Group (“EG”)¹¹ at the approximate current asset level of the subject Fund.¹²

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, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

10 It should be noted that the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arms length.” Jones v. Harris at 1429.

11 It should be noted that Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Fund’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Fund, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Fund had the lowest effective fee rate in the Lipper peer group.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 41

Fund	Contractual Management Fee  (%)13		Lipper Exp. Group Median (%)		Rank
Small/Mid Cap Growth Fund		0.733		0.776	4/16

Lipper also compared the Fund’s total expense ratios in comparison to the Fund’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Fund.

Fund	Expense Ratio (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank	Lipper Exp. Universe Median (%)		Lipper Universe Rank
Small/Mid Cap Growth Fund		1.332		1.343	6/16		1.345	26/60

Based on this analysis, the Fund has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT 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 Fund. The Senior Officer has retained an independent 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. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Fund’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s

profitability from providing investment advisory services to the Fund decreased during calendar year 2010, relative to 2009.¹⁶

In addition to the Adviser’s direct profits from managing the Fund, certain of the Adviser’s affiliates have business relationships with the Fund and may earn a profit from providing other services to the Fund. The courts have referred to this

13 The contractual management fee rate would not reflect any expense reimbursement payments made by the Fund to the Adviser for certain clerical, legal, accounting, administrative, and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

16 It should be noted that at the August 2, 2011 meeting, the Adviser presented to the Board revised profitability figures with the respect to the Fund.

42 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Fund and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent, distribution and brokerage related services to the Fund and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Fund’s principal underwriter. ABI and the Adviser have disclosed in the Fund’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Fund. In 2010, ABI paid approximately 0.04% of the average monthly assets of the AllianceBernstein Mutual Funds or approximately $13.8 million for distribution services and educational support (revenue sharing payments).

During the Fund’s most recently completed fiscal year, ABI received from the Fund $3,277, $1,023,222 and $6,940 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Fund, are charged on a per account basis, based on the level of service provided and the class of share held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Fund’s most recently completed fiscal year, ABIS received $627,178 in fees from the Fund.¹⁷

The Fund did not effect brokerage transactions and pay commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Fund’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from any future business conducted in the future with the Fund would be comparable to the profitability of SCB’s dealings with other

17 The fees disclosed are net of any expense offsets with ABIS. An expense offset is created by the interest earned on the positive cash balance that occurs within the transfer agent account as there is a one day lag with regards to money movement from the shareholder’s account to the transfer agent’s account and then the transfer agent’s account to the Fund’s account. During the Fund’s most recently completed fiscal year, there were no fees paid by the Fund to ABIS under the offset agreement between the Fund and ABIS.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 43

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 Fund. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Fund and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE.

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ 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.

In February 2008, an independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ 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

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

19 The Deli study was originally published in 2002 based on 1997 data.

20 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arms length. See Jones V. Harris at 1429.

21 The two dimensional analysis 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.

44 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

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.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND.

With assets under management of approximately $477 billion as of March 31, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Fund.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings of the Fund²² relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²³ for the periods ended February 28, 2011.²⁴

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
1 year		52.18		32.18		33.68	1/16	1/68
3 year		8.17		8.65		6.02	10/15	19/65
5 year		4.11		5.90		5.01	9/14	37/60
10 year		5.64		5.32		5.50	4/11	22/46

22 The performance rankings are for the Class A shares of the Fund. It should be noted that the performance returns of the Fund shown were provided by Lipper

23 The Fund’s PG is identical to the Fund’s EG. The Fund’s PU is not identical to the Fund’s EU as the criteria for including/excluding a fund in a PU is somewhat different from that of an EU.

24 Note that the current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 45

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Fund (in bold)²⁵ versus its benchmark.²⁶ Fund and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁷

	Period Ending February 28, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small-Mid Cap Growth Fund, Inc.		52.18		8.17		4.11		5.64		10.30		25.52		0.25		10
Russell 2500 Growth Index28		36.42		7.23		5.51		5.97		N/A		21.91		0.27		10
Inception Date: July 7, 1938

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed fee for the Fund is 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 Fund is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 24, 2011

25 The performance returns and risk measures shown in the table are for the Class A shares of the Fund.

26 The Adviser provided Fund and benchmark performance return information for periods through February 28, 2011.

27 Fund and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be regarded as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be regarded as better performing than a fund with a lower Sharpe Ratio.

28 Prior to November 3, 2008, the Fund’s benchmark was Russell Mid-Cap Growth Index.

46 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

ALLIANCEBERNSTEIN FAMILY OF FUNDS

Wealth Strategies Funds

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

Asset Allocation/Multi-Asset

Dynamic All Market Fund

Emerging Markets Multi-Asset

International Portfolio

Real Asset Strategy

Tax-Managed International Portfolio

Growth Funds

Domestic

Growth Fund

Large Cap Growth Fund

Select U.S. Equity Portfolio

Small Cap Growth Portfolio

Small/Mid Cap Growth Fund

U.S. Strategic Research Portfolio

Global & International

Global Thematic Growth Fund

Greater China ’97 Fund

International Discovery Equity Portfolio

International Focus 40 Portfolio

International Growth Fund

Value Funds

Domestic

Core Opportunities Fund

Equity Income Fund

Growth & Income Fund

Small/Mid Cap Value Fund

Value Fund

Global & International

Global Real Estate Investment Fund

Global Value Fund

International Value Fund

Taxable Bond Funds

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

Unconstrained Bond Fund

Municipal Bond Funds

Arizona California High Income Massachusetts Michigan Minnesota Municipal Bond    Inflation Strategy National New Jersey New York Ohio Pennsylvania Virginia

Intermediate Municipal Bond Funds

Intermediate California

Intermediate Diversified

Intermediate New York

Closed-End Funds

Alliance California Municipal Income Fund

Alliance New York Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

Alternatives

Market Neutral Strategy-Global

Market Neutral Strategy-U.S.

Balanced

Balanced Shares

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.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.alliancebernstein.com or contact your AllianceBernstein investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

** 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 SMALL/MID CAP GROWTH FUND  • 47

AllianceBernstein Family of Funds

NOTES

48 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

NOTES

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 49

NOTES

50 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

NOTES

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND  • 51

NOTES

52 •  ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

ALLIANCEBERNSTEIN SMALL/MID CAP GROWTH FUND

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

SMCG-0152-0112

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-3(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):	AllianceBernstein Small/Mid Cap Growth Fund, Inc.
By:	/s/ Robert M. Keith
	Robert M. Keith President
Date:	March 22, 2012

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:	March 22, 2012

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo Treasurer and Chief Financial Officer
Date:	March 22, 2012