UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
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|_| Soliciting Material Pursuant to Section 240.14a-12
The AllianceBernstein Pooling Portfolios
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
September 22, 2010
Dear Shareholders:
The Board of Trustees (the "Trustees") of The AllianceBernstein Pooling
Portfolios (the "Fund"), is pleased to invite you to an Annual Meeting of
Shareholders (the "Meeting") to be held on November 5, 2010. The accompanying
Notice of Meeting of Shareholders and Proxy Statement present several proposals
to be considered at the Meeting.
At the Meeting, shareholders of each of the portfolios that are separate series
of the Fund (each a "Portfolio" and, collectively, the "Portfolios") will be
asked to elect Trustees for the Fund. The shareholders of the Portfolios are
also being asked to approve certain other proposals, as explained in the
attached Proxy Statement. These proposals include amending the Fund's advisory
agreement, updating the Fund's declaration of trust, and amending or
eliminating fundamental investment policies. We believe that these amendments
will benefit each Portfolio and its shareholders.
The Trustees have concluded that the proposals are in the best interests of the
Fund and the Portfolios and unanimously recommend that you vote "FOR" the
proposals that apply to the Portfolio or Portfolios in which you hold shares.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to vote by proxy. Broadridge Financial Solutions, Inc.
("Broadridge"), a proxy solicitation firm, has been selected to assist
shareholders in the proxy solicitation process. If we have not received your
proxy as the date of the Meeting approaches, you may receive a telephone call
from Broadridge reminding you to authorize the proxy holders to cast your vote.
No matter how many shares you own, your vote is important.
Sincerely,
Robert M. Keith
President
QUESTIONS AND ANSWERS
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PROXY
Q. WHY DID YOU SEND ME THIS BOOKLET?
A. This booklet contains the Notice of Annual Meeting of Shareholders (the
"Notice") and Proxy Statement that provides you with information you
should review before voting on the proposals that will be presented at the
Annual Meeting of Shareholders (the "Meeting") for The AllianceBernstein
Pooling Portfolios (the "Fund") with respect to the portfolios that are
each a series of the Fund (each, a "Portfolio and, collectively, the
"Portfolios"). You are receiving these proxy materials because you own
shares of a Portfolio's stock. As a shareholder, you have the right to
vote for the election of Trustees of the Fund and on the various proposals
concerning your investment in a Portfolio.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Trustees of the Fund (the "Board") is asking you to vote at
the Meeting. All Portfolio shareholders will be asked to vote on all
proposals except as discussed in the Proxy Statement. The proposals are as
follows:
o Election of Trustees for the Fund;
o Amendment of the advisory agreement for the Portfolios;
o Amendment of the Fund's Agreement and Declaration of Trust; and
o Amendment or elimination of certain fundamental policies.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote FOR each of the nominees and FOR all
proposals.
Q. WHO IS ELIGIBLE TO VOTE?
A. Shareholders of record at the close of business on September 9, 2010 (the
"Record Date") are entitled to vote at the Meeting or any adjournment or
postponement of the Meeting. You will be entitled to vote only on those
proposals that apply to the Portfolio of which you were a shareholder on
the Record Date. If you owned shares on the Record Date, you have the
right to vote even if you later redeemed the shares.
Q. WHAT ROLE DOES THE BOARD PLAY?
A. The business and affairs of each Portfolio are managed under the direction
of the Board. Each of the Trustees has an obligation to act in what he or
she believes to be the best interests of a Portfolio, including approving
and recommending the proposals in the Proxy Statement. The background of
each nominee for Trustee is described in the Proxy Statement.
Q. WHY IS THE BOARD PROPOSING TO AMEND THE ADVISORY AGREEMENT OF THE
PORTFOLIOS OTHER THAN VOLATILITY MANAGEMENT PORTFOLIO?
A. This proposed amendment relates to the reimbursement to the Adviser of its
costs of providing certain administrative services to the Portfolios at
the request of the Portfolios. The standard advisory agreement for the
AllianceBernstein Funds provides for the reimbursement to the Adviser
of these costs. The Portfolios' agreement, except for the Volatility
Management Portfolio, does not include this provision. We are proposing
to amend the agreement to provide for the reimbursement to the Adviser of
these costs.
Q. WHY IS THE BOARD PROPOSING THE AMENDMENT OF THE DECLARATION OF TRUST OF
THE FUND?
A. The Fund is organized as a Massachusetts Business Trust under the laws of
The Commonwealth of Massachusetts. Currently, the Declaration of Trust of
the Fund requires a shareholder vote to amend the Declaration, except in
certain limited situations. We are proposing to amend the Declaration to
provide the Trustees with broad authority to amend the Declaration without
a vote of shareholders. By allowing future amendments of the Declaration
without shareholder approval, this proposal removes limits on the
Trustees' authority to take actions that would benefit the Portfolios. In
connection with this proposal, the Trustees approved an amendment
to the Declaration to change the quorum requirements for shareholder
meetings. This amendment will take effect if shareholders approve the
proposal.
Q. WHY IS THE BOARD PROPOSING TO AMEND OR ELIMINATE CERTAIN OF THE
PORTFOLIOS' FUNDAMENTAL INVESTMENT POLICIES?
A. Certain policies are required by the federal law applicable to mutual
funds to be fundamental, meaning they cannot be changed without a
shareholder vote. We are proposing to update and standardize the
Portfolios' fundamental policies. The revised fundamental policies are not
expected to change the way the Portfolios are managed.
Q. HOW CAN I AUTHORIZE PROXIES TO CAST MY VOTES?
A. Please follow the voting instructions included on the enclosed proxy card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise (i) by giving
written notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, (ii) by authorizing a later-dated
proxy (either by signing and submitting another proxy card or by calling
(866) 451-3783) or (iii) by personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. Please call (866) 451-3783 if you have questions.
[LOGO]
ALLIANCEBERNSTEIN (R)
The AllianceBernstein Pooling Portfolios
- AllianceBernstein Bond Inflation Protection Portfolio
- AllianceBernstein Global Real Estate Investment Portfolio
- AllianceBernstein High-Yield Portfolio
- AllianceBernstein Intermediate Duration Bond Portfolio
- AllianceBernstein International Growth Portfolio
- AllianceBernstein International Value Portfolio
- AllianceBernstein Short Duration Bond Portfolio
- AllianceBernstein Small-Mid Cap Growth Portfolio
- AllianceBernstein Small-Mid Cap Value Portfolio
- AllianceBernstein U.S. Large Cap Growth Portfolio
- AllianceBernstein U.S. Value Portfolio
- AllianceBernstein Volatility Management Portfolio
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR NOVEMBER 5, 2010
To the Shareholders of the series of The AllianceBernstein Pooling Portfolios
(the "Fund"):
Notice is hereby given that an Annual Meeting of Shareholders (the "Meeting") of
the series of the Fund (each, a "Portfolio", and, collectively, the
"Portfolios"), will be held at the offices of the Portfolios, 1345 Avenue of the
Americas, 41st Floor, New York, New York 10105, on November 5, 2010, at 3:00
p.m., Eastern Time, to consider and vote on the following proposals, all of
which are more fully described in the accompanying Proxy Statement dated
September 22, 2010:
1. The election of Trustees for the Fund, each such Trustee to serve for a
term of indefinite duration and until his or her successor is duly elected
and qualifies.
2. The amendment of the Advisory Agreement for the Portfolios other than the
Volatility Management Portfolio.
3. The amendment of the Fund's Agreement and Declaration of Trust.
4. The amendment or elimination of certain fundamental policies of the
Portfolios.
5. To transact such other business as may properly come before the Meeting
and any adjournments or postponements thereof.
Any shareholder of record of a Portfolio at the close of business on September
9, 2010 is entitled to notice of, and to vote at, the Meeting or any
postponement or adjournment thereof. THE ENCLOSED PROXY IS BEING SOLICITED ON
BEHALF OF THE BOARD OF TRUSTEES.
By Order of the Board of Trustees,
Emilie D. Wrapp
Secretary
New York, New York
September 22, 2010
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YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN AND
DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. YOU MAY ALSO, BY TELEPHONE OR THROUGH THE INTERNET,
AUTHORIZE PROXIES TO CAST YOUR VOTES. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS
ON THE ENCLOSED PROXY CARD. YOUR VOTE IS VERY IMPORTANT NO MATTER HOW MANY
SHARES YOU OWN. PLEASE MARK AND MAIL YOUR PROXY PROMPTLY IN ORDER TO SAVE THE
PORTFOLIOS ANY ADDITIONAL COST OF FURTHER PROXY SOLICITATION AND IN ORDER FOR
THE MEETING TO BE HELD AS SCHEDULED.
- --------------------------------------------------------------------------------
AllianceBernstein (R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
TABLE OF CONTENTS
TABLE OF CONTENTS
- -----------------
Introduction......................................................... 1
Proposal One: Election of Trustees................................... 2
Proposal Two: Amendment of Advisory Agreement........................10
Proposal Three: Amendment of Agreement and Declaration of Trust......11
Proposal Four: Amendment or Elimination of Fundamental
Investment Policies..................................................13
Independent Registered Public Accounting Firms.......................18
Proxy Voting and Shareholder Meeting.................................21
Officers of the Trust................................................22
Information as to the Investment Adviser, Administrator, and
Distributor of the Funds............................................23
Other Matters........................................................23
Stock Ownership......................................................23
Submission of Proposals for the Next Meeting of
Shareholders.........................................................23
Reports to Shareholders..............................................23
Appendix A: Outstanding Voting Shares...............................A-1
Appendix B: Additional Information Regarding Trustees...............B-1
Appendix C: Stock Ownership.........................................C-1
APPENDIX D: Letter From Independent Registered Public
Accounting Firm.....................................................D-1
PROXY STATEMENT
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The AllianceBernstein Pooling Portfolios
- AllianceBernstein Bond Inflation Protection Portfolio
- AllianceBernstein Global Real Estate Investment Portfolio
- AllianceBernstein High-Yield Portfolio
- AllianceBernstein Intermediate Duration Bond Portfolio
- AllianceBernstein International Growth Portfolio
- AllianceBernstein International Value Portfolio
- AllianceBernstein Short Duration Bond Portfolio
- AllianceBernstein Small-Mid Cap Growth Portfolio
- AllianceBernstein Small-Mid Cap Value Portfolio
- AllianceBernstein U.S. Large Cap Growth Portfolio
- AllianceBernstein U.S. Value Portfolio
- AllianceBernstein Volatility Management Portfolio
1345 Avenue of The Americas
New York, New York 10105
___________________
ANNUAL MEETING OF SHAREHOLDERS
November 5, 2010
___________________
INTRODUCTION
This is a combined Proxy Statement for the portfolios of The AllianceBernstein
Pooling Portfolios (the "Fund") listed above (each a "Portfolio", and
collectively, the "Portfolios"). The Fund's Board of Trustees (the "Board") is
soliciting proxies for an Annual Meeting of Shareholders of the Fund (the
"Meeting") to consider and vote on proposals that are being recommended by the
Board with respect to the Portfolios.
The Board is sending you this Proxy Statement to ask for your vote on several
proposals affecting your Portfolio. The Fund will hold the Meeting at the
offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York
10105, on November 5, 2010 at 3:00 p.m., Eastern Time. The solicitation will be
made primarily by mail and may also be made by telephone or through the
Internet. AllianceBernstein L.P. is the investment adviser to the Portfolios
(the "Adviser"). The Notice of Annual Meeting of Shareholders, Proxy Statement,
and Proxy Card are being mailed to shareholders on or about September 22, 2010.
Any shareholder who owned shares of a Portfolio at the close of business on
September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at,
the Meeting and any postponement or adjournment thereof. Each share is entitled
to one vote.
Important Notice Regarding Availability Of Proxy Materials For The Shareholders'
Meeting To Be Held on Friday, November 5, 2010. This Proxy Statement is
Available on the Internet At www.alliancebernstein.com/abfundsproxy.
Part I - Overview of Proposals
- ------------------------------
As a shareholder of one or more of the Portfolios, you are being asked to
consider and vote on a number of proposals. Each proposal applies to all of the
Portfolios (except as otherwise noted) and is as follows:
1. To approve the election of the Trustees.
2. To approve the amendment of the Portfolios' Advisory
Agreement, except for Volatility Management Portfolio, to permit
reimbursement to the Adviser of certain administrative expenses.
3. To approve amendments to the Fund's Declaration of Trust.
4. To approve the amendment or elimination of the Portfolios'
fundamental investment restrictions.
Part II - Discussion of Each Proposal
- -------------------------------------
PROPOSAL ONE
ELECTION OF TRUSTEES
At the Meeting, shareholders will vote on the election of Trustees of the
Fund. Each Trustee elected at the Meeting will serve for a term of indefinite
duration and until his or her successor is duly elected and qualifies. The
following individuals have been nominated for election as a Trustee for the
Fund. It is the intention of the persons named as proxies in the accompanying
Proxy Card to vote in favor of the nominees named below for election as a
Trustee of the Fund.
Mr. John H. Dobkin
Mr. Michael J. Downey
Mr. William H. Foulk, Jr.
Mr. D. James Guzy
Ms. Nancy P. Jacklin
Mr. Robert M. Keith
Mr. Garry L. Moody
Mr. Marshall C. Turner, Jr.
Mr. Earl D. Weiner
Each nominee has consented to serve as Trustee. The Board knows of no
reason why any of the nominees would be unable to serve, but in the event any
nominee is unable to serve, or for good cause will not serve, the proxies
received indicating a vote in favor of such nominee will be voted for a
substitute nominee as the Board may recommend.
Certain information concerning the nominees for Trustees is set forth
below.
Number of Other
Portfolios Public
in Company
Alliance- Directorships
Principal Bernstein Held by
Occupation(s) Fund Trustee
During Complex During the
Name, Address* Years of Past 5 Years Overseen by Past
and Age Service** or Longer by Trustee 5 Years
- --------------- ---------- ------------------------ ----------- -------------
INDEPENDENT TRUSTEES
Chairman of the Board
William H. Foulk, Jr., #, 5 Investment Adviser and an 96 None
## Independent Consultant since
78 prior to 2005. Previously, he
was Senior Manager of Barrett
Associates, Inc., a registered
investment adviser. He was
formerly Deputy Comptroller
and Chief Investment Officer
of the State of New York and,
prior thereto, Chief
Investment Officer of the New
York Bank for Savings. He has
served as a director or trustee
of various AllianceBernstein
Funds since 1983 and has been
Chairman of the
AllianceBernstein Funds and of
the Independent Directors
Committee of such Funds since
2003.
John H. Dobkin, # 5 Independent Consultant since 94 None
68 prior to 2005. Formerly,
President of Save Venice, Inc.
(preservation organization)
from 2001-2002; Senior Advisor
from June 1999-June 2000 and
President of Historic Hudson
Valley (historic preservation)
from December 1989 - May 1999.
Previously, Director of the
National Academy of Design. He
has served as a director or
trustee of various
AllianceBernstein Funds since
1992.
Michael J. Downey, # 5 Private Investor since prior 94 Asia Pacific Fund,
66 to 2005. Formerly, managing Inc. and The
partner of Lexington Capital, Merger Fund since
LLC (investment advisory firm) prior to 2005 and
from December 1997 until Prospect
December 2003. From 1987 Acquisition Corp.
until 1993, Chairman and CEO (financial
of Prudential Mutual Fund services) since
Management, director of the 2007 until 2009
Prudential Mutual funds, and
member of the Executive
Committee of Prudential
Securities Inc. He has served
as a director or trustee of
the AllianceBernstein Funds
since 2005.
D. James Guzy, # 5 Chairman of the Board of PLX 94 Cirrus Logic
74 Technology (semi-conductors) Corporation
and of SRC Computers Inc., (semi-conductors)
with which he has been and PLX
associated since prior to Technology, Inc.
2005. He was a Director of Intel (semi-conductors)
Corporation (semi-conductors) since prior to
from 1969 until 2008, and 2005, and Intel
served as Chairman of the Corporation
Finance Committee of such (semi-conductors)
company for several years since prior to
until May 2008. He has served 2005 until 2008
as a director or trustee of
one or more of the
AllianceBernstein Funds
since 1982.
Nancy P. Jacklin, # 4 Professorial Lecturer at the 94 None
62 Johns Hopkins School of
Advanced International Studies
since 2008. Formerly, U.S.
Executive Director of the
International Monetary Fund
(December 2002-May 2006);
Partner, Clifford Chance
(1992-2002); Sector Counsel,
International Banking and
Finance, and Associate General
Counsel, Citicorp
(1985-1992); Assistant General
Counsel (International),
Federal Reserve Board of
Governors (1982-1985); and
Attorney Advisor, U.S.
Department of the Treasury
(1973-1982). Member of the
Bar of the District of
Columbia and of New York; and
member of the Council on
Foreign Relations. She has
served as a director or
trustee of the
AllianceBernstein Funds since
2006.
Garry L. Moody, # 2 Independent Consultant. 91 None
58 Formerly, Partner, Deloitte &
Touche LLP (1995-2008) where
he held a number of senior
positions, including
Vice Chairman, and U.S. and
Global Investment Management
Practice Managing Partner;
President, Fidelity Accounting
and Custody Services Company
(1993-1995); and Partner,
Ernst & Young LLP (1975-1993),
where he served as the
National Director of Mutual
Fund Tax Services. He has served
as a director or trustee,
and as Chairman of the Audit
Committee, of most of the
AllianceBernstein Funds since
2008.
Marshall C. Turner, Jr., # 5 Private Investor since prior 94 Xilinx, Inc.
68 to 2005. Interim CEO of MEMC (programmable
Electronic Materials, Inc. logic
(semi-conductor and solar cell semi-conductors)
substrates) from November 2008 and MEMC
until March 2009. He was Electronic
Chairman and CEO of Dupont Materials, Inc.
Photomasks, Inc. (components (semi-conductor
of semi-conductor and solar cell
manufacturing), 2003-2005, and substrates) since
President and CEO, 2005-2006, prior to 2005
after the company was acquired
and renamed Toppan Photomasks,
Inc. He has served
as a director or trustee of
one or more of the
AllianceBernstein Funds since
1992.
Earl D. Weiner, # 3 Of Counsel, and Partner prior 94 None
71 to January 2007, of the law
firm Sullivan & Cromwell LLP
and member of ABA Federal
Regulation of Securities
Committee Task Force to draft
editions of the Fund
Director's Guidebook. He has
served as a director or
trustee of the
AllianceBernstein Funds since
2007 and is Chairman of the
Governance and Nominating
Committees of most of the
Funds.
INTERESTED TRUSTEE
Robert M. Keith,+,++ None Senior Vice President of 6 None
1345 Avenue of the AllianceBernstein L.P. (the
Americas "Adviser")*** and head of
New York, NY 10105 AllianceBernstein Investments
50 Inc. ("ABI")*** since July
2008; Director of ABI and
President of the
AllianceBernstein Mutual
Funds. Previously, he served
as Executive Managing Director
of ABI from December 2006 to
June 2008. Prior to joining
ABI in 2006, Executive
Managing Director of Bernstein
Global Wealth Management, and
prior thereto, Senior Managing
Director and Global Head of
Client Service and Sales of
the Adviser's institutional
investment management business
since 2004. Prior thereto,
Managing Director and Head of
North American Client Service
and Sales in the Adviser's
institutional investment
management business, with
which he had been associated
since prior to 2004.
* The address for each of the Fund's Independent Trustees is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** "Years of Service" refers to the total number of years served as a
Trustee.
*** The Adviser and ABI are affiliates of each Portfolio.
# Member of the Audit Committee, the Governance and Nominating Committee,
and the Independent Directors Committee of the Fund.
## Member of the Fair Value Pricing Committee.
+ Mr. Keith will become a Trustee of the Fund if elected at the Meeting.
++ Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the
Investment Company Act of 1940, of the Fund due to his position as an
Senior Vice President of the Adviser.
The business and affairs of the Portfolios are managed under the direction
of the Fund's Board. Trustees who are not "interested persons" of the Fund as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), are
referred to as "Independent Trustees", and Trustees who are "interested persons"
of the Fund are referred to as "Interested Trustees". Certain information
concerning the Fund's governance structure and each Trustee is set forth below.
Experience, Skills, Attributes, and Qualifications of the Fund's Trustees.
The Governance and Nominating Committee of the Board, which is composed of
Independent Trustees, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Trustees for re-election by shareholders at any annual or special meeting of
shareholders. In evaluating a candidate for nomination or election as a Trustee
the Governance and Nominating Committee takes into account the contribution that
the candidate would be expected to make to the diverse mix of experience,
qualifications, attributes and skills that the Governance and Nominating
Committee believes contributes to good governance for the Fund. Additional
information concerning the Governance and Nominating Committee's consideration
of nominees appears in the description of the Committee below.
The Board believes that, collectively, the Trustees have balanced and
diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of shareholders. The Board has concluded that, based on each Trustee's
experience, qualifications, attributes or skills on an individual basis and in
combination with those of the other Trustees, each Trustee is qualified and
should continue to serve as such.
In determining that a particular Trustee was and continues to be qualified
to serve as a Trustee, the Board has considered a variety of criteria, none of
which, in isolation, was controlling. In addition, the Board has taken into
account the actual service and commitment of each Trustee during his or her
tenure (including the Trustee's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Trustee, which in each case led to the Board's
conclusion that the Trustee should serve (or continue to serve) as a trustee of
the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Trustees are their
ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Trustees), to interact
effectively with the Adviser, other service providers, counsel and the Fund's
independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Trustees. In addition to
his or her service as a Trustee of the Fund and other AllianceBernstein Funds as
noted in the table above: Mr. Dobkin has experience as an executive of a number
of organizations and served as Chairman of the Audit Committee of many of the
AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in the
investment advisory business including as Chairman and Chief Executive Officer
of a large fund complex and as director of a number of non-AllianceBernstein
funds and as Chairman of a non-AllianceBernstein closed-end fund; Mr. Foulk has
experience in the investment advisory and securities businesses, including as
Deputy Controller and Chief Investment Officer of the State of New York (where
his responsibilities included bond issuances, cash management and oversight of
the New York Common Retirement Fund), has served as Chairman of the
AllianceBernstein Funds and of the Independent Directors Committee since 2003,
and is active in a number of mutual fund related organizations and committees;
Mr. Guzy has experience as a corporate director including as Chairman of a
public company and Chairman of the Finance Committee of a large public
technology company; Ms. Jacklin has experience as a financial services regulator
including as U.S. Executive Director of the International Monetary Fund, which
is responsible for ensuring the stability of the international monetary system,
and as a financial services lawyer in private practice; Mr. Keith has experience
as an executive of the Adviser with responsibility for, among other things, the
AllianceBernstein Funds; Mr. Moody has experience as a certified public
accountant including experience as Vice Chairman and U.S. and Global Investment
Management Practice Partner for a major accounting firm, is a member of the
governing council of an organization of independent directors of mutual funds,
and has served as Chairman of the Audit Committee of most of the
AllianceBernstein Funds since 2008; Mr. Turner has experience as a director
(including Chairman and Chief Executive Officer of a number of companies) and as
a venture capital investor including prior service as general partner of three
institutional venture capital partnerships; and Mr. Weiner has experience as a
securities lawyer whose practice includes registered investment companies and as
Chairman, director or trustee of a number of boards, and has served as Chairman
of the Governance and Nominating Committee of most of the AllianceBernstein
Funds. The disclosure herein of a director's experience, qualifications,
attributes and skills does not impose on any such director any duties,
obligations, or liability that are greater than the duties, obligations, and
liability imposed on such director as a member of the Board and any committee
thereof in the absence of such experience, qualifications, attributes and
skills.
Board Structure and Oversight Function. The Board is responsible for
oversight of the Fund. The Fund has engaged the Adviser to manage the Portfolios
on a day-to-day basis. The Board is responsible for overseeing the Adviser and
the Fund's other service providers in the operations of the Portfolios in
accordance with each Portfolio's investment objective and policies and otherwise
in accordance with its prospectus, the requirements of the 1940 Act and other
applicable Federal, state and other securities and other laws, and the Fund's
declaration of trust and bylaws. The Board meets in-person at regularly
scheduled meetings eight times throughout the year. In addition, the Trustees
may meet in-person or by telephone at special meetings or on an informal basis
at other times. The Independent Trustees also regularly meet without the
presence of any representatives of management. As described below, the Board has
established four standing committees - the Audit, Governance and Nominating,
Independent Directors, and Fair Valuation Committees - and may establish ad hoc
committees or working groups from time to time, to assist the Board in
fulfilling its oversight responsibilities. Each committee is composed
exclusively of Independent Trustees. The responsibilities of each committee,
including its oversight responsibilities, are described further below. The
Independent Trustees have also engaged independent legal counsel, and may from
time to time engage consultants and other advisors, to assist them in performing
their oversight responsibilities.
An Independent Trustee serves as Chairman of the Board. The Chairman's
duties include setting the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, meeting with management between
Board meetings, and facilitating communication and coordination between the
Independent Trustees and management. The Trustees have determined that the
Board's leadership by an Independent Trustee and its committees composed
exclusively of Independent Trustees is appropriate because they believe it sets
the proper tone to the relationships between the Fund, on the one hand, and the
Adviser and other service providers, on the other, and facilitates the exercise
of the Board's independent judgment in evaluating and managing the
relationships. In addition, the Fund is required to have an Independent Trustee
as Chairman pursuant to certain 2003 regulatory settlements involving the
Adviser.
Risk Oversight. The Portfolios are subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with
respect to a Portfolio resides with the Adviser or other service providers
(depending on the nature of the risk), subject to supervision by the Adviser.
The Board has charged the Adviser and its affiliates with (i) identifying events
or circumstances the occurrence of which could have demonstrable and material
adverse effects on a Portfolio; (ii) to the extent appropriate, reasonable or
practicable, implementing processes and controls reasonably designed to lessen
the possibility that such events or circumstances occur or to mitigate the
effects of such events or circumstances if they do occur; and (iii) creating and
maintaining a system designed to evaluate continuously, and to revise as
appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of the Board's general oversight of a
Portfolio's investment program and operations and is addressed as part of
various regular Board and committee activities. A Portfolio's investment
management and business affairs are carried out by or through the Adviser and
other service providers. Each of these persons has an independent interest in
risk management but the policies and the methods by which one or more risk
management functions are carried out may differ from a Portfolio's and each
other's in the setting of priorities, the resources available or the
effectiveness of relevant controls. Oversight of risk management is provided by
the Board and the Audit Committee. The Trustees regularly receive reports from,
among others, management (including the Global Heads of Investment Risk and
Trading Risk of the Adviser), the Fund's Senior Officer (who is also the
Fund's chief compliance officer), its independent registered public
accounting firm, counsel, and internal auditors for the Adviser, as appropriate,
regarding risks faced by a Portfolio and the Adviser's risk management programs.
Not all risks that may affect a Portfolio can be identified, nor can
controls be developed to eliminate or mitigate their occurrence or effects. It
may not be practical or cost-effective to eliminate or mitigate certain risks,
the processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
a Portfolio or the Adviser, its affiliates or other service providers. Moreover,
it is necessary to bear certain risks (such as investment-related risks) to
achieve a Portfolio's goals. As a result of the foregoing and other factors a
Portfolio's ability to manage risk is subject to substantial limitations.
As of September 2, 2010, to the knowledge of management, the Trustees and
officers of the Fund, both individually and as a group, owned less than 1% of
the shares of any Portfolio. Additional information related to the equity
ownership of the Trustees in each of the Portfolios and the compensation they
received from the Fund is presented in Appendix B. During each Portfolio's
most recently completed fiscal year, the Fund's Trustees as a group did not
engage in the purchase or sale of more than 1% of any class of securities of the
Adviser or of any of its parents or subsidiaries.
During its fiscal year ended in 2009, the Board met eight times. Each
Trustee attended at least 75% of the total number of meetings of the Board held
during the fiscal year and, if a member, at least 75% of the total number of
meetings of the committees held during the period for which he or she served.
The Fund does not have a policy that requires a Trustee to attend annual
meetings of shareholders but the Fund encourages such attendance.
The Fund's Board has four standing committees: an Audit Committee, a
Governance and Nominating Committee, an Independent Directors Committee, and a
Fair Value Pricing Committee. The members of the Committees are identified above
in the table listing the Trustees. The function of the Audit Committee is to
assist the Board in its oversight of a Portfolio's financial reporting process.
The Audit Committee of the Fund met two times during the Fund's most recently
completed fiscal year.
The Governance and Nominating Committee of the Fund met five times during
the Fund's most recently completed fiscal year. The Fund's Board has adopted a
charter for its Governance and Nominating Committee, which is available at
www.alliancebernstein.com (click on AllianceBernstein Mutual Fund Investors then
US then Investment Products/Mutual Funds). Pursuant to the charter of the
Governance and Nominating Committee, the Committee assists the Board in carrying
out its responsibilities with respect to governance of a Portfolio and
identifies, evaluates and selects and nominates candidates for the Board. The
Committee may also set standards or qualifications for Trustees and reviews at
least annually the performance of each Trustee, taking into account factors such
as attendance at meetings, adherence to Board policies, preparation for and
participation at meetings, commitment and contribution to the overall work of
the Board and its committees, and whether there are health or other reasons that
might affect the Trustee's ability to perform his or her duties. The Committee
may consider candidates as Trustees submitted by the Fund's current Board
members, officers, investment adviser, shareholders and other appropriate
sources.
The Governance and Nominating Committee will consider candidates submitted
by a shareholder or group of shareholders who have beneficially owned at least
5% of a Portfolio's outstanding common stock or shares of beneficial interest
for at least two years prior to the time of submission and who timely provide
specified information about the candidates and the nominating shareholder or
group. To be timely for consideration by the Committee, the submission,
including all required information, must be submitted in writing to the
attention of the Secretary at the principal executive offices of the Fund not
less than 120 days before the date of the proxy statement for the previous
year's annual meeting of shareholders or, if an annual meeting was not held in
the previous year, all required information must be received within a reasonable
amount of time before the Fund begins to print and mail its proxy materials. The
Committee will consider only one candidate submitted by such a shareholder or
group for nomination for election at an annual meeting of shareholders. The
Committee will not consider self-nominated candidates.
The Governance and Nominating Committee will consider and evaluate
candidates submitted by shareholders on the basis of the same criteria as those
used to consider and evaluate candidates submitted from other sources. These
criteria include the candidate's relevant knowledge, experience, and expertise,
the candidate's ability to carry out his or her duties in the best interests of
the Fund and the candidate's ability to qualify as an Independent Trustee. When
assessing a candidate for nomination, the Committee considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees and will contribute to the diversity of
the Board.
The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by a Portfolio made under unique or highly
unusual circumstances not previously addressed by the Adviser's Valuation
Committee that would result in a change in the Portfolio's net asset value
("NAV") by more than $0.01 per share. The Fair Value Pricing Committee did not
meet during the Fund's most recently completed fiscal year.
The function of the Independent Directors Committee is to consider and
take action on matters that the Board or Committee believes should be addressed
in executive session of the Independent Trustees, such as review and approval of
the Advisory, Distribution, and Transfer Agency Agreements. The Independent
Directors Committee met eight during the Fund's most recently completed fiscal
year.
The Board has adopted a process for shareholders to send communications to
the Board. To communicate with the Board or an individual Trustee of the Fund, a
shareholder must send a written communication to the Fund's principal office at
the address listed in the Notice of Annual Meeting of Shareholders accompanying
this Proxy Statement, addressed to the Board of the Fund or the individual
Trustee. All shareholder communications received in accordance with this process
will be forwarded to the Board or the individual Trustee to whom or to which the
communication is addressed.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES TO SERVE AS A TRUSTEE OF THE FUND. THE ELECTION OF EACH NOMINEE AS
TRUSTEE REQUIRES THE AFFIRMATIVE VOTE OF A PLURALITY OF THE VOTES CAST.
PROPOSAL TWO
THE AMENDMENT TO ADVISORY AGREEMENT TO PERMIT
REIMBURSEMENT TO THE ADVISER OF CERTAIN ADMINISTRATIVE EXPENSES
All Portfolios except Volatility Management Portfolio
The Board considered and approved the Adviser's recommendation that the
advisory agreement of the Fund with respect to each Portfolio except the
Volatility Management Portfolio (the "Advisory Agreement") be amended. The
standard advisory agreement between the Adviser and most other AllianceBernstein
Funds includes an investment advisory fee and also provides for the
reimbursement to the Adviser of the costs of certain non-advisory services that
the Adviser provides to the AllianceBernstein Funds at the request of the Funds.
These reimbursable costs are for personnel performing certain administrative
services for the Funds, including clerical, accounting, legal and other services
("administrative services expenses"). With the exception of the Volatility
Management Portfolio, the Advisory Agreement does not provide for reimbursement
of the administrative services expenses that are provided to each of the
Portfolios as do the standard advisory agreements. The Advisory Agreement was
initially approved by the Trustees on February 8, 2005.
The proposed amendment would add a provision to the Advisory Agreement
authorizing reimbursement to the Adviser of the administrative services
expenses. The Adviser's employees provide the same type of administrative
services to the Portfolios as they do for other AllianceBernstein Funds, but,
under the Advisory Agreement, the Adviser receives no reimbursement for these
administrative services expenses. Reimbursement of expenses for administrative
services is a common arrangement in the fund industry. The reimbursement
obligation may be included in an advisory agreement or in a separate agreement.
The Trustees concurred with the Adviser that the same type of reimbursement
arrangement for administrative services expenses should apply to the Portfolios
as applies to other AllianceBernstein Funds. The Trustees concluded that the
proposed amendment was appropriate because it would permit the Adviser to be
reimbursed for its cost of providing non-advisory services that benefit the
Portfolios. Implementation of the reimbursement provision for a Portfolio will
be subject to the approval of the Trustees.
The following table shows for the fiscal year (August 31, 2009) to date
period ended July 31, 2010 each Portfolio's current expense ratio and the effect
of the proposed amendment, if approved by shareholders, on each Portfolio's
expense ratio to three decimal points:
Expense ratio Expense ratio
without including
Portfolio reimbursement reimbursement
---------- -------------- --------------
AllianceBernstein U.S. Value Portfolio 0.014% 0.016%
AllianceBernstein U.S. Large Cap Growth Portfolio 0.014% 0.016%
AllianceBernstein Global Real Estate Investment Portfolio 0.036% 0.041%
AllianceBernstein International Value Portfolio 0.036% 0.040%
AllianceBernstein International Growth Portfolio 0.033% 0.037%
AllianceBernstein Short Duration Bond Portfolio 0.145% 0.149%
AllianceBernstein Intermediate Duration Bond Portfolio 0.169% 0.173%
AllianceBernstein Bond Inflation Protection Portfolio 0.059% 0.066%
AllianceBernstein High-Yield Portfolio 0.056% 0.068%
AllianceBernstein Small-Mid Cap Value Portfolio 0.040% 0.047%
AllianceBernstein Small-Mid Cap Growth Portfolio 0.037% 0.045%
As the table indicates, the effect of the proposed amendment on the
Portfolios' expense ratios is modest at current asset levels.
The Trustees agreed with the Adviser's recommendation that it would be
appropriate for the Advisory Agreement to be amended because it would apply the
same provisions to the Portfolios relating to administrative services expenses
as those included in the advisory agreements for most other AllianceBernstein
Funds. All other provisions of the Advisory Agreement would remain the same
except for certain minor conforming amendments. We are requesting a shareholder
vote because the amendment would result in an increase, as reflected above, in
the compensation paid to the Adviser under the Advisory Agreement.
Approval of Proposal Two requires the affirmative vote of the shareholders of a
"majority of the outstanding voting securities," of each Portfolio, as defined
in the 1940 Act, which means the lesser of (i) 67% or more of the voting
securities of the Portfolio present or represented by proxy if the holders of
more than 50% of the Portfolio's outstanding voting securities are present or
represented by proxy, or (ii) more than 50% of the outstanding voting securities
of the Portfolio ("1940 Act Majority Vote"). The Board, including the
Independent Trustees, of the Fund unanimously recommends that the shareholders
of each Portfolio vote FOR Proposal Two.
PROPOSAL THREE
AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST AND ACCOMPANYING BOARD ACTION
A. Amendment of Declaration
The Fund is organized as a Massachusetts Business Trust ("MBT") and
operates pursuant to an Agreement and Declaration of Trust (the "Declaration").
The Board considered and approved the Adviser's recommendation to amend the
Declaration. A shareholder vote is required to amend the existing Declaration
under certain circumstances. The proposed amendment to the Declaration (the
"Amendment") would provide the Trustees with broad authority to amend the
Declaration without a vote of shareholders. The proposed Amendment to the
Declaration is set forth below:
The Trustees may by vote of a majority of the Trustees then in
office amend or otherwise supplement the Declaration by making an
amendment, a Declaration supplemental hereto or an amended and
restated Declaration.
The Amendment would replace Article VIII, Section 8 in the Declaration.
By allowing future amendments of the Declaration without shareholder
approval, the Amendment would remove limits on the Trustees' authority to take
actions that they believe would be in the best interest of the Fund. The
Amendment gives the Trustees the necessary authority and flexibility to react
quickly to changes in legal and regulatory conditions without the cost and delay
of a shareholder meeting when the Trustees determine that the action is in the
best interests of the Fund.
The Fund is subject to comprehensive regulation under the 1940 Act and
Massachusetts law and the Board would still be required to submit a future
amendment to the Declaration to a vote of the Fund's shareholders if applicable
law were to require such a vote. Currently, Massachusetts law does not require a
shareholder vote on amendments to a declaration of trust unless the declaration
otherwise provides. In addition, Rule 17a-18 under the 1940 Act requires a
shareholder vote for combinations of affiliated funds where material changes to
a fund's fundamental policies, advisory agreement, board of directors or
distribution plan would result from the combination.
B. Other Amendment
In connection with approval of the Amendment, the Board considered and
approved the Adviser's recommendation to adopt one other amendment to the
Declaration. The amendment will become effective only if shareholders approve
Proposal 3. The Trustees could approve the amendment after the Meeting if
shareholders approve Proposal 3, but we want shareholders to understand the
proposed amendment approved by the Trustees. The amendment is intended to
improve efficient administration of the Portfolios under the Declaration.
The Board considered and approved the Adviser's recommendation to change
the Portfolios' quorum requirements. The Declaration establishes higher quorum
requirements for a shareholder meeting than many of the other AllianceBernstein
Funds. The quorum requirement is 40% of the shares entitled to vote. The higher
quorum requirement may impede the conduct of a shareholder meeting because
action cannot be taken unless a quorum is present. The Board considered and
approved the Adviser's recommendation to amend the quorum requirement to reduce
it to 30% of the shares entitled to vote. A lower quorum will reduce the
likelihood of the expense and delay of adjourning a meeting or resoliciting
shareholders should a quorum not be present in person or by proxy.
Approval of Proposal Three with respect to the Fund requires the affirmative
vote of a majority of the shares of the Fund entitled to vote. The Board,
including the Independent Trustees, of the Fund unanimously recommends that the
shareholders of each Portfolio vote FOR Proposal Three.
PROPOSAL FOUR
AMENDMENT OR ELIMINATION OF FUNDAMENTAL INVESTMENT POLICIES
Under Section 8(b) of the 1940 Act, a Portfolio must disclose whether it
has a policy regarding the following: (1) diversification, as defined in the
1940 Act; (2) borrowing money; (3) issuing senior securities; (4) underwriting
securities issued by other persons; (5) purchasing or selling real estate; (6)
purchasing or selling commodities; (7) making loans to other persons; and (8)
concentrating investments in any particular industry or group of industries (the
"Section 8(b) policies"). Under the 1940 Act, these policies are "fundamental"
and may not be changed without a shareholder vote.
In addition to its Section 8(b) policies, under the 1940 Act a Portfolio
may designate any other of its policies as fundamental policies (the "Other
Fundamental Policies"). The Portfolios' Other Fundamental Policies can be traced
back to state securities law or "blue sky" restrictions that were previously in
effect. The National Securities Markets Improvement Act of 1996 preempted
regulation of mutual fund offerings that required these policies.
The Trustees considered and approved the Adviser's recommendation that the
Portfolios' Section 8(b) policies be replaced with standardized fundamental
policies that are uniform across the AllianceBernstein Funds. The Adviser
recommended and the Board approved less restrictive Section 8(b) policies. If
the Proposals are approved with respect to a Portfolio, only those investment
restrictions that the 1940 Act specifically requires to be fundamental (i.e.,
the Section 8(b) policies), as described in Proposals 4.A. - 4.G. will remain
fundamental investment restrictions of the Portfolios. The Adviser also
recommended and the Board approved the elimination of the Other Fundamental
Policies as discussed below in Proposals 4.H. - 4.I. None of the changes in the
Section 8(b) policies or the Other Fundamental Policies is expected to have a
significant effect on the management of the Portfolios.
Proposal 4.A.
Amendment of Fundamental Policy Regarding Diversification
Proposal:
The Portfolios are diversified as defined in the 1940 Act.
Discussion:
One of the Section 8(b) policies requires a fund to state whether it
is "diversified" as that term is defined in the 1940 Act. Consequently, the
proposed modification is consistent with the 1940 Act, which only requires that
a fund state whether it is diversified. As the term "diversified" is used in the
1940 Act, a diversified fund may not, with respect to 75% of its total assets,
(1) invest more than 5% of its total assets in the securities of one issuer, or
(2) hold more than 10% of the outstanding voting securities of such issuer.
No change is being proposed to the Portfolios' designations as
diversified. Instead, the proposed change would modify the Portfolios'
fundamental investment restrictions regarding their sub-classification under the
1940 Act to rely on the definition of the term "diversified" in the 1940 Act
rather than stating the relevant percentage limitations expressed under current
law as is currently the case. Consequently, without the Fund's Trustees or
shareholders taking further action, this investment restriction would
automatically apply the requirements of "diversification" under the 1940 Act to
the Portfolios.
Proposal 4.B.
Senior Securities and Borrowing Money
Proposal:
The Portfolios may not issue any senior security (as that term is defined
in the 1940 Act) or borrow money, except to the extent permitted by the
1940 Act or the rules and regulations thereunder (as such statute, rules
or regulations may be amended from time to time) or by guidance regarding,
or interpretations of, or exemptive orders under, the 1940 Act or the
rules or regulations thereunder published by appropriate regulatory
authorities.
For the purposes of this restriction, margin and collateral arrangements,
including, for example, with respect to permitted borrowings, options,
futures contracts, options on futures contracts and other derivatives such
as swaps, are not deemed to involve the issuance of a senior security.
Discussion:
Under Section 18(f)(1) of the 1940 Act, an open-end investment company may
not issue senior securities, except that it may borrow from banks, for any
purpose, up to 33 1/3% of its total assets. In addition, under the 1940 Act,
certain types of transactions entered into by a fund, including, among others,
futures contracts, repurchase agreements, short sales, and when-issued and
delayed delivery transactions, may be considered to raise senior security
issues. Currently, under Securities and Exchange Commission ("SEC")
interpretations, these activities are not deemed to be prohibited by Section
18(f)(1) so long as certain coverage requirements designed to protect
shareholders are met. The proposed modification makes it clear that margin and
collateral arrangements are not to be deemed to involve the issuance of a senior
security.
The proposed policy does not change the current policy but clarifies it so
that the Portfolios' policy would automatically conform more closely to the
exact statutory and regulatory requirements regarding borrowing and senior
securities, as they exist from time to time, without incurring the time and
expense of obtaining shareholder approval to change the policy in response to
changes in statutory and regulatory requirements.
Proposal 4.C.
Underwriting Securities
Proposal:
The Portfolios may not act as an underwriter of securities, except that a
Portfolio may acquire restricted securities under circumstances in which,
if such securities were sold, the Portfolio might be deemed to be an
underwriter for purposes of the Securities Act of 1933, as amended.
Discussion:
The purpose of the modification is to clarify that the Portfolios are not
prohibited from acquiring "restricted securities" to the extent such investments
are consistent with a Portfolio's investment objective, even if such investments
may result in the Portfolio technically being considered an underwriter under
the federal securities laws if resold under certain circumstances. The
modification does not change the current policy and is intended to standardize
the policy on underwriting across the AllianceBernstein Funds.
Restricted securities are securities that have not been registered under
the Securities Act of 1933, as amended and are purchased directly from the
issuer or in the secondary market and may not be resold unless registered under
such Act or pursuant to an applicable exemption from such registration.
Restricted securities have historically been considered a subset of illiquid
securities (i.e., securities for which there is no public market). Because the
Portfolios need to maintain a certain amount of liquidity to meet redemption
requests, the Portfolios do not typically hold a significant amount of
restricted or other illiquid securities because of the potential for delays on
resale and uncertainty in valuation. Consequently, revising this fundamental
restriction is not expected to affect the day-to-day management of a Portfolio.
Proposal 4.D.
Concentration
Proposal:
The Portfolios may not concentrate investments in an industry, as
concentration may be defined under the 1940 Act or the rules and
regulations thereunder (as such statute, rules or regulations may be
amended from time to time) or by guidance regarding, interpretations of,
or exemptive orders under, the 1940 Act or the rules or regulations
thereunder published by appropriate regulatory authorities.
Discussion:
While the 1940 Act does not define what constitutes "concentration" in an
industry, the staff of the SEC has taken the position that investment of more
than 25% of a portfolio's total assets in one or more issuers conducting their
principal business activities in the same industry (excluding the U.S.
Government, its agencies or instrumentalities) constitutes concentration. Under
the SEC's guidelines, a fund may select its own industry classification. An
industry classification refers to companies that have economic characteristics
that are not materially different and does not include broad industry sectors
such as the healthcare, technology, utility or real estate industries. The
proposed change would permit investment in an industry up to the prescribed
limits under the 1940 Act and accompanying SEC interpretations, as those limits
are updated from time to time.
Proposal 4.E.
Investments In Real Estate
Proposal:
The Portfolios may not purchase or sell real estate except that they may
dispose of real estate acquired as a result of the ownership of securities
or other instruments. This restriction does not prohibit the Portfolios
from investing in securities or other instruments backed by real estate or
in securities of companies engaged in the real estate business.
Discussion:
The Section 8(b) policies require a fund to state a fundamental policy
regarding the purchase and sale of real estate. Under the Portfolios' current
real estate investment policy, a Portfolio may be restricted in its ability to
purchase and sell real estate even when ownership of the real estate devolves
upon the Portfolio through permissible investments. For instance, it is possible
that a Portfolio could, as a result of an investment in debt securities of a
company that deals in real estate, come to hold an interest in real estate in
the event of a default. The proposed modification changes the Portfolios'
current policy to clarify that a Portfolio may sell real estate when ownership
of real estate results from permissible investments and that a Portfolio may
invest in real estate-related securities and real estate backed securities or
instruments.
Proposal 4.F.
Commodities
Proposal:
The Portfolio may purchase or sell commodities or options thereon except
to the extent permitted by applicable law.
Discussion:
The Portfolios' current fundamental commodities policies prohibit the
purchase or sale of commodities or commodities contracts except for certain
futures and forward contracts on securities, currencies and securities indices
and options thereon. The Portfolios' fundamental commodities policy reflected
legal requirements in effect at the time the current policy was adopted. The
derivatives transactions generally regulated as commodities were futures and
options on futures and options on physical commodities. Swaps were specifically
excluded from regulation.
As part of its recent financial reform initiative, Congress recently
enacted legislation that, among other things, imposes regulation on swaps. As a
result, the current commodities policy, which specifically refers to certain
commodities transactions in which the Portfolios may engage and does not include
swaps, could potentially limit the Portfolios' flexibility to engage in swaps
following the regulations implementing the new legislation. In order to clarify
that the Portfolios may continue to engage in the same derivatives transactions
that they are permitted to engage in today, regardless of whether a governmental
agency may regulate these instruments in the future, the Adviser recommended,
and the Trustees approved, the fundamental policy above.
The proposed fundamental policy would make it clear that the Portfolios
may continue to engage in swaps as well as futures, options on futures, and any
other commodity or commodities contracts. A Portfolio's investments in
commodities will be reflected in investment policies approved by the Trustees
and disclosed in a Portfolio's Prospectus and SAI. The Adviser will continue to
manage the Portfolios under the policies previously approved by the Trustees and
the proposed amendments would not result in a change to a Portfolio's risk
exposure. The amended policy would permit Trustees to modify the Portfolios'
investment policies to reflect changes in statutory and regulatory
requirements without incurring the time and expense of obtaining shareholder
approval to change the policy and avoid issues relating to any future changes in
the regulation of commodities.
Proposal 4.G.
Loans
Proposal:
The Portfolios may not make loans except through (i) the purchase of debt
obligations in accordance with their investment objectives and policies;
(ii) the lending of portfolio securities; (iii) the use of repurchase
agreements; or (iv) the making of loans to affiliated funds as permitted
under the 1940 Act, the rules and regulations thereunder (as such
statutes, rules or regulations may be amended from time to time), or by
guidance regarding, and interpretations of, or exemptive orders under, the
1940 Act.
Discussion:
The proposed change clarifies the Portfolios' ability to engage in
securities lending to the extent permitted by the 1940 Act and the then-current
SEC policy. The SEC staff currently limits loans of a Portfolio's securities to
one-third of the Portfolio's assets, including any collateral received from the
loan, provided that loans are 100% collateralized by cash or cash equivalents.
The Portfolios' current restrictions are consistent with these limitations. In
the future, should the SEC staff modify the requirements governing loans by
mutual funds, under the proposed restriction, each Portfolio would automatically
be able to conform to those new requirements without the need to solicit
shareholder approval. In addition, the proposed change would amend the current
policy to allow the Portfolios to engage in interfund lending as permitted by
the 1940 Act or rules and exemptive orders under the 1940 Act.
Proposal 4.H.
Elimination of Fundamental Policy Prohibiting Pledging,
Hypothecating, Mortgaging, or Otherwise Encumbering Assets
Proposal:
The Portfolios' current fundamental investment policy prohibiting the
pledging, hypothecating, mortgaging, or otherwise encumbering the
Portfolios' assets would be eliminated in its entirety.
Discussion:
In making its recommendation to the Board to eliminate this policy, the
Adviser noted that the prohibition on pledging, hypothecating, mortgaging, or
otherwise encumbering a Portfolio's assets was based on the requirements
formerly imposed by state "blue sky" regulators. This policy is not required to
be a fundamental policy by the 1940 Act. The proposed change would eliminate
this policy in its entirety. As permitted under the current fundamental policy,
the Adviser currently plans, on behalf of a Portfolio, to engage only in
pledging assets as collateral in connection with borrowing money for redemptions
or temporary emergency purposes. The pledging of assets, however, has the risk
that it could decrease the Portfolio's ability to liquidate assets. If the
Portfolio pledged a large portion of its assets, the ability to meet redemption
requests or other obligations could be delayed. In any event, the Portfolio's
current borrowing limits would remain consistent with limits prescribed under
the 1940 Act, which limits any borrowings to 33 1/3% of a Portfolio's total
assets.
Proposal 4.I.
Elimination of The Fundamental Policy Prohibiting
Investments For Purposes of Exercising Control
Proposal:
The Portfolios' fundamental investment policy prohibiting investments made
for purposes of exercising control over, or management of, the issuer
would be eliminated in its entirety.
Discussion:
In making its recommendation to the Board to eliminate this policy, the
Adviser noted that the investment restriction on investing in a security for the
purpose of obtaining or exercising control over, or management of, the issuer
was based on the requirements formerly imposed by state "blue sky" regulators as
a condition to registration. This policy is not required to be a fundamental
policy by the 1940 Act and may be eliminated from the Portfolios' investment
policies. The proposed amendment would not affect the Portfolios' investment
strategies.
Approval of Proposals 4.A. - 4.I. require a 1940 Act Majority Vote with respect
to each Portfolio. The Board, including the Independent Trustees, of the Fund
unanimously recommends that the shareholders of each Portfolio vote FOR
Proposals 4.A. - 4.I.
Part III - Independent Registered Public Accounting Firms
Approval of Independent Registered Public Accounting Firm by Board
The Board of the Fund, including a majority of the Trustees who are not
"interested persons", have appointed Ernst & Young LLP ("E&Y") as the
independent registered public accounting firm for the each of the Portfolio's
current fiscal years. E&Y has represented that it does not have any direct
financial interest or any material indirect financial interest in any of the
Portfolios.
The Audit Committee of the Board of the Fund approved the dismissal of
KPMG LLP as independent registered public accounting firm for each of the
Portfolios (the "Prior Auditor") at a meeting held on March 24, 2010. The Prior
Auditor's reports on the financial statements of the Portfolios for their last
two fiscal years did not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles. During the period the Prior Auditor was engaged, there were no
disagreements with the Prior Auditor on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which would have caused it to make reference to that matter in connection with
its reports for the Portfolios or reportable events as described in paragraph
(v) of Item 304(a)(1) of Regulation S-K. The Portfolios have requested that the
Prior Auditor furnish then with a letter addressed to the SEC stating whether or
not it agrees with the above statements. A copy of the letter is attached as
Appendix D and a similar letter will be filed as Exhibit 77 to the Portfolios'
first Form N-SAR filed following the Prior Auditor's dismissal.
Representatives of E&Y are expected to attend the Meeting, to have the
opportunity to make a statement and to respond to appropriate questions from the
shareholders. Representatives of the Prior Auditor are not expected to attend
the Meeting.
Independent Registered Public Accounting Firm's Fees
The following table sets forth the aggregate fees billed by the
independent registered public accounting firm for the Portfolios' last two
fiscal years (other than the Volatility Management Portfolio, which only
recently commenced operations and has not yet completed a fiscal year) for
professional services rendered for: (i) the audit of the Portfolios' annual
financial statements included in the Portfolios' annual report(s) to
shareholders; (ii) assurance and related services that are reasonably related to
the performance of the audit of the Portfolios' financial statements and are not
reported under (i), which include advice and education on accounting and
auditing issues, consent letters; (iii) tax compliance, tax advice and tax
return preparation; and (iv) aggregate non-audit services provided to the
Portfolios, the Adviser and entities that control, are controlled by or under
common control with the Adviser that provide ongoing services to the Fund
("Service Affiliates"), which include conducting an annual internal control
report pursuant to Statement on Auditing Standards No. 70. No other services
were provided to the Portfolios during this period.
TABLE 1
-------
All Fees for
Non-Audit Services
All Other Fees Provided to the
for Services Portfolio, the Adviser
Audit Provided to and Service
Name of Fund Fiscal Year Audit Fees Related Fees Tax Fees Portfolio Affiliates*
- ------------ ----------- ----------- ------------- --------- ---------- ------------
Pooling - 2008 $36,000 $0 $7,475 n/a $314,025
AllianceBernstein 2009 $34,054 $0 $4,700 n/a $253,749
Bond Inflation
Protection
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $37,500 $0 $15,675 n/a $322,225
AllianceBernstein 2009 $34,500 $0 $23,100 n/a $272,149
Global Real Estate
Investment
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $37,000 $0 $8,075 n/a $314,625
AllianceBernstein 2009 $36,518 $0 $7,500 n/a $256,549
High-Yield
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $36,800 $0 $9,159 n/a $315,709
AllianceBernstein 2009 $34,725 $0 $5,300 n/a $254,349
Intermediate
Duration Bond
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $35,700 $0 $10,925 n/a $317,475
AllianceBernstein 2009 $32,765 $0 $8,800 n/a $257,849
International
Growth Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $35,700 $0 $10,925 n/a $317,475
AllianceBernstein 2009 $34,265 $0 $8,800 n/a $257,849
International Value
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $36,000 $0 $9,159 n/a $315,709
AllianceBernstein 2009 $34,054 $0 $5,300 n/a $254,349
Short Duration Bond
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $29,700 $0 $9,575 n/a $316,125
AllianceBernstein 2009 $28,381 $0 $7,500 n/a $256,549
Small-Mid Cap
Growth Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $29,700 $0 $9,575 n/a $316,125
AllianceBernstein 2009 $28,381 $0 $7,500 n/a $256,549
Small-Mid Cap Value
Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $29,250 $0 $12,075 n/a $318,625
AllianceBernstein 2009 $27,946 $0 $7,500 n/a $256,549
U.S. Large Cap
Growth Portfolio
- -----------------------------------------------------------------------------------------------------------
Pooling - 2008 $29,250 $0 $12,075 n/a $318,625
AllianceBernstein 2009 $27,946 $0 $7,500 n/a $256,549
U.S. Value
Portfolio
- -----------------------------------------------------------------------------------------------------------
Beginning with audit and non-audit service contracts entered into on or
after May 6, 2003, the Fund's Audit Committee policies and procedures require
the pre-approval of all audit and non-audit services provided to the Portfolios
by the Portfolios' independent auditors. The Fund's Audit Committee policies and
procedures also require pre-approval of all audit and non-audit services
provided to the Adviser and Service Affiliates to the extent that these services
are directly related to the operations or financial reporting of the Portfolios.
All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1
are for services pre-approved by the Audit Committee.
The amounts of the Fees for Non-Audit Services provided to the Portfolios,
the Adviser and Service Affiliates in Table 1 for the Portfolios that were
subject to pre-approval by the Audit Committee for 2008 and 2009 are presented
below in Table 2 (includes conducting an annual internal control report pursuant
to Statement on Accounting Standards No. 70). The Audit Committee of the Fund
has considered whether the provision of any non-audit services not pre-approved
by the Audit Committee provided by the Portfolios' independent auditors to the
Adviser and Service Affiliates is compatible with maintaining the auditors'
independence.
TABLE 2
-------
Fees for Non-Audit Services
Provided to the Portfolios,
the Adviser and Service
Affiliates Subject to
Pre-Approval by Audit Portion Comprised Portion Comprised
Fiscal Year Committee of Audit Related Fees of Tax Fees
----------- ---------------------- ---------------------- ------------
Pooling 2008 $7,475 $0 $7,475
-AllianceBernstein 2009 $4,700 $0 $4,700
Bond Protection
Inflation
Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $15,675 $0 $15,675
AllianceBernstein 2009 $23,100 $0 $23,100
Global Real Estate
Investment
Portfolio
- --------------------------------------------------------------------------------------------------------
Pooling - 2008 $8,075 $0 $8,075
AllianceBernstein 2009 $7,500 $0 $7,500
High-Yield
Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $9,159 $0 $9,159
AllianceBernstein 2009 $5,300 $0 $5,300
Intermediate
Duration Bond
Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $10,925 $0 $10,925
AllianceBernstein 2009 $8,800 $0 $8,800
International
Growth Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $10,925 $0 $10,925
AllianceBernstein 2009 $8,800 $0 $8,800
International
Value Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $9,159 $0 $9,159
AllianceBernstein 2009 $5,300 $0 $5,300
Short Duration
Bond Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $9,575 $0 $9,575
AllianceBernstein 2009 $7,500 $0 $7,500
Small-Mid Cap
Growth Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $9,575 $0 $9,575
AllianceBernstein 2009 $7,500 $0 $7,500
Small-Mid Cap
Value Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $12,075 $0 $12,075
AllianceBernstein 2009 $7,500 $0 $7,500
U.S. Large Cap
Growth Portfolio
- ---------------------------------------------------------------------------------------------------------
Pooling - 2008 $12,075 $0 $12,075
AllianceBernstein 2009 $7,500 $0 $7,500
U.S. Value
Portfolio
- ---------------------------------------------------------------------------------------------------------
Part IV - Proxy Voting and Shareholder Meeting
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or otherwise provided
therein. Accordingly, unless instructions to the contrary are marked on the
proxies, the votes will be cast: (i) for the election of each of the nominees as
a Trustee for the Fund (Proposal One), (ii) for the amendment of the Advisory
Agreement for the Portfolios (Proposal Two), (iii) for the amendment of the
Fund's Declaration of Trust (Proposal Three) and (iv) for the amendment or
elimination of certain of the Portfolios' fundamental policies (Proposal Four).
If no specification is made on a properly executed proxy, it will be voted FOR
the matters specified on the Proxy Card.
Those shareholders who hold shares directly and not through a broker or
nominee (that is, a shareholder of record) may authorize their proxies to cast
their votes by completing a Proxy Card and returning it by mail in the enclosed
postage-paid envelope as well as by telephoning toll free (866) 451-3783. Owners
of shares held through a broker or nominee (who is a shareholder of record for
those shares) should follow directions provided to the shareholder by the broker
or nominee to submit voting instructions. Instructions to be followed by a
shareholder of record to submit a proxy via telephone or through the Internet,
including use of the Control Number on the shareholder's Proxy Card, are
designed to verify shareholder identities, to allow shareholders to give voting
instructions and to confirm that shareholder instructions have been recorded
properly. Shareholders who authorize proxies by telephone or through the
Internet should not also return a Proxy Card. A shareholder of record may revoke
the shareholder's proxy at any time prior to exercise thereof by giving written
notice to the Secretary of the Portfolios at 1345 Avenue of the Americas, New
York, New York 10105, by authorizing a later-dated proxy (either by signing and
mailing another Proxy Card or by telephone or through the Internet, as indicated
above), or by personally attending and voting at the Meeting.
Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have discretionary power to vote).
The approval of Proposal One requires the affirmative vote of a plurality
of the votes cast. The approval of Proposal Two requires a 1940 Act Majority
Vote for each of the Portfolios, as defined below. The approval of Proposal
Three requires the affirmative vote of a majority of the shares entitled to
vote. The approval of Proposal Four requires a 1940 Act Majority Vote for each
of the Portfolios. Abstentions and broker non-votes, if any, not being votes
cast, will have no effect on the outcome of Proposal One. With respect to
Proposal Two, Proposal Three and Proposal Four, an abstention or broker
non-vote, if any, will be considered present for purposes of determining the
existence of a quorum but will have the effect of a vote against those
proposals. If any matter other than the proposals properly comes before the
Meeting, the shares represented by proxies will be voted on all such other
proposals in the discretion of the person or persons voting the proxies. The
Portfolios have not received notice of, and are not otherwise aware of, any
other matter to be presented at the Meeting.
A quorum for the Meeting will consist of the presence in person or by
proxy of the holders of 40% of the Portfolios' shares entitled to vote at the
Meeting. In the event a quorum is not present at the Meeting, or, even if a
quorum is so present, if sufficient votes in favor of the position recommended
by the Board on any proposal described in the Proxy Statement are not timely
received, the Chairman of the Board may authorize, or the persons named as
proxies may propose and vote for one or more adjournments of the Meeting up to
120 days after the record date to permit further solicitation of proxies. The
Meeting may be adjourned with respect to fewer than all the proposals in the
Proxy Statement and a shareholder vote may be taken on any one or more of the
proposals prior to any adjournment if sufficient votes have been received for
approval thereof. Shares represented by proxies indicating a vote contrary to
the position recommended by a majority of the Board on a proposal will be voted
against adjournment as to that proposal.
The Adviser has engaged Broadridge Financial Solutions, Inc.,
("Broadridge") 60 Research Road, Hingham, MA 02043, to assist in soliciting
proxies for the Meeting, including contacting shareholders by telephone or other
electronic means to solicit shareholders on behalf of the Portfolios. Broadridge
will not receive any fees for the services provided to the Fund. Other costs of
the proxy solicitation will be borne by the Portfolios.
Part V - Other Information
OFFICERS OF THE TRUST
Certain information concerning the Portfolios' officers is set forth
below. The Portfolios' officers are elected annually by the Board of Trustees
until his or her successor is duly elected and qualifies.
Position(s)
Name Month and Principal Occupation during the
Address* and Age Year First Elected) past 5 years
- ---------------- ------------------- -------------------------------
Robert M. Keith President and Chief See biography above.
50 Executive Officer (09/08)
Philip L. Kirstein Senior Vice President and Senior Vice President and
65 Independent Compliance Independent Compliance Officer
Officer (10/04) of the AllianceBernstein Mutual
Funds, with which he has been
associated since October 2004.
Prior thereto, he was Of Counsel
to Kirkpatrick & Lockhart, LLP
from October 2003 to October
2004, and General Counsel of
Merrill Lynch Investment
Managers, L.P. since prior to
March 2003.
Emilie D. Wrapp Secretary, Senior Vice President, Assistant
54 (10/05) General Counsel and Assistant
Secretary of ABI**, with which
she has been associated since
prior to 2005.
Joseph J. Mantineo Treasurer and Senior Vice President of
51 Chief Financial Officer, AllianceBernstein Investor
(08/06) Services, Inc. ("ABIS")**, with
which he has been associated
since prior to 2005.
Phyllis J. Clarke Controller, (05/09) Vice President of ABIS**, with
49 which she has been associated
since prior to 2005.
* The address for each of the Portfolio's Officers is 1345 Avenue of the
Americas, New York, New York 10105.
** The Adviser, ABI and ABIS are affiliates of the Fund.
INFORMATION AS TO THE INVESTMENT ADVISER,
ADMINISTRATOR, AND DISTRIBUTOR OF THE FUNDS
The Fund's investment adviser and administrator is AllianceBernstein L.P., 1345
Avenue of the Americas, New York, New York 10105. The Fund's distributor is
AllianceBernstein Investments, Inc., 1345 Avenue of the Americas, New York, New
York 10105.
OTHER MATTERS
Management of the Fund does not know of any matters properly to be presented at
the Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies will
be voted with respect thereto in the discretion of the person or persons voting
the proxies.
STOCK OWNERSHIP
Information regarding person(s) who owned of record or were known by a
Portfolio to beneficially own 5% or more of a Portfolio's share (or class of
shares, if applicable) on August 1, 2010 is provided in Appendix C.
SUBMISSION OF PROPOSALS
FOR NEXT MEETING OF SHAREHOLDERS
The Portfolios do not hold shareholder meetings annually. Any shareholder
who wishes to submit a proposal to be included in a Portfolio's proxy statement
and form of proxy card for a Portfolio's next meeting of shareholders should
send the proposal to the Portfolio so as to be received within a reasonable time
before a Portfolio begins to print and mail its proxy materials relating to such
meeting.
REPORTS TO SHAREHOLDERS
Each Portfolio will furnish each person to whom this Proxy Statement is
delivered with a copy of its latest annual report to shareholders and its
subsequent semi-annual report to shareholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
(800) 227-4618 or contact Maria Brison at AllianceBernstein L.P., 1345 Avenue of
the Americas, New York, New York 10105.
By Order of the Board of Trustees,
Emilie D. Wrapp
Secretary
September 22, 2010
New York, New York
APPENDIX A - OUTSTANDING VOTING SHARES
A list of the outstanding voting shares for each of the Portfolios as of the
record date is presented below. Each share is entitled to cast one vote at the
Meeting.
Portfolio Name Number of Outstanding Shares
- -------------- ----------------------------
Pooling - AllianceBernstein Bond Inflation 62,390,695
Protection Portfolio
Pooling - AllianceBernstein Global Real 107,428,511
Estate Investment Portfolio
Pooling - AllianceBernstein High-Yield 50,048,111
Portfolio
Pooling - AllianceBernstein Intermediate 125,987,615
Duration Bond Portfolio
Pooling - AllianceBernstein International 126,978,192
Growth Portfolio
Pooling - AllianceBernstein International 146,822,104
Value Portfolio
Pooling - AllianceBernstein Short Duration 127,805,294
Bond Portfolio
Pooling - AllianceBernstein Small-Mid Cap 44,009,585
Growth Portfolio
Pooling - AllianceBernstein Small-Mid Cap 55,354,700
Value Portfolio
Pooling - AllianceBernstein U.S. Large Cap 216,001,761
Growth Portfolio
Pooling - AllianceBernstein U.S. Value 271,457,949
Portfolio
Pooling - AllianceBernstein Volatility 31,777,489
Management Portfolio
APPENDIX B - ADDITIONAL INFORMATION REGARDING TRUSTEES
Ownership in the Portfolios
- ---------------------------
It is the policy of the Board of Trustees of the Fund that each
Independent Trustee will invest a minimum of $250,000 in shares of investment
companies in the AllianceBernstein Fund Complex within 12 months of becoming an
Independent Trustee. The Trustees do not own any shares of the Portfolios,
however, as individuals are not allowed to purchase such shares.
The aggregate dollar range of securities owned by each Trustee and nominee
in the AllianceBernstein Fund Complex is set forth below.
Aggregate Dollar
Range of Equity
Securities
in the Funds in the
AllianceBernstein Fund
Complex as of
September 2, 2010
---------------------
John H. Dobkin Over $100,000
Michael J. Downey Over $100,000
William H. Foulk. Jr. Over $100,000
D. James Guzy Over $100,000
Nancy P. Jacklin Over $100,000
Robert M. Keith Over $100,000
Garry L. Moody Over $100,000
Marshall C. Turner, Jr. Over $100,000
Earl D. Weiner Over $100,000
Compensation From the Portfolios
- --------------------------------
None of the Portfolios pays any fees to, or reimburses expenses of, any
Trustee during a time when the Trustee is considered an "interested person" of
the Fund. The aggregate compensation paid to each of the Trustees by each
Portfolio for the fiscal year ended August 31, 2009, the aggregate compensation
paid to each of the Trustees during calendar year 2008 by the AllianceBernstein
Fund Complex and the total number of registered investment companies (and
separate portfolios within the companies) in the AllianceBernstein Fund Complex
with respect to which each Trustee serves as a director or trustee, are set
forth below. None of the Portfolios nor any other registered investment company
in the AllianceBernstein Fund Complex provides compensation in the form of
pension or retirement benefits to any of its directors or trustees or pays
compensation to officers of the Fund.
Number of Number of
Investment Investment
Companies Portfolios within
in the the
Compensation AllianceBernstein AllianceBernstein
from the Fund Complex, Fund Complex,
Compensation from AllianceBernstein including the including the
the Fund during Fund Complex, Fund, as to which Funds, as to which
its Fiscal Year including the the Trustee is a the Trustee is a
Name of Trustee ended in 2009 Funds, during 2009 Director or Trustee Director or Trustee
- --------------- -------------- ------------------ ------------------- -------------------
John H. Dobkin $ 5,377 $242,200 32 94
Michael J. Downey $ 5,377 $241,000 32 94
William H. Foulk, Jr. $10,085 $484,400 34 96
D. James Guzy $ 5,377 $241,000 32 94
Nancy P. Jacklin $ 5,377 $242,000 32 94
Garry L. Moody $ 5,377 $270,200 31 91
Marshall C. Turner, Jr. $ 6,158 $242,200 32 94
Earl D. Weiner $ 5,733 $260,200 32 94
APPENDIX C - STOCK OWNERSHIP
The following persons owned of record or were known by the Fund to beneficially
own 5% or more of the Fund's shares as of August 1, 2010.
No. of
Shares %
Portfolio Name and Address of Class of Class
---------- ----------------- --------- ---------
AllianceBernstein
Bond Inflation
Protection
Portfolio
Collegeboundfund
Age Based Portfolio (1990-1992)
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 5,865,442 9.23%
Collegeboundfund
Age Based Portfolio (1993-1995)
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 8,029,895 12.64%
Collegeboundfund
Age Based Aggressive (1993-1995)
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 4,197,234 6.61%
Collegeboundfund
Age Based Aggressive (1996-1998)
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 3,330,923 5.24%
Collegeboundfund
Age Based Portfolio (1996-1998)
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 6,598,269 10.39%
Collegeboundfund
Age Based Portfolio (1999-2001)
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 5,251,636 8.27%
Collegeboundfund
CBF-Balanced Portfolio
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 3,278,699 5.16%
Wealth Preservation
AB Pooling: Bond Inflation
Protection
1345 Avenue of the Americas
New York, NY 10105-0302 6,870,764 10.81%
AllianceBernstein
Global Real Estate
Investment Portfolio
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling Portfolio Global
Real Estate Investment
1345 Avenue of the Americas
New York, NY 10105-0302 11,459,114 10.35%
Wealth Appreciation
AB Pooling Portfolio Global
Real Estate Investment
1345 Avenue of the Americas
New York, NY 10105-0302 18,853,800 17.03%
Wealth Preservation
AB Pooling Portfolio Global
Real Estate Investment
1345 Avenue of the Americas
New York, NY 10105-0302 8,357,141 7.55%
Balanced Wealth
AB Pooling Portfolio Global
Real Estate Investment
1345 Avenue of the Americas
New York, NY 10105-0302 23,836,850 21.53%
AllianceBernstein
High-Yield Portfolio
Balanced Wealth
AB Pooling: High Yield
1345 Avenue of the Americas
New York, NY 10105-0302 14,655,879 29.26%
Collegeboundfund
Age Based Portfolio (1990-1992)
AB Pooling: High Yield
1345 Avenue of the Americas
New York, NY 10105-0302 3,126,601 6.24%
Collegeboundfund
Age Based Portfolio (1993-1995)
AB Pooling: High Yield
1345 Avenue of the Americas
New York, NY 10105-0302 4,558,854 9.10%
Collegeboundfund
Age Based Portfolio (1996-1998)
AB Pooling: High Yield
1345 Avenue of the Americas
New York, NY 10105-0302 3,737,595 7.46%
Collegeboundfund
Age Based Portfolio (1999-2001)
AB Pooling: High Yield
1345 Avenue of the Americas
New York, NY 10105-0302 3,090,704 6.17%
2020 Retirement Strategies
AB Pooling: High Yield
1345 Avenue of the Americas
New York, NY 10105-0302 2,743,877 5.48%
AllianceBernstein
Intermediate
Duration Bond
Portfolio
Balanced Wealth
AB Pooling Portfolio
Intermediate Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 53,467,551 41.56%
Wealth Preservation
AB Pooling Portfolio
Intermediate Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 18,394,941 14.30%
AllianceBernstein
International
Growth Portfolio
Balanced Wealth
AB Pooling Portfolio
International Growth
1345 Avenue of the Americas
New York, NY 10105-0302 20,663,081 16.03%
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling Portfolio
International Growth
1345 Avenue of the Americas
New York, NY 10105-0302 15,457,667 11.99%
Wealth Appreciation
AB Pooling Portfolio
International Growth
1345 Avenue of the Americas
New York, NY 10105-0302 25,839,054 20.05%
AllianceBernstein
International
Value Portfolio
Balanced Wealth
AB Pooling Portfolio
International Value
1345 Avenue of the Americas
New York, NY 10105-0302 23,504,627 15.85%
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling Portfolio
International Value
1345 Avenue of the Americas
New York, NY 10105-0302 17,716,745 11.95%
Wealth Appreciation
AB Pooling Portfolio
International Value
1345 Avenue of the Americas
New York, NY 10105-0302 29,973,069 20.21%
AllianceBernstein
Short Duration
Bond Portfolio
Collegeboundfund
Age Based Portfolio (1990-1992)
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 12,513,589 9.69%
Collegeboundfund
Age Based Portfolio (1993-1995)
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 17,329,911 13.42%
Collegeboundfund
Age Based Aggressive (1993-1995)
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 9,074,038 7.03%
Collegeboundfund
Age Based Portfolio (1996-1998)
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 14,583,613 11.29%
Collegeboundfund
Age Based Aggressive (1996-1998)
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 7,004,599 5.42%
Collegeboundfund
Age Based Portfolio (1999-2001)
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 11,507,477 8.91%
Collegeboundfund
CBF-Balanced Portfolio
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 7,170,316 5.55%
Wealth Preservation
AB Pooling Portfolio Short
Duration Bond
1345 Avenue of the Americas
New York, NY 10105-0302 20,437,353 15.82%
AllianceBernstein
Small-Mid Cap
Growth Portfolio
Balanced Wealth
AB Pooling Portfolio
Small-Mid Cap Growth
1345 Avenue of the Americas
New York, NY 10105-0302 6,358,753 14.27%
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling Portfolio
Small-Mid Cap Growth
1345 Avenue of the Americas
New York, NY 10105-0302 6,440,341 14.45%
Wealth Appreciation
AB Pooling Portfolio
Small-Mid Cap Growth
1345 Avenue of the Americas
New York, NY 10105-0302 9,978,262 22.39%
AllianceBernstein
Small-Mid Cap Value
Portfolio
Balanced Wealth
AB Pooling Portfolio
Small-Mid Cap Value
1345 Avenue of the Americas
New York, NY 10105-0302 7,878,804 14.27%
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling Portfolio
Small-Mid Cap Value
1345 Avenue of the Americas
New York, NY 10105-0302 8,131,875 14.73%
Wealth Appreciation
AB Pooling Portfolio
Small-Mid Cap Value
1345 Avenue of the Americas
New York, NY 10105-0302 12,366,539 22.39%
AllianceBernstein
U.S. Large Cap
Growth
Balanced Wealth
AB Pooling Portfolio
US Large Cap Growth
1345 Avenue of the Americas
New York, NY 10105-0302 33,008,784 15.46%
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling Portfolio
US Large Cap Growth
1345 Avenue of the Americas
New York, NY 10105-0302 24,512,998 11.48%
Wealth Appreciation
AB Pooling Portfolio
US Large Cap Growth
1345 Avenue of the Americas
New York, NY 10105-0302 39,564,377 18.54%
AllianceBernstein
U.S. Value Portfolio
Balanced Wealth
AB Pooling Portfolio: US Value
1345 Avenue of the Americas
New York, NY 10105-0302 41,593,420 15.43%
Collegeboundfund
CBF-Appreciation Portfolio
AB Pooling: US Value
1345 Avenue of the Americas
New York, NY 10105-0302 30,903,025 11.46%
Wealth Appreciation
AB Pooling Portfolio: US Value
1345 Avenue of the Americas
New York, NY 10105-0302 49,899,140 18.51%
AllianceBernstein
Volatility
Management Portfolio
2010 Retirement Strategies
AB Pooling: Volatility
Management
1345 Avenue of the Americas
New York, NY 10105-0302 3,474,283 10.95%
2015 Retirement Strategies
AB Pooling: Volatility
Management
1345 Avenue of the Americas
New York, NY 10105-0302 6,271,737 19.77%
2020 Retirement Strategies
AB Pooling: Volatility
Management
1345 Avenue of the Americas
New York, NY 10105-0302 8,007,828 25.24%
2025 Retirement Strategies
AB Pooling: Volatility
Management
1345 Avenue of the Americas
New York, NY 10105-0302 5,835,974 18.39%
2030 Retirement Strategies
AB Pooling: Volatility
Management
1345 Avenue of the Americas
New York, NY 10105-0302 3,799,321 11.98%
2035 Retirement Strategies
AB Pooling: Volatility
Management
1345 Avenue of the Americas
New York, NY 10105-0302 2,015,020 6.35%
APPENDIX D - LETTER FROM INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
September 15, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for AllianceBernstein Bond Inflation
Protection Portfolio, AllianceBernstein Global Real Estate Investment Portfolio,
AllianceBernstein High-Yield Portfolio, AllianceBernstein Intermediate Duration
Bond Portfolio, AllianceBernstein International Growth Portfolio,
AllianceBernstein International Value Portfolio, AllianceBernstein Short
Duration Bond Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio,
AllianceBernstein Small-Mid Cap Value Portfolio, AllianceBernstein U.S. Large
Cap Growth Portfolio, and AllianceBernstein U.S. Value Portfolio, each a
portfolio of the AllianceBernstein Pooling Portfolios (collectively, the
"Portfolios") and, under the date of October 27, 2009, we reported on the
financial statements of the Portfolios as of and for the year ended August 31,
2009. On April 14, 2010, we were dismissed. We have read the statements included
under the section titled "Approval of Independent Registered Public Accounting
Firm by Board" within the Proxy Statement for the AllianceBernstein Pooling
Portfolios dated September 22, 2010, and we agree with such statements, except
that we are not in a position to agree or disagree with the statement that the
Audit Committee of the Board of the AllianceBernstein Pooling Portfolios
approved the dismissal of KPMG LLP as independent registered public accounting
firm for the Portfolios at a meeting held on March 24, 2010, and we are not in a
position to agree or disagree with any of the statements regarding Ernst & Young
LLP.
Very truly yours,
/s/ KPMG LLP
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
[LOGO]
AllianceBernstein L.P.
_____________________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
SEPTEMBER 22, 2010
FORM OF PROXY FORM OF PROXY
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 5, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The undersigned hereby appoints Carol Rappa and Nancy Hay, or either
of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Shareholders (the "Meeting") of The
AllianceBernstein Pooling Portfolios (the "Fund") with respect to the portfolios
that are each a series of the Fund (each, a "Portfolio", and, collectively, the
"Portfolios") to be held at 3:00 p.m., Eastern Time, on November 5, 2010 at the
offices of the AllianceBernstein Funds, 1345 Avenue of the Americas, 41st Floor,
New York, New York 10105, and any postponements or adjournments thereof, to cast
on behalf of the undersigned all votes that the undersigned is entitled to cast
at the Meeting and otherwise to represent the undersigned with all powers
possessed by the undersigned if personally present at such Meeting. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and accompanying Proxy Statement, revokes any proxy heretofore
given with respect to such Meeting and hereby instructs said proxies to vote
said shares as indicated on the reverse side hereof.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS
PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE
CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR AND
"FOR" EACH OF THE OTHER PROPOSALS AS DESCRIBED IN THE PROXY STATEMENT.
ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN
THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
VOTE VIA THE INTERNET: www.proxyweb.com
VOTE BY TELEPHONE: 1-888-221-0697
Please refer to the Proxy Statement for
a discussion of each Proposal.
PLEASE VOTE, DATE AND SIGN AND
RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the records of a
Fund. Joint owners should each sign personally. Trustees and other
representative should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation or another entity,
the signature should be that of an authorized officer who should state his or
her full title.
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AllianceBernstein Bond Inflation Protection Portfolio
AllianceBernstein Global Real Estate Investment Portfolio
AllianceBernstein High-Yield Portfolio
AllianceBernstein Intermediate Duration Bond Portfolio
AllianceBernstein International Growth Portfolio
AllianceBernstein International Value Portfolio
AllianceBernstein Short Duration Bond Portfolio
AllianceBernstein Small-Mid Cap Growth Portfolio
AllianceBernstein Small-Mid Cap Value Portfolio
AllianceBernstein U.S. Large Cap Growth Portfolio
AllianceBernstein U.S. Value Portfolio
AllianceBernstein Volatility Management Portfolio
Please fill in boxes as shown using black or blue ink or number 2 pencil. Please
mark votes as in this example: /X/
For All
For All Withhold From Except As
Nominees All Nominees Noted Below
1. To elect Directors for the Fund: /_/ /_/ /_/
01. John H. Dobkin 06. Robert M. Keith
02. Michael J. Downey 07. Garry L. Moody
03. William H Foulk, Jr. 08. Marshall C. Turner, Jr.
04. D. James Guzy 09. Earl D. Weiner
05. Nancy P. Jacklin
To withhold authority to vote for any individual, mark the box "FOR ALL
EXCEPT" and write the nominee's number on the line provided.
__________________________
For Against Abstain
2. To Approve the Amendments to /_/ /_/ /_/
the Advisory Agreement to
Permit Reimbursement to
the Adviser of Certain
Administrative Expenses
For Against Abstain
3. To Amend the Fund's /_/ /_/ /_/
Declaration of Trust
For Against Abstain
4. To Amend or Eliminate Certain /_/ /_/ /_/
Fundamental Policies of the
Portfolios.
For Against Abstain
4A. Diversification /_/ /_/ /_/
For Against Abstain
4B. Senior Securities and /_/ /_/ /_/
Borrowing Money
For Against Abstain
4C. Underwriting Securities /_/ /_/ /_/
For Against Abstain
4D. Concentration /_/ /_/ /_/
For Against Abstain
4E. Investments in Real Estate /_/ /_/ /_/
For Against Abstain
4F. Commodities /_/ /_/ /_/
For Against Abstain
4G. Loans /_/ /_/ /_/
For Against Abstain
4H. Elimination of Fundamental /_/ /_/ /_/
Policy Prohibiting Pledging,
Hypothecating, Mortgaging, or
Otherwise Encumbering Assets
For Against Abstain
4I. Elimination of the /_/ /_/ /_/
Fundamental Policy Prohibiting
Investments for Purpose of
Exercising Control
5. To transact such other business as
may properly come before the
Meeting and any adjournments or
postponements thereof.
Mark here for address change and note
at left. /_/
Please be sure to sign, date and
return this Proxy promptly. You may
use the enclosed envelope.
--------------------------------------
(Signature of Shareholder)
--------------------------------------
(Signature of joint owner, if any)
Date __________, 2010
SK 00250 0209 1073130