UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-05555 SANFORD C. BERNSTEIN FUND, INC. (Exact name of registrant as specified in charter) 1345 Avenue of the Americas, New York, New York 10105 (Address of principal executive offices) (Zip code) Mark R. Manley Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York 10105 (Name and address of agent for service) Registrant's telephone number, including area code: (800) 221-5672 Date of fiscal year end: September 30, 2006 Date of reporting period: March 31, 2006 ITEM 1. REPORTS TO STOCKHOLDERS. 2 -------------------------------------- SANFORD C. BERNSTEIN FUND, INC. AND SANFORD C. BERNSTEIN FUND II, INC. -------------------------------------- SEMIANNUAL REPORT MARCH 31, 2006 Fixed-Income & International Equity Investments - -------------------------------------------------------------------------------- Table of Contents Portfolio Manager Commentaries ............................................ 1 Historical Performance .................................................... 8 Mountain Charts ........................................................... 11 Fund Expenses ............................................................. 13 Portfolio Summaries ....................................................... 14 Statements of Assets and Liabilities ...................................... 18 Statements of Operations .................................................. 26 Statements of Changes in Net Assets ....................................... 30 Financial Highlights ...................................................... 38 Notes to Financial Statements ............................................. 52 Other ..................................................................... 77 - -------------------------------------------------------------------------------- Before investing in any portfolio of the Sanford C. Bernstein Fund, Inc. or the Sanford C. Bernstein Fund II, Inc., a prospective investor should consider carefully the portfolio's investment objectives and policies, charges, expenses and risks. These and other matters of importance to prospective investors are contained in the Funds' prospectus, an additional copy of which may be obtained by visiting our website at www.bernstein.com and clicking on OProspectusesO at the bottom of any screen or by calling your financial adviser or by calling Bernstein's mutual fund shareholder help line at (212) 756-4097. Please read the prospectus carefully before investing. For performance information current to the most recent month-end, please visit our website at www.bernstein.com and click on "Updated Fund Performance" at the bottom of any screen. This shareholder report must be preceded or accompanied by the Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. prospectuses for individuals who are not shareholders of the Funds. You may obtain a description of the Funds' proxy voting policies and procedures, without charge. Simply visit our website at www.bernstein.com or go to the Securities and Exchange Commission's (the "Commission") website at www.sec.gov or call Bernstein at (212) 756-4097. Each Fund will file its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the Commission's website at www.sec.gov. The Funds' Forms N-Q may also be reviewed and copied at the Commission's Public Reference Room in Washington, D.C.; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Investment Products Offered: o Are Not FDIC Insured o May Lose Value o Are Not Bank Guaranteed - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Portfolio Manager Commentaries To Our Shareholders--May 22, 2006 This report provides management's discussion of fund performance for the 12 portfolios of the Sanford C. Bernstein Fund, Inc. and one portfolio of the Sanford C. Bernstein Fund II, Inc., for the semi-annual reporting period ended March 31, 2006. Bernstein Tax-Managed International Portfolio Investment Objective and Strategy Bernstein Tax-Managed International Portfolio (the "Portfolio") seeks to provide long-term capital growth through investments in equity securities of established foreign companies constituting the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index, plus Canada. Normally, approximately 50% of the value of the Portfolio will consist of international growth stocks, and 50% of the value of the Portfolio will consist of international value stocks. The Portfolio will be rebalanced to maintain this targeted allocation; however, the actual weightings of securities will vary within a narrow range, usually from 45% to 55%. The Portfolio seeks to minimize the impact of taxes on shareholders' return. Bernstein International Portfolio Investment Objective and Strategy Bernstein International Portfolio (the "Portfolio") seeks to provide long-term capital growth through investments in equity securities of established foreign companies constituting the Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index, plus Canada. Normally, approximately 50% of the value of the Portfolio will consist of international growth stocks, and 50% of the value of the Portfolio will consist of international value stocks. The Portfolio will be rebalanced to maintain this targeted allocation; however, the actual weightings of securities will vary within a narrow range, usually from 45% to 55%. The Portfolio is managed without regard to tax considerations. Investment Results The table on page 10 shows performance for the Bernstein Tax-Managed International and Bernstein International Portfolios compared with their benchmark, the MSCI EAFE Index (cap-weighted, unhedged), for the six- and 12-month periods ended March 31, 2006. Both Portfolios outperformed their benchmark during both the six- and 12-month periods ended March 31, 2006. While the MSCIValue and MSCI Growth Indices had almost identical returns over the six- and 12-month periods, the premium from the value portion of both Portfolios was particularly large, thanks in part to several holdings driven up by take-over bids. For both the six- and 12-month periods under review, positive stock selection in financials and materials drove relative performance. Stock selection in health care and technology shares offset some of the relative gains in both periods. The Portfolios' financials stocks rose on improved investor sentiment after the U.S. Federal Reserve indicated that it may be through raising interest rates. Several financial services stocks were also lifted by strong fourth quarter 2005 earnings reports. Additionally, several Japanese financials rose due to strength in Japan's economy. Within materials, several holdings rose on strong earnings growth and high metals prices. In addition, mergers and acquisition activity lifted the prices of some of the Portfolios' holdings. Portfolio negatives in the health care sector were driven by stock-specific factors as well as threats from generic versions of key drugs. The Portfolios' Blend Investment Policy Team (the "team") still finds the Portfolios' core holdings attractive given their strong drug pipelines, with one company management highlighting 10-12 drugs that reported new trial data in the first quarter of 2006 alone. In technology, select holdings fell sharply after several companies announced new guidance that was below analysts' expectations. However, the team's research suggests that the companies remain well positioned due to solid new business pipelines, low-cost manufacturing presence and positive operating cash flow. Market Review and Investment Strategy Non-U.S. developed equity markets, as represented by the MSCI EAFE Index, posted strong gains in the six- and 12-month periods ended March 31, 2006, up 13.86% and 24.41%, respectively. The 12-month return would have been almost 10% higher if not for the strengthening of the U.S. dollar versus most other currencies. By contrast, the Standard & Poor's 500 Stock Index was up only 6.38% and 11.72% in the six- and 12-month periods, respectively. (Portfolio Manager Commentaries continued on next page) - -------------------------------------------------------------------------------- 2006 Semiannual Report 1 - -------------------------------------------------------------------------------- Portfolio Manager Commentaries(continued from previous page) The market's rally reflected a supportive global economic backdrop. Although U.S. gross domestic product growth, which powered the global economy through the first half of the decade, is widely expected to soften in 2006 as the housing market slows, faster growth outside the U.S. is expected to more than offset that. With more of the world's consumption, investment and profits coming from outside the U.S., global economic growth is likely to be more balanced and potentially more sustainable. Productivity-enhancing technological change and globalization are keeping the lid on wage inflation, enabling central banks to continue increasing interest rates only modestly. During the quarter, Japan's central bank signaled the end of its ultra-loose monetary policy regime, temporarily shaking bond and equity markets. With the world's second-largest economy at last escaping deflation and moving toward a self-sustaining recovery, the prospect of increases in rates seems more a cause for optimism than concern. The favorable economic climate has helped boost corporate profitability and is widely expected to continue to support strong earnings growth, especially outside the U.S. The latter largely explains the recent out-performance of non-U.S. equities. Bernstein Emerging Markets Portfolio Investment Objective and Strategy Prior to May 2, 2005, the Bernstein Emerging Markets Portfolio was known as the Bernstein Emerging Markets Value Portfolio (the "Portfolio"). The Portfolio seeks to provide long-term capital growth through investments in equity securities of companies in emerging-market countries. At least 80% of the Portfolio's net assets will be invested in such companies. Under normal circumstances, approximately 50% of the value of the Portfolio will consist of emerging markets value stocks and 50% will consist of emerging markets growth stocks. The Portfolio will be rebalanced as necessary to maintain this targeted allocation. However, depending on market conditions, the actual weightings of securities from each investment discipline may vary, normally from 45% to 55%. The Portfolio will invest primarily in common stocks but may also invest in preferred stocks, warrants and convertible securities of foreign issuers, including sponsored or unsponsored ADRs and GDRs. The Portfolio may not necessarily be diversified on a geographical basis, but may also make investments in established foreign companies constituting the Morgan Stanley Capital International Emerging Markets (MSCI EM) Index. Investment Results The table on page 10 shows performance for the Bernstein Emerging Markets Portfolio and its benchmark, the Morgan Stanley Capital International Emerging Markets (MSCI EM) Index, for the six- and 12-month periods ended March 31, 2006. The Portfolio underperformed its benchmark during both the six- and 12-month periods. Underperformance stemmed primarily from stock selection within the technology, energy and industrial commodities sectors. In particular, steel prices declined sharply in 2005 on fears of increased Chinese production, depressing the share price of several of the Portfolio's steel holdings and detracting from performance relative to the benchmark. Underexposure to Russia was also a source of relative underperformance, as Russian shares climbed 110.62% in U.S. dollar terms during the 12-month period, as measured by the MSCI Russia Index. This occurred largely on the strength of Russian energy companies. Relative underperformance was softened by strong stock selection within the financial sector, as several key holdings rallied in concert with increasing demand for financial services, particularly in Korea, Brazil and South Africa. Market Review and Investment Strategy Equity markets around the world experienced strong gains in the six- and 12-month periods ending March 31, 2006, driven by optimism regarding rapid global economic growth and continued robust corporate earnings. The emerging markets fared particularly well, returning 20.06% and 47.45% in the six- and 12-month periods, respectively, as measured by the MSCI Emerging Markets Index in U.S. dollar terms. Robust domestic economic fundamentals, including strong gross domestic product growth, growing current account balances and high levels of corporate profitability continued to instill confidence among investors in the emerging equity markets. Energy stocks far outpaced all other sectors over the 12-month period, propelled by a tailwind of high oil prices. Despite being the only sector to post a negative return in the fourth quarter of 2005 on signs of easing oil prices, the energy sector snapped back in the first quarter of 2006. This was in response to supply concerns stemming, in part, from the political situations in certain oil-producing emerging markets. (Portfolio Manager Commentaries continued on next page) - -------------------------------------------------------------------------------- 2 Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Portfolio Manager Commentaries (continued from previous page) Gains over the 12-month period were not just concentrated in the energy sector, however, as every sector and every country posted positive returns in U.S. dollar terms. Over the 12-month period ending March 31, 2006, the Portfolio's investment opportunities were expanded to incorporate the company research and stock selection expertise of the Emerging Markets Growth Equities team. This blended investment strategy--utilizing the expertise of both the Alliance Emerging Markets Growth Equities team and the Bernstein Emerging Markets Value Equities team--allows the management team to build a portfolio with overall strong growth potential that is also trading at attractive prices. We believe that this structure should serve investors well by taking advantage of a far broader set of opportunities presented in the emerging markets. Bernstein Intermediate Duration Portfolio and Bernstein Intermediate Duration Institutional Portfolio Investment Objective and Strategy Bernstein Intermediate Duration Portfolio seeks to provide safety of principal and a moderate-to-high rate of income that is subject to taxes. Bernstein Intermediate Duration Institutional Portfolio seeks to provide safety of principal and a moderate-to-high rate of current income. Under normal circumstances, both Portfolios (the "Portfolios") will seek to maintain an average portfolio quality minimum of A, based on ratings given to the Portfolios' securities by nationally recognized statistical rating organizations ("NRSROs"). The Portfolios may also invest up to 25% of their total assets in fixed-income, non-U.S. dollar denominated foreign securities, and may invest without limit in fixed-income, U.S. dollar denominated foreign securites, in each case in developed or emerging-market countries. The Portfolios may also invest up to 25% of their total assets in fixed-income securities rated below investment grade (BB or below) by NRSROs (commonly known as "junk bonds"). The Portfolios seek to maintain an effective duration of three to six years under normal market conditions. Investment Results The table on page 10 shows performance for the Bernstein Intermediate Duration and Bernstein Intermediate Duration Institutional Portfolios compared with their benchmark, the Lehman Brothers (LB) Aggregate Bond Index, for the six- and 12-month periods ended March 31, 2006. Both Portfolios outperformed their benchmark for both the six- and 12-month periods ended March 31, 2006. Exposure to non-benchmark sectors, high yield, emerging-market debt and hedged non-U.S. government holdings all contributed positively to relative performance. Additionally, the Portfolios' overweight position in mortgages and commercial mortgage-backed securities (CMBS), as well as the Portfolios' shorter-than-benchmark duration, also contributed positively to performance. Market Review and Investment Strategy Investment-grade fixed-income returns were generally weak during the semi-annual period, reflecting higher U.S. interest rates. Yields rose across the maturity spectrum as the Federal Reserve continued to raise official interest rates another 100 basis points in quarter point increments. The Treasury yield curve finished the quarter almost perfectly flat, with most rates within a few basis points of 4.8%. At the end of the period, the Fed funds rate stood at 4.75%, 375 basis points higher than when the Fed started tightening in June of 2004. The U.S. Treasury market, as measured by the Lehman Brothers Treasury Index, posted a return of -0.51%, underperforming all other fixed-income sectors on a comparable duration basis. The Federal Open Market Committee hinted at further rate increases in late March, pushing Treasury yields higher and triggering a Treasury sell-off. CMBS securities posted the best returns within the index at 0.37% over comparable duration Treasuries. Mortgage pass-throughs and asset-backed securities returned 0.20% respectively, followed by agency securities at 0.11%. Mortgages benefited from low volatility and stable rates throughout most of the period while CMBS securities were helped by improving delinquency trends. Investment-grade corporates were the laggards during the reporting period, posting a return of only 0.08% over duration-matched Treasuries. Investment-grade corporate returns were dampened by both increasing event risk, as well as a series of downgrades in the auto industry. The non-benchmark sectors, less correlated with U.S. Treasuries, fared much better. As rates generally rose less abroad than in the U.S., hedged non-U.S. dollar government (Portfolio Manager Commentaries continued on next page) - -------------------------------------------------------------------------------- 2006 Semiannual Report 3 - -------------------------------------------------------------------------------- Portfolio Manager Commentaries (continued from previous page) bonds outperformed their U.S. counterparts, posting excess returns over U.S. Treasuries exceeding 100 basis points. Select securities in non-U.S. bond markets held in the Portfolios fared even better, including Poland, Japan, Mexico and Australia. The high yield market, as represented by the Lehman Brothers High Yield Index, posted an excess return over Treasuries of 3.85%. High yield was helped by a generally benign environment, sound technicals and strong corporate profits. Lastly, the emerging market debt class posted the strongest returns within fixed-income sectors, returning 5.19% in excess terms, according to Lehman Brothers. The emerging markets enjoyed strong investor demand, a favorable low global interest rate environment and strong global liquidity throughout the period. During the reporting period, the Portfolios were positioned for U.S. interest rates to rise. Accordingly, the Portfolios' overall duration was kept shorter than that of the benchmark. As a further buffer against rising U.S. interest rates, investments were made in select hedged non-U.S. government bonds, including Australia, Poland, Japan, Mexico and Sweden. An underweight position in U.S. Treasuries and agencies was maintained while overweight positions in high quality CMBS and asset-backed securities (ABS) were held. In late 2005, quantitative and fundamental research indicated attractive relative valuations among mortgage-related securities. Accordingly, the Portfolios' mortgage allocation was increased to a significant overweighted allocation. As event risk increased, exposure to investment-grade credit was reduced to a modest underweight during the period, with the underweight focused on the long end of the credit curve. Additionally, the Portfolios continued to have small positions in both high yield and select dollar denominated emerging-market debt. Bernstein Short Duration Plus Portfolio Investment Objective and Strategy Bernstein Short Duration Plus Portfolio (the "Portfolio") seeks to provide safety of principal and a moderate rate of income that is subject to taxes. Under normal circumstances, the Portfolio will invest at least 80% of its total assets in securities rated A or better by nationally recognized statistical rating organizations (NRSROs) and comparably rated commercial paper and notes. The Portfolio's investments may consist of corporate bonds, notes, U.S. government and agency securities, asset-backed securities, mortgage-related securities and inflation-protected securities, as well as others. The Portfolio may also invest up to 20% of its total assets in fixed-income securities rated BB or B by NRSROs, which are not investment grade. The Portfolio seeks to maintain an effective duration of one to three years under normal market conditions. Bernstein U.S. Government Short Duration Portfolio Investment Objective and Strategy Bernstein U.S. Government Short Duration Portfolio (the "Portfolio") seeks to provide safety of principal and a moderate rate of income that is generally exempt from state and local taxes. Under normal circumstances, the Portfolio will invest at least 80% of its assets in U.S. government and agency securities. Additionally, up to 10% of the Portfolio's total assets may be invested in other securities rated A or better by nationally recognized statistical rating organizations (NRSROs) and comparably rated commercial paper and notes. The Portfolio seeks to maintain an effective duration of one to three years under normal market conditions. To the extent the Portfolio is invested in U.S. government and agency securities, the income earned by the Portfolio is generally exempt from state and local taxes. However, states have different requirements for tax-exempt distributions and there is no assurance that your distributions from the Portfolio's income will not be subject to the state and local taxes of your state. Investment Results The table on page 10 shows performance for the Bernstein Short Duration Plus and U.S. Government Short Duration Portfolios compared with their benchmark, the Merrill Lynch 1-3 Treasury Index, for the six- and 12-month periods ended March 31, 2006. Both Portfolios underperformed their benchmark for both the six- and 12-month periods ended March 31, 2006. The Portfolios' shorter duration and yield curve exposure contributed positively to performance for both the six- and 12-month time periods. Exposure to spread sectors such as asset-backed securities (ABS) and collateralized mortgage-backed securities (CMBS) was a positive contributor to performance for the semi-annual period, but detracted slightly in the fourth quarter. The Portfolios' mortgage allocation was a detractor to performance for the year, as the sector experienced negative excess returns versus Treasuries. (Portfolio Manager Commentaries continued on next page) - -------------------------------------------------------------------------------- 4 Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Portfolio Manager Commentaries (continued from previous page) Market Review and Investment Strategy During the semi-annual period under review, U.S. yields rose as the Federal Reserve (the "Fed") continued to tighten interest rates; the Fed raised the Fed funds target rate another 25 basis points in March to 4.75%. As foreign demand for U.S. fixed-income assets continued unabated, long-term interest rates ended the year close to 40-year lows. The yield curve ended the year essentially flat and inverted in the beginning of 2006 as shorter rates continued to rise. U.S. fixed-income returns were generally weak during the semi-annual period, reflecting higher U.S. interest rates, a significant flattening of the yield curve and modest spread movement in the non-Treasury sectors. U.S. Treasuries posted a return of 1.04%, according to the Lehman Brothers 1-3 Year Treasury Index. Agencies returned 1.20% for the semi-annual period, only slightly outperforming like-duration Treasuries. Investment-grade corporates posted weak returns compared to the other short-end U.S. bond sectors, with the Lehman Brothers U.S. Corporate 1-3 Year Index returning 1.18% in absolute terms and 0.07% against comparable duration Treasuries. Investment-grade corporate returns were significantly dampened by both increasing event risk, as well as a series of downgrades in the auto industry. Mortgage-backed securities in the 1-3 year duration range returned 1.07% for the semi-annual period, despite concerns about extension risk (the risk that mortgage durations will shorten or lengthen rapidly as interest rates fall or rise) and a flood of new supply. Among the other securitized sectors, ABS was the strong performer, returning 2.31% for the reporting period. Bernstein Short Duration California Municipal Portfolio Investment Objective and Strategy Bernstein Short Duration California Municipal Portfolio (the "Portfolio") seeks to provide safety of principal and a moderate rate of return after taking account of federal, state and local taxes for California residents. Under normal circumstances, the Portfolio will invest at least 80% of its assets in municipal securities issued by the state of California or its political subdivisions, or otherwise exempt from California state income tax. The Portfolio may also invest up to 20% of its net assets in fixed-income securities of U.S. issuers that are not municipal securities if, in our opinion, these securities will enhance the after-tax return for California investors. Bernstein Short Duration New York Municipal Portfolio Investment Objective and Strategy Bernstein Short Duration New York Municipal Portfolio (the "Portfolio") seeks to provide safety of principal and a moderate rate of return after taking account of federal, state and local taxes for New York residents. Under normal circumstances, the Portfolio will invest at least 80% of its assets in municipal securities issued by the state of New York or its political subdivisions, or otherwise exempt from New York state income tax. The Portfolio may also invest up to 20% of its net assets in fixed-income securities of U.S. issuers that are not municipal securities if, in our opinion, these securities will enhance the after-tax return for New York investors. Bernstein Short Duration Diversified Municipal Portfolio Investment Objective and Strategy Bernstein Short Duration Diversified Municipal Portfolio (the "Portfolio") seeks to provide safety of principal and maximize total return after taking account of federal taxes. Under normal circumstances, the Portfolio will invest at least 80% of its assets in municipal securities. The Portfolio will invest no more than 25% of its total assets in municipal securities of issuers located in any one state. Each of the Bernstein Short Duration California Municipal, Bernstein Short Duration New York Municipal and Bernstein Short Duration Diversified Municipal Portfolios (the "Short Duration Portfolios") invests at least 80% of its total assets in municipal securities rated A or better by nationally recognized statistical rating organizations ("NRSROs") and comparably rated municipal notes. Each of the Short Duration Portfolios may invest up to 20% of its assets in fixed-income securities rated BB or B by NRSROs, which are not investment-grade. Each of the Short Duration Portfolios seeks to maintain an effective duration of one-half year to two and one-half years under normal market conditions. Investment Results The table on page 10 shows performance for each of the Bernstein Short Duration Portfolios compared to its benchmark, the Lehman Brothers (LB) 1-Year Municipal Index, for the six- and 12-month periods ended March 31, 2006. (Portfolio Manager Commentaries continued on next page) - -------------------------------------------------------------------------------- 2006 Semiannual Report 5 - -------------------------------------------------------------------------------- Portfolio Manager Commentaries (continued from previous page) Each of the Bernstein Short Duration Portfolios underperformed its benchmark for the six-month period ended March 31, 2006. During the 12-month period ended March 31, 2006, Bernstein Short Duration New York Municipal Portfolio and Bernstein Short Duration Diversified Municipal Portfolio outperformed their benchmark, while Bernstein Short Duration California Municipal Portfolio underperformed. The Short Duration Portfolios' high credit quality stance limited both their absolute and relative returns for both the six- and 12-month periods ended March 31, 2006. This underperformance was partly off-set by the fact that the Short Duration Portfolios had modestly less interest rate risk than their benchmark. Performance was also helped by the fact that the Short Duration Portfolios were positioned to benefit from a flattening yield curve. Market Review and Investment Strategy Short-term bond prices fell over the last six and 12 months, depressing absolute returns, as the Federal Reserve continued to push up official short-term interest rates. On March 31, 2006, the Federal funds rate stood at 4.75%, 375 basis points higher than when the Fed began tightening less than two years ago. Municipal bond returns were small but positive for the period. Although the municipal yield curve is still upwardly sloping, the difference between short and long rates at quarter-end was the smallest since 1989. By March, the extra income for lower-rated bonds fell to its narrowest level ever. This was due in part to yields being low, which in turn encourages investors to take on more credit risk to capture a little more yield. It is also because investors are complacent about credit risk in today's market, given the strength of municipal finance and the long absence of a large and very public municipal bond default. In fact, high-yield municipal bonds were the best-performing sector by far in the municipal market. As a result, high-yield municipal bond funds continued to garner the majority of the new cash flow into the market. According to AMG Data, a provider of mutual fund money flow and holding data, new money into high-yield municipal mutual funds accounted for 40% of the flow into municipal mutual funds. By comparison, high-yield bonds represent only 4% of the municipal market. The Short Duration Portfolios' management team believes that investors are not being adequately paid to take risk in the bond market today. A reduced appetite for credit risk is reflected in the Portfolios' significant holdings of high-quality bonds. If interest rates are compared to core inflation today, short-term municipal rates appear a bit high, intermediate rates are near fair value and long-term rates are low by historical standards. Based on this relative value analysis, the management team has been moving to a more concentrated maturity structure by selling holdings of longer-term bonds and buying bonds maturing in one to two years. Bernstein California Municipal Portfolio Investment Objective and Strategy Bernstein California Municipal Portfolio (the "Portfolio") seeks to provide safety of principal and maximize total return after taking account of federal, state and local taxes for California residents. Under normal circumstances, the Portfolio will invest at least 80% of its assets in municipal securities issued by the state of California or its political subdivisions, or otherwise exempt from California state income tax. The Portfolio may also invest up to 20% of its net assets in fixed-income securities of U.S. issuers that are not municipal securities if, in our opinion, these securities will enhance the after-tax return for California investors. Bernstein New York Municipal Portfolio Investment Objective and Strategy Bernstein New York Municipal Portfolio (the "Portfolio") seeks to provide safety of principal and maximize total return after taking account of federal, state and local taxes for New York residents. Under normal circumstances, the Portfolio will invest at least 80% of its assets in municipal securities issued by the state of New York or its political subdivisions, or otherwise exempt from New York state income tax. The Portfolio may also invest up to 20% of its net assets in fixed-income securities of U.S. issuers that are not municipal securities if, in our opinion, these securities will enhance the after-tax return for New York investors. Bernstein Diversified Municipal Portfolio Investment Objective and Strategy Bernstein Diversified Municipal Portfolio (the "Portfolio") seeks to provide safety of principal and maximize total return after taking account of federal taxes. Under normal circumstances, the Portfolio will invest at least 80% of its assets in municipal securities. The Portfolio will invest no (Portfolio Manager Commentaries continued on next page) - -------------------------------------------------------------------------------- 6 Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Portfolio Manager Commentaries (continued from previous page) more than 25% of its total assets in municipal securities of issuers located in any one state. Each of the Bernstein California Municipal, New York Municipal and Diversified Municipal Portfolios (the "Portfolios") invests at least 80% of its total assets in municipal securities rated A or better by nationally recognized statistical rating organizations ("NRSROs") and comparably rated municipal notes. Each of the Portfolios may invest up to 20% of its assets in fixed-income securities rated BB or B by NRSROs, which are not investment-grade. Each of the Portfolios seeks to maintain an effective duration of three and one-half to seven years under normal market conditions. Investment Results The table on page 10 shows performance for the Bernstein California, Bernstein New York and Bernstein Diversified Municipal Portfolios compared with their benchmark, the Lehman Brothers (LB) 5-Year General Obligation (GO) Municipal Index, for the six- and 12-month periods ended March 31, 2006. All three Portfolios outperformed the benchmark for the six-month period ended March 31, 2006. During the 12-month period ended March 31, 2006, Bernstein California and Bernstein New York Portfolios outperformed the benchmark, while Bernstein Diversified Portfolio underperformed. The Portfolios' high credit quality stance limited both their absolute and relative returns for both reporting periods. However, this underperformance was partly offset by the fact that the Portfolios had modestly less interest rate risk than the benchmark and were positioned to benefit from a flattening yield curve. The Portfolios' management team believes that investors are not being adequately paid to take risk in the bond market today. The team's reduced appetite for credit risk is reflected in the Portfolios' significant holdings of high-quality bonds. When the team compares interest rates today to core inflation, short-term municipal rates appear a bit high, intermediate rates are near fair value and long-term rates are low by historical standards. Based on this relative value analysis, the team has been moving to a more concentrated maturity structure by selling the Portfolios' holdings of long-term, premium-coupon, callable bonds and buying intermediate-term bonds. Market Review and Investment Strategy Short- and intermediate-term bond prices fell over the six- and 12-month periods ended March 31, 2006, depressing absolute returns, as the U.S. Federal Reserve (the "Fed") continued to push up official short-term interest rates. On March 31, 2006, the Federal funds rate stood at 4.75%, 375 basis points higher than when the Fed began tightening less than two years ago. Municipal bond returns were small but positive for the period. Although the municipal yield curve is still upwardly sloping, the difference between short and long rates at the end of the reporting period was the smallest since 1989. By March 2006, the extra income for lower-rated bonds fell to its narrowest level ever, due in part to yields being low. This, in turn, encouraged investors to take on more credit risk to capture a little more yield. It is also because investors are complacent about credit risk in today's market, given the strength of municipal finance and the long absence of a large and very public municipal bond default. In fact, high-yield municipal bonds were the best-performing sector by far in the municipal market. As a result, high-yield municipal bond funds continued to garner the majority of the new cash flow into the market. According to AMG Data, a provider of mutual fund money flow and holdings data, new money into high-yield municipal mutual funds accounted for 40% of the flow into municipal mutual funds. By comparison, high-yield bonds represent only 4% of the municipal market. - -------------------------------------------------------------------------------- 2006 Semiannual Report 7 - -------------------------------------------------------------------------------- Historical Performance An Important Note About the Value of Historical Performance The performance shown on pages 10-12 represents past performance and does not guarantee future results. Performance information is as of the dates shown. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.bernstein.com and clicking on OUpdated Fund PerformanceO at the bottom of any screen. The investment return and principal value of an investment in the Portfolios will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Before investing in any portfolio of the Sanford C. Bernstein Fund, Inc. or the Sanford C. Bernstein Fund II, Inc., a prospective investor should consider carefully the portfolio's investment objectives, policies, charges, expenses and risks. For a copy of the Funds' prospectus, which contains this and other information, visit our website at www.bernstein.com and click on OProspectusesO at the bottom of any screen. You should read the prospectus carefully before investing. Returns are annualized for periods longer than one year and do not reflect the deduction of taxes that a shareholder would pay on portfolio distributions or the redemption of portfolio shares. Certain Bernstein Emerging Markets Portfolio performance data presented herein do not reflect the deduction of purchase and redemption fees, which, when reflected as shown herein, reduces such before-fees performance quoted. All fees and expenses related to the operation of the Portfolios have been deducted, except as noted for Bernstein Emerging Markets Portfolio. Bernstein Tax-Managed International Portfolio, Bernstein International Portfolio and Bernstein Emerging Markets Portfolio returns throughout this report include dividends net of withholding taxes. On April 30, 1999, the Bernstein International Value Portfolio (IVP) was split into two portfolios: Bernstein International Value II (now known as International) for tax-exempt investors such as 401(k) and other retirement plans; and Bernstein Tax-Managed International Value (now known as Tax-Managed International) for taxable investors. Both Portfolios have the same overall investment style, except that the latter includes tax management. International is an extension of the original IVP in that it is managed without regard to tax considerations. The returns shown on pages 10-11 reflect the performance of the Bernstein Tax-Managed International Portfolio and the Bernstein International Portfolio using an all-value investment style through August 2003. In September 2003, the investment style of each of the Bernstein International Portfolios changed from all value to a blend of growth and value. In May 2005, the investment style of the Bernstein Emerging Markets Portfolio changed from all value to a blend of growth and value. During the reporting period, the Adviser waived a portion of its advisory fee or reimbursed Bernstein Intermediate Duration Institutional Portfolio for a portion of its expenses to the extent necessary to limit the Portfolio's expenses to 0.45%. This waiver extends through the Portfolio's current fiscal year and may be extended by the Adviser for additional one-year terms. Without the waiver, the Fund's expenses would have been higher and its performance would have been lower than that shown. Benchmark Disclosures None of the following indices or averages reflects fees and expenses associated with the active management of a mutual fund portfolio. The Morgan Stanley Capital International Europe, Australasia and Far East (MSCI EAFE) Index is a market capitalization-weighted index that measures stock performance in 21 countries in Europe, Australasia and the Far East. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The Lipper Emerging Markets Index represents the performance for funds that have generally similar investment objectives to their respective Bernstein Portfolios, although some may have different investment policies and sales and management fees. The Lehman Brothers Aggregate Bond Index represents the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-backed securities. The Merrill Lynch 1-3 Year Treasury Index is comprised of U.S. Treasury obligations with remaining maturities of 1-2.99 years. The Lehman Brothers 5-Year General Obligation Municipal Index is a total-return performance benchmark for the intermediate-term, investment-grade tax-exempt bond market. The Lehman Brothers 1-Year Municipal Index is a total-return performance benchmark for the short-term municipal bond market with maturities of up to 1.99 years. Lipper Composites are the equal-weighted average returns of the funds in the relevant Lipper Analytical Services categories; the average fund in a category may differ in (Historical Performance continued on next page) - -------------------------------------------------------------------------------- 8 Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Historical Performance (continued from previous page) composition from the portfolios. Investors cannot invest directly in indices, and their results are not indicative of the performance for any specific investment, including the Portfolios. A Word About Risk Bernstein Tax-Managed International and International Portfolios: Substantially all of the Portfolios' assets will be invested in foreign securities. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market or economic developments. In addition, because the Portfolios will invest in foreign currency denominated securities, fluctuations in the value of the Portfolios' investments may be magnified by changes in foreign exchange rates. Because the Portfolios allocate between "growth" and "value" stocks, an investment in the Portfolios is subject to the risk that this allocation will result in lower returns when one style is outperforming another than if the Portfolios had invested entirely in the outperforming style. In addition, the transaction costs associated with the systematic rebalancing of the Portfolios may be significant over time. The Tax-Managed International Portfolio may employ strategies that take into account the tax impact of buy and sell decisions on the Portfolio's shareholders. While the Portfolio seeks to maximize after-tax returns, there can be no assurance that the strategies will be effective, and the use of these strategies may affect the gross returns of the Portfolio. Bernstein Emerging Markets Portfolio: This Portfolio invests a significant amount of its assets in foreign securities which involves risks not associated with U.S. investments, including currency fluctuations, accounting differences and political instability and economic changes. These risks are heightened with respect to investments in emerging-market countries where there is an even greater amount of economic, political and social instability. Because the Portfolio allocates between "growth" and "value" stocks, an investment in the Portfolio is subject to the risk that this allocation will result in lower returns when one style is outperforming another than if the Portfolio had invested entirely in the outperforming style. In addition, the transaction costs associated with the systematic rebalancing of the Portfolio may be significant over time. Bernstein Intermediate Duration, Bernstein Short Duration Plus, Bernstein U.S. Government Short Duration, Bernstein Short Duration Diversified Municipal, Bernstein Diversified Municipal, Bernstein Short Duration California Municipal, Bernstein Short Duration New York Municipal, Bernstein California Municipal and Bernstein New York Municipal Portfolios: Price fluctuation may be caused by changes in the general level of interest rates or changes in bond credit-quality ratings. Increases in interest rates may cause the value of the Portfolios' investments to decline. Changes in interest rates have a greater effect on bonds with longer maturities than on those with shorter maturities. Investments in the Portfolios are not guaranteed because of fluctuation in the net asset value of the underlying fixed-income-related investments. Similar to direct bond ownership, bond funds have the same interest rate, inflation and credit risks that are associated with the underlying bonds owned by the fund. Portfolio purchasers should understand that, in contrast to owning individual bonds, there are ongoing fees and expenses associated with owning shares of bond funds. The Portfolios invest principally in bonds and other fixed-income securities. High yield bonds involve a greater risk of default and price volatility than other bonds. Investing in non-investment grade securities presents special risks, including credit risk. Bernstein Intermediate Duration, Bernstein Short Duration Plus, Bernstein Short Duration Diversified Municipal and Bernstein Diversified Municipal Portfolios: These Portfolios can invest up to 20% of their assets in non-investment-grade bonds, which are subject to greater risk of loss of principal and interest, as well as the possibility of greater market risk, than higher-rated bonds. Bernstein Short Duration California Municipal, Bernstein Short Duration New York Municipal, Bernstein California Municipal and Bernstein New York Municipal Portfolios: These Portfolios can invest up to 20% of their assets in non-investment-grade bonds, which are subject to greater risk of loss of principal and interest, as well as the possibility of greater market risk, than higher-rated bonds. The Portfolios are "non-diversified" and therefore may hold more concentrated positions and be subject to certain additional risks than a "diversified" portfolio. All Bernstein Portfolios: In order to achieve their investment objectives, the Portfolios may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. Each Portfolio's risks are fully discussed in its prospectus. (Historical Performance continued on next page) - -------------------------------------------------------------------------------- 2006 Semiannual Report 9 - -------------------------------------------------------------------------------- Historical Performance (unaudited) (continued from previous page) TOTAL RETURNS AVERAGE ANNUAL TOTAL RETURNS ------------------ ----------------------------------- PAST SIX PAST 12 PAST PAST SINCE INCEPTION THROUGH MARCH 31, 2006 MONTHS MONTHS FIVE YEARS 10 YEARS INCEPTION DATE ==================================================================================================================================== SANFORD C. BERNSTEIN FUND PORTFOLIOS VS. THEIR BENCHMARKS AND LIPPER COMPOSITES - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Managed International 15.92% 27.36% 12.25% 10.05% 10.49% June 22, 1992 Pre-liquidation, after-tax 14.84 26.17 11.75 8.66 9.23 Post-liquidation, after-tax 11.78 19.36 10.56 8.09 8.66 - ------------------------------------------------------------------------------------------------------------------------------------ International 15.76 27.43 12.10 -- 8.73 April 30, 1999 - ------------------------------------------------------------------------------------------------------------------------------------ MSCI EAFE INDEX 13.86 24.41 9.63 6.49 - ------------------------------------------------------------------------------------------------------------------------------------ International Large-Cap Core Lipper Composite 14.16 25.02 7.29 6.52 Emerging Markets December 15, 1995 Before deduction of purchase and redemption fees 18.72 43.96 29.76 10.02 11.04 After deduction of purchase and redemption fees* 16.35 39.67 28.97 9.69 10.72 - ------------------------------------------------------------------------------------------------------------------------------------ MSCI Emerging Markets Index 20.06 47.45 23.21 7.40 - ------------------------------------------------------------------------------------------------------------------------------------ Lipper Emerging Markets Index 19.90 47.09 23.79 7.60 Intermediate Duration 0.03 2.48 4.52 5.47 6.93 January 17, 1989 - ------------------------------------------------------------------------------------------------------------------------------------ Lehman Brothers Aggregate Bond Index -0.05 2.26 5.11 6.29 - ------------------------------------------------------------------------------------------------------------------------------------ Intermediate Bond Lipper Composite -0.16 1.82 4.36 5.36 Short Duration Plus 0.99 2.17 3.24 4.51 5.64 December 12, 1988 - ------------------------------------------------------------------------------------------------------------------------------------ U.S. GOVERNMENT SHORT DURATION 0.81 1.78 2.89 4.23 5.33 JANUARY 3, 1989 - ------------------------------------------------------------------------------------------------------------------------------------ Merrill Lynch 1-3 Year Treasury Index 1.08 2.32 3.18 4.79 - ------------------------------------------------------------------------------------------------------------------------------------ Short-Term Bond Lipper Composite 1.07 2.34 2.90 4.34 Short Duration Diversified Municipal 0.76 2.07 2.37 3.16 3.40 October 3, 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Short Duration California Municipal 0.65 1.75 1.84 2.85 3.11 October 3, 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Short Duration New York Municipal 0.76 2.07 2.11 2.96 3.19 October 3, 1994 - ------------------------------------------------------------------------------------------------------------------------------------ Lehman Brothers 1-Year Muni Index 0.81 1.96 2.44 3.53 - ------------------------------------------------------------------------------------------------------------------------------------ Short-Term Municipal Lipper Composite 0.98 2.10 2.35 3.25 Diversified Municipal 0.44 2.25 3.59 4.38 5.37 January 9, 1989 - ------------------------------------------------------------------------------------------------------------------------------------ California Municipal 0.43 2.36 3.29 4.22 5.11 August 6, 1990 - ------------------------------------------------------------------------------------------------------------------------------------ New York Municipal 0.43 2.49 3.57 4.38 5.41 January 9, 1989 - ------------------------------------------------------------------------------------------------------------------------------------ Lehman Brothers 5-Year Go Muni Index 0.42 2.26 4.03 4.79 - ------------------------------------------------------------------------------------------------------------------------------------ Intermediate Municipal Lipper Composite 0.46 2.44 3.75 4.44 SANFORD C. BERNSTEIN FUND II PORTFOLIO VS. ITS BENCHMARK AND LIPPER COMPOSITE Intermediate Duration Institutional 0.09% 2.54% -- -- 4.73% May 17, 2002 - ------------------------------------------------------------------------------------------------------------------------------------ Lehman Brothers Aggregate Bond Index -0.05 2.26 5.11% 6.29% Intermediate Bond Lipper Composite -0.16 1.82 4.36 5.36 * Prior to May 2, 2005, the Portfolio imposed a 2% fee on purchases and redemptions. Effective May 2, 2005, the fees were reduced from 2% to 1%. The fees are retained by the Portfolio, not paid to Bernstein. See Historical Performance and Benchmark Disclosures on pages 8-9. (Historical Performance continued on next page) - -------------------------------------------------------------------------------- 10 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Historical Performance (continued from previous page) Sanford C. Bernstein Fund, Inc. - -------------------------------------------------------------------------------- Foreign-Stock Portfolios - -------------------------------------------------------------------------------- Tax-Managed International - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Tax Managed MSCI EAFE Foreign Lipper International Stock-Market Index International Yr:Month (after all costs) (before all costs) Large-Cap Core -------- ----------------- ------------------ -------------- 96:3 $25,000 $25,000 $25,000 4 $26,004 $25,727 $25,768 5 $26,048 $25,253 $25,770 6 $26,339 $25,396 $25,989 7 $25,335 $24,653 $25,017 8 $25,437 $24,707 $25,350 9 $26,397 $25,364 $25,915 10 $26,368 $25,104 $25,799 11 $27,503 $26,103 $27,027 12 $27,760 $25,767 $27,172 97:1 $27,745 $24,865 $27,088 2 $28,134 $25,272 $27,503 3 $28,740 $25,364 $27,599 4 $28,927 $25,498 $27,712 5 $29,860 $27,157 $29,416 6 $31,151 $28,655 $30,817 7 $32,752 $29,119 $31,744 8 $30,700 $26,944 $29,402 9 $32,535 $28,453 $31,271 10 $30,855 $26,266 $28,870 11 $30,513 $25,999 $28,705 12 $30,333 $26,225 $28,961 98:1 $32,010 $27,425 $29,705 2 $33,363 $29,184 $31,716 3 $35,982 $30,083 $33,283 4 $35,776 $30,321 $33,789 5 $36,855 $30,174 $33,822 6 $36,701 $30,402 $33,576 7 $37,266 $30,711 $34,062 8 $31,719 $26,906 $29,178 9 $30,196 $26,081 $28,209 10 $31,582 $28,800 $30,426 11 $33,414 $30,275 $32,042 12 $33,655 $31,470 $33,003 99:1 $33,712 $31,377 $33,327 2 $32,824 $30,629 $32,554 3 $34,884 $31,907 $33,725 4 $36,717 $33,200 $35,213 5 $35,866 $31,490 $33,769 6 $37,246 $32,718 $35,441 7 $37,794 $33,691 $36,341 8 $38,228 $33,814 $36,606 9 $37,850 $34,154 $36,796 10 $38,153 $35,433 $38,180 11 $38,587 $36,664 $40,872 12 $41,299 $39,955 $45,793 00:1 $38,864 $37,416 $43,068 2 $39,381 $38,424 $45,320 3 $40,628 $39,913 $46,009 4 $39,688 $37,813 $43,359 5 $39,669 $36,889 $42,084 6 $41,452 $38,332 $43,856 7 $40,513 $36,725 $42,233 8 $40,915 $37,044 $42,770 9 $39,170 $35,240 $40,212 10 $38,749 $34,407 $38,873 11 $38,116 $33,117 $37,240 12 $39,285 $34,294 $38,495 01:1 $40,049 $34,277 $38,646 2 $38,584 $31,707 $35,635 3 $36,545 $29,593 $33,062 4 $39,030 $31,650 $35,380 5 $38,011 $30,533 $34,212 6 $37,820 $29,284 $32,933 7 $36,885 $28,751 $32,073 8 $36,673 $28,023 $31,172 9 $32,320 $25,184 $27,971 10 $33,466 $25,829 $28,720 11 $33,934 $26,782 $29,817 12 $34,366 $26,941 $30,241 02:1 $33,350 $25,509 $28,771 2 $33,912 $25,688 $28,929 3 $35,900 $27,078 $30,399 4 $36,851 $27,257 $30,487 5 $37,932 $27,602 $30,694 6 $36,289 $26,504 $29,522 7 $32,810 $23,887 $26,534 8 $32,529 $23,833 $26,412 9 $28,314 $21,274 $23,502 10 $29,849 $22,417 $24,872 11 $31,988 $23,434 $25,956 12 $31,441 $22,646 $24,996 03:1 $30,630 $21,701 $23,841 2 $30,411 $21,203 $23,212 3 $29,097 $20,786 $22,759 4 $33,150 $22,824 $24,837 5 $35,319 $24,207 $26,210 6 $36,239 $24,791 $26,687 7 $37,181 $25,392 $27,202 8 $37,817 $26,005 $27,736 9 $38,408 $26,806 $28,285 10 $40,446 $28,477 $29,852 11 $41,103 $29,110 $30,517 12 $43,649 $31,385 $32,709 04:01 $43,938 $31,828 $33,222 2 $44,517 $32,563 $33,850 3 $44,851 $32,746 $33,772 4 $44,072 $32,006 $32,843 5 $44,094 $32,113 $32,870 6 $44,829 $32,817 $33,465 7 $43,471 $31,752 $32,242 8 $44,072 $31,892 $32,386 9 $45,452 $32,726 $33,186 10 $46,431 $33,841 $34,253 11 $49,102 $36,153 $36,363 12 $51,322 $37,739 $37,895 05:01 $50,276 $37,047 $37,053 2 $52,481 $38,647 $38,637 3 $51,140 $37,677 $37,604 4 $49,617 $36,791 $36,773 5 $49,640 $36,809 $36,744 6 $50,345 $37,297 $37,224 7 $52,208 $38,440 $38,458 8 $54,027 $39,412 $39,711 9 $56,186 $41,167 $41,180 10 $54,618 $39,965 $40,007 11 $55,868 $40,942 $40,842 12 $58,734 $42,847 $42,961 06:01 $62,762 $45,478 $45,747 2 $62,616 $45,377 $45,424 3 $65,130 $46,873 $47,013 - -------------------------------------------------------------------------------- International - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] MSCI EAFE Foreign Lipper International Stock-Market Index International Yr:Month (after all costs) (before all costs) Large-Cap Core -------- ----------------- ------------------ -------------- 99:4 $25,000 $25,000 $25,000 5 $24,357 $23,713 $23,975 6 $25,270 $24,637 $25,162 7 $25,708 $25,369 $25,801 8 $26,081 $25,462 $25,989 9 $25,875 $25,718 $26,124 10 $25,888 $26,682 $27,107 11 $26,004 $27,609 $29,018 12 $27,631 $30,087 $32,511 00:1 $26,032 $28,175 $30,577 2 $26,461 $28,933 $32,176 3 $27,384 $30,055 $32,665 4 $26,708 $28,473 $30,784 5 $26,734 $27,778 $29,879 6 $28,034 $28,864 $31,137 7 $27,358 $27,654 $29,984 8 $27,670 $27,894 $30,365 9 $26,578 $26,536 $28,549 10 $26,253 $25,909 $27,599 11 $25,915 $24,937 $26,440 12 $26,812 $25,824 $27,331 01:1 $27,373 $25,811 $27,437 2 $26,500 $23,876 $25,300 3 $25,191 $22,284 $23,473 4 $26,687 $23,833 $25,119 5 $25,908 $22,991 $24,290 6 $25,799 $22,051 $23,381 7 $25,159 $21,650 $22,771 8 $25,097 $21,101 $22,131 9 $22,073 $18,964 $19,858 10 $22,821 $19,450 $20,391 11 $23,055 $20,167 $21,169 12 $23,347 $20,287 $21,470 02:1 $22,705 $19,209 $20,427 2 $23,122 $19,343 $20,539 3 $24,424 $20,390 $21,582 4 $25,034 $20,525 $21,645 5 $25,645 $20,785 $21,792 6 $24,601 $19,958 $20,960 7 $22,126 $17,987 $18,839 8 $22,030 $17,946 $18,752 9 $19,202 $16,019 $16,685 10 $20,262 $16,880 $17,658 11 $21,708 $17,646 $18,428 12 $21,284 $17,053 $17,746 03:1 $20,845 $16,341 $16,926 2 $20,650 $15,966 $16,480 3 $19,756 $15,652 $16,158 4 $22,520 $17,186 $17,633 5 $24,016 $18,228 $18,609 6 $24,683 $18,668 $18,947 7 $25,317 $19,120 $19,313 8 $25,723 $19,582 $19,691 9 $26,114 $20,185 $20,081 10 $27,496 $21,444 $21,194 11 $27,935 $21,920 $21,666 12 $29,661 $23,633 $23,222 04:01 $29,891 $23,967 $23,587 2 $30,301 $24,520 $24,032 3 $30,580 $24,658 $23,977 4 $30,088 $24,100 $23,318 5 $30,202 $24,181 $23,336 6 $30,695 $24,711 $23,759 7 $29,759 $23,909 $22,891 8 $30,137 $24,015 $22,993 9 $31,089 $24,643 $23,561 10 $31,729 $25,483 $24,318 11 $33,584 $27,224 $25,817 12 $35,143 $28,418 $26,904 05:01 $34,398 $27,896 $26,306 2 $35,921 $29,102 $27,431 3 $34,994 $28,371 $26,698 4 $33,968 $27,704 $26,108 5 $33,968 $27,717 $26,087 6 $34,464 $28,085 $26,428 7 $35,706 $28,946 $27,304 8 $37,014 $29,677 $28,194 9 $38,520 $30,999 $29,237 10 $37,444 $30,094 $28,404 11 $38,321 $30,830 $28,997 12 $40,298 $32,264 $30,501 06:01 $42,982 $34,245 $32,479 2 $42,780 $34,170 $32,249 3 $44,591 $35,296 $33,378 - -------------------------------------------------------------------------------- Emerging Markets - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Emerging Markets (after deduction MSCI Emerging of purchase and Markets Index Lipper Emerging Yr:Month redemption fees)+ (before all costs) Markets Index -------- ----------------- ------------------ --------------- 96:3 $24,750 $25,000 $25,000 4 $25,985 $26,000 $25,876 5 $25,843 $25,883 $26,130 6 $25,537 $26,045 $26,180 7 $23,941 $24,265 $24,657 8 $23,930 $24,886 $25,329 9 $23,854 $25,102 $25,589 10 $22,804 $24,432 $24,997 11 $23,591 $24,842 $25,566 12 $23,978 $24,954 $25,790 97:1 $25,856 $26,656 $27,749 2 $26,471 $27,798 $28,739 3 $26,142 $27,068 $28,003 4 $25,691 $27,115 $28,008 5 $25,966 $27,891 $28,974 6 $26,724 $29,384 $30,400 7 $27,789 $29,823 $31,284 8 $24,791 $26,028 $27,849 9 $24,758 $26,749 $28,854 10 $20,935 $22,360 $24,037 11 $18,925 $21,544 $22,941 12 $18,242 $22,063 $23,149 98:1 $17,474 $20,333 $21,538 2 $19,158 $22,455 $23,382 3 $20,074 $23,429 $24,203 4 $19,570 $23,174 $24,253 5 $17,085 $19,998 $20,632 6 $15,024 $17,901 $18,676 7 $15,173 $18,468 $19,246 8 $11,314 $13,128 $13,732 9 $11,577 $13,961 $14,247 10 $12,917 $15,431 $15,616 11 $14,279 $16,715 $16,666 12 $14,394 $16,472 $16,457 99:1 $14,034 $16,207 $16,123 2 $14,220 $16,364 $15,984 3 $16,074 $18,521 $17,765 4 $19,284 $20,812 $20,233 5 $19,655 $20,691 $19,988 6 $21,729 $23,040 $22,233 7 $21,150 $22,414 $21,679 8 $21,231 $22,618 $21,439 9 $20,478 $21,852 $20,678 10 $20,617 $22,317 $21,300 11 $21,973 $24,319 $23,649 12 $24,902 $27,411 $27,805 00:1 $24,064 $27,575 $27,482 2 $23,283 $27,939 $28,301 3 $23,400 $28,075 $28,386 4 $22,282 $25,414 $25,298 5 $20,709 $24,363 $23,952 6 $21,373 $25,221 $25,140 7 $21,187 $23,924 $24,114 8 $21,001 $24,042 $24,362 9 $19,696 $21,943 $22,033 10 $18,310 $20,352 $20,387 11 $17,227 $18,572 $18,544 12 $17,891 $19,021 $19,214 01:1 $19,323 $21,638 $21,441 2 $18,738 $19,942 $19,779 3 $17,485 $17,974 $17,892 4 $17,998 $18,860 $18,806 5 $18,583 $19,078 $19,324 6 $18,273 $18,680 $18,987 7 $17,175 $17,491 $17,810 8 $17,378 $17,316 $17,579 9 $14,895 $14,633 $15,070 10 $15,205 $15,541 $15,861 11 $16,423 $17,162 $17,433 12 $17,244 $18,523 $18,545 02:1 $18,291 $19,148 $19,276 2 $18,689 $19,459 $19,708 3 $19,604 $20,623 $20,788 4 $20,098 $20,755 $21,042 5 $20,122 $20,420 $20,848 6 $18,797 $18,882 $19,324 7 $17,942 $17,439 $17,881 8 $17,978 $17,705 $18,027 9 $16,437 $15,794 $16,219 10 $16,871 $16,821 $16,993 11 $17,978 $17,978 $18,136 12 $17,906 $17,380 $17,688 03:1 $18,172 $17,304 $17,585 2 $17,954 $16,817 $17,171 3 $17,373 $16,337 $16,617 4 $19,347 $17,790 $18,218 5 $20,666 $19,062 $19,528 6 $21,853 $20,142 $20,511 7 $23,245 $21,395 $21,450 8 $24,371 $22,827 $22,883 9 $25,194 $22,993 $23,391 10 $27,664 $24,949 $25,212 11 $28,306 $25,253 $25,587 12 $31,673 $27,081 $27,761 04:1 $31,514 $28,027 $28,554 2 $32,749 $29,312 $29,836 3 $33,189 $29,678 $30,236 4 $31,087 $27,248 $27,853 5 $30,292 $26,705 $27,310 6 $30,879 $26,818 $27,450 7 $31,453 $26,328 $27,047 8 $33,005 $27,419 $28,098 9 $35,327 $29,001 $29,745 10 $36,586 $29,694 $30,653 11 $41,009 $32,443 $33,174 12 $44,083 $34,001 $34,893 05:1 $44,196 $34,088 $35,017 2 $48,746 $37,062 $37,937 3 $44,672 $34,612 $35,358 4 $43,745 $33,683 $34,492 5 $44,685 $34,856 $35,560 6 $45,675 $36,040 $36,740 7 $49,084 $38,559 $39,276 8 $50,200 $38,889 $39,887 9 $54,173 $42,510 $43,377 10 $50,200 $39,732 $40,761 11 $53,685 $43,019 $43,784 12 $56,771 $45,561 $46,236 06:1 $63,956 $50,650 $51,538 2 $62,985 $50,590 $51,281 3 $63,669 $51,036 $52,076 Taxable-Bond Portfolios - -------------------------------------------------------------------------------- Intermediate Duration - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Intermediate Lehman Brothers Duration Aggregate Bond Index Lipper Intermediate Yr:Month (after all costs) (before all costs) Bond Composite -------- ----------------- -------------------- ------------------- 96:3 $25,000 $25,000 $25,000 4 $24,895 $24,859 $24,848 5 $24,883 $24,809 $24,803 6 $25,150 $25,142 $25,086 7 $25,244 $25,211 $25,143 8 $25,250 $25,169 $25,123 9 $25,651 $25,607 $25,533 10 $26,174 $26,175 $26,048 11 $26,669 $26,623 $26,489 12 $26,466 $26,375 $26,255 97:1 $26,496 $26,456 $26,332 2 $26,551 $26,522 $26,384 3 $26,270 $26,228 $26,107 4 $26,612 $26,621 $26,447 5 $26,813 $26,872 $26,674 6 $27,135 $27,191 $26,970 7 $27,689 $27,925 $27,663 8 $27,553 $27,686 $27,420 9 $27,873 $28,095 $27,801 10 $28,251 $28,502 $28,129 11 $28,329 $28,633 $28,208 12 $28,492 $28,922 $28,462 98:1 $28,825 $29,293 $28,829 2 $28,825 $29,271 $28,788 3 $28,919 $29,372 $28,889 4 $29,032 $29,525 $29,013 5 $29,295 $29,805 $29,272 6 $29,438 $30,058 $29,482 7 $29,555 $30,122 $29,538 8 $29,847 $30,612 $29,899 9 $30,267 $31,329 $30,560 10 $30,025 $31,163 $30,337 11 $30,331 $31,340 $30,476 12 $30,450 $31,434 $30,577 99:1 $30,745 $31,659 $30,772 2 $30,300 $31,106 $30,200 3 $30,534 $31,278 $30,417 4 $30,659 $31,377 $30,509 5 $30,543 $31,104 $30,191 6 $30,468 $31,003 $30,080 7 $30,324 $30,871 $29,977 8 $30,261 $30,856 $29,929 9 $30,582 $31,214 $30,229 10 $30,633 $31,329 $30,268 11 $30,681 $31,327 $30,292 12 $30,647 $31,176 $30,162 00:1 $30,538 $31,074 $30,050 2 $30,851 $31,450 $30,342 3 $31,167 $31,864 $30,691 4 $30,951 $31,773 $30,522 5 $30,788 $31,758 $30,461 6 $31,430 $32,419 $31,076 7 $31,655 $32,713 $31,316 8 $32,017 $33,187 $31,723 9 $32,223 $33,396 $31,926 10 $32,119 $33,617 $31,996 11 $32,510 $34,166 $32,447 12 $33,211 $34,800 $33,064 01:1 $33,857 $35,369 $33,616 2 $34,014 $35,677 $33,915 3 $34,134 $35,857 $34,064 4 $33,939 $35,708 $33,880 5 $34,168 $35,923 $34,070 6 $34,201 $36,059 $34,172 7 $34,814 $36,865 $34,931 8 $35,151 $37,287 $35,284 9 $35,380 $37,722 $35,583 10 $36,085 $38,511 $36,235 11 $35,761 $37,980 $35,793 12 $35,598 $37,739 $35,553 02:1 $35,825 $38,044 $35,773 2 $35,965 $38,413 $36,052 3 $35,410 $37,774 $35,483 4 $35,794 $38,507 $36,068 5 $36,139 $38,834 $36,349 6 $35,969 $39,170 $36,437 7 $36,199 $39,642 $36,663 8 $36,887 $40,312 $37,278 9 $37,320 $40,964 $37,766 10 $37,222 $40,778 $37,566 11 $37,455 $40,767 $37,653 12 $38,146 $41,609 $38,405 03:1 $38,217 $41,645 $38,458 2 $38,728 $42,221 $38,986 3 $38,722 $42,188 $38,979 4 $39,215 $42,536 $39,369 5 $39,895 $43,329 $40,088 6 $39,765 $43,243 $40,040 7 $38,399 $41,790 $38,745 8 $38,772 $42,067 $38,983 9 $39,706 $43,181 $39,974 10 $39,484 $42,778 $39,659 11 $39,629 $42,880 $39,762 12 $40,090 $43,317 $40,141 04:01 $40,412 $43,665 $40,436 2 $40,777 $44,138 $40,802 3 $41,054 $44,468 $41,090 4 $40,098 $43,312 $40,119 5 $39,889 $43,138 $39,925 6 $40,081 $43,382 $40,105 7 $40,424 $43,812 $40,457 8 $41,061 $44,648 $41,147 9 $41,190 $44,769 $41,256 10 $41,579 $45,144 $41,571 11 $41,343 $44,784 $41,316 12 $41,722 $45,196 $41,659 05:01 $41,980 $45,480 $41,846 2 $41,821 $45,211 $41,660 3 $41,551 $44,979 $41,406 4 $41,982 $45,588 $41,880 5 $42,427 $46,081 $42,264 6 $42,673 $46,332 $42,485 7 $42,406 $45,911 $42,164 8 $42,870 $46,499 $42,638 9 $42,569 $46,020 $42,224 10 $42,243 $45,656 $41,895 11 $42,409 $45,858 $42,045 12 $42,747 $46,294 $42,388 06:01 $42,806 $46,297 $42,417 2 $42,992 $46,450 $42,541 3 $42,582 $45,995 $42,158 - -------------------------------------------------------------------------------- Short Duration Plus - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Short Merrill Lynch 1-3- Duration Plus Lipper Short Investment Year Treasury Index Yr:Month (after all costs) Grade Bond Composite (before all costs) -------- ----------------- ----------------------- ------------------- 96:3 $25,000 $25,000 $25,000 4 $25,051 $25,010 $25,021 5 $25,101 $25,050 $25,072 6 $25,244 $25,223 $25,252 7 $25,364 $25,319 $25,352 8 $25,475 $25,395 $25,439 9 $25,693 $25,623 $25,669 10 $25,999 $25,887 $25,959 11 $26,172 $26,092 $26,157 12 $26,154 $26,092 $26,157 97:1 $26,298 $26,206 $26,280 2 $26,369 $26,282 $26,340 3 $26,362 $26,254 $26,330 4 $26,544 $26,453 $26,545 5 $26,705 $26,633 $26,726 6 $26,868 $26,806 $26,911 7 $27,072 $27,098 $27,206 8 $27,138 $27,112 $27,231 9 $27,288 $27,310 $27,438 10 $27,453 $27,463 $27,642 11 $27,524 $27,526 $27,709 12 $27,603 $27,683 $27,898 98:1 $27,848 $27,924 $28,169 2 $27,885 $27,954 $28,193 3 $27,949 $28,060 $28,308 4 $28,072 $28,184 $28,441 5 $28,193 $28,331 $28,592 6 $28,303 $28,455 $28,741 7 $28,455 $28,572 $28,875 8 $28,650 $28,766 $29,238 9 $28,954 $29,106 $29,626 10 $28,986 $29,091 $29,771 11 $29,087 $29,152 $29,745 12 $29,240 $29,260 $29,850 99:1 $29,377 $29,392 $29,969 2 $29,282 $29,265 $29,822 3 $29,497 $29,485 $30,030 4 $29,604 $29,594 $30,126 5 $29,657 $29,538 $30,107 6 $29,753 $29,585 $30,201 7 $29,831 $29,611 $30,297 8 $29,895 $29,659 $30,384 9 $30,061 $29,869 $30,582 10 $30,144 $29,941 $30,663 11 $30,250 $30,028 $30,721 12 $30,346 $30,076 $30,765 00:1 $30,339 $30,067 $30,754 2 $30,508 $30,259 $30,958 3 $30,656 $30,432 $31,150 4 $30,671 $30,444 $31,231 5 $30,763 $30,523 $31,360 6 $31,095 $30,874 $31,685 7 $31,228 $31,059 $31,885 8 $31,439 $31,302 $32,121 9 $31,675 $31,558 $32,352 10 $31,655 $31,644 $32,525 11 $31,895 $31,913 $32,833 12 $32,263 $32,286 $33,225 01:1 $32,682 $32,719 $33,641 2 $32,857 $32,928 $33,860 3 $33,133 $33,155 $34,142 4 $33,231 $33,228 $34,233 5 $33,454 $33,424 $34,426 6 $33,591 $33,545 $34,543 7 $33,978 $33,964 $34,931 8 $34,235 $34,161 $35,132 9 $34,651 $34,506 $35,711 10 $35,025 $34,782 $36,048 11 $34,908 $34,625 $35,970 12 $34,956 $34,580 $35,983 02:1 $35,080 $34,681 $36,056 2 $35,124 $34,785 $36,230 3 $34,972 $34,586 $35,985 4 $35,240 $34,863 $36,387 5 $35,425 $35,055 $36,534 6 $35,627 $35,100 $36,840 7 $35,888 $35,237 $37,290 8 $36,008 $35,459 $37,418 9 $36,306 $35,694 $37,727 10 $36,304 $35,711 $37,813 11 $36,382 $35,737 $37,699 12 $36,737 $36,085 $38,054 03:1 $36,788 $36,147 $38,049 2 $36,999 $36,358 $38,208 3 $37,030 $36,406 $38,277 4 $37,178 $36,558 $38,349 5 $37,384 $36,787 $38,492 6 $37,434 $36,846 $38,551 7 $37,186 $36,490 $38,342 8 $37,226 $36,527 $38,367 9 $37,549 $36,915 $38,716 10 $37,450 $36,792 $38,572 11 $37,493 $36,798 $38,552 12 $37,680 $36,988 $38,775 04:01 $37,799 $37,094 $38,854 2 $37,971 $37,265 $39,040 3 $38,120 $37,387 $39,162 4 $37,735 $37,026 $38,785 5 $37,634 $36,955 $38,749 6 $37,681 $36,978 $38,746 7 $37,814 $37,113 $38,886 8 $38,039 $37,349 $39,155 9 $38,062 $37,357 $39,120 10 $38,179 $37,467 $39,240 11 $38,058 $37,364 $39,046 12 $38,157 $37,459 $39,127 05:01 $38,196 $37,457 $39,113 2 $38,115 $37,423 $39,025 3 $38,039 $37,373 $39,027 4 $38,237 $37,550 $39,246 5 $38,342 $37,677 $39,394 6 $38,417 $37,775 $39,470 7 $38,345 $37,705 $39,359 8 $38,552 $37,909 $39,603 9 $38,481 $37,844 $39,505 10 $38,446 $37,813 $39,502 11 $38,545 $37,915 $39,627 12 $38,674 $38,051 $39,779 06:01 $38,738 $38,146 $39,845 2 $38,807 $38,217 $39,878 3 $38,863 $38,248 $39,932 - -------------------------------------------------------------------------------- U.S. Government Short Duration - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] U.S. Government Merrill Lynch 1-3- Short Duration Lipper Short U.S. Year Treasury Index Yr:Month (after all costs) Gov't Bond Composite (before all costs) -------- ----------------- -------------------- ------------------- 96:3 $25,000 $25,000 $25,000 4 $24,986 $25,005 $25,021 5 $25,015 $25,035 $25,072 6 $25,174 $25,203 $25,252 7 $25,270 $25,286 $25,352 8 $25,356 $25,354 $25,439 9 $25,551 $25,572 $25,669 10 $25,829 $25,841 $25,959 11 $26,000 $26,040 $26,157 12 $25,955 $26,032 $26,157 97:1 $26,093 $26,154 $26,280 2 $26,160 $26,222 $26,340 3 $26,154 $26,175 $26,330 4 $26,333 $26,366 $26,545 5 $26,494 $26,522 $26,726 6 $26,657 $26,662 $26,911 7 $26,860 $26,940 $27,206 8 $26,906 $26,950 $27,231 9 $27,052 $27,136 $27,438 10 $27,238 $27,326 $27,642 11 $27,286 $27,386 $27,709 12 $27,420 $27,521 $27,898 98:1 $27,618 $27,754 $28,169 2 $27,652 $27,774 $28,193 3 $27,734 $27,866 $28,308 4 $27,834 $27,974 $28,441 5 $27,950 $28,117 $28,592 6 $28,076 $28,241 $28,741 7 $28,220 $28,354 $28,875 8 $28,453 $28,643 $29,238 9 $28,770 $28,992 $29,626 10 $28,855 $29,041 $29,771 11 $28,875 $29,036 $29,745 12 $28,943 $29,120 $29,850 99:1 $29,052 $29,260 $29,969 2 $28,964 $29,146 $29,822 3 $29,158 $29,318 $30,030 4 $29,266 $29,432 $30,126 5 $29,256 $29,405 $30,107 6 $29,329 $29,414 $30,201 7 $29,407 $29,452 $30,297 8 $29,469 $29,505 $30,384 9 $29,652 $29,691 $30,582 10 $29,735 $29,769 $30,663 11 $29,811 $29,846 $30,721 12 $29,836 $29,855 $30,765 00:1 $29,835 $29,876 $30,754 2 $30,004 $30,046 $30,958 3 $30,153 $30,283 $31,150 4 $30,271 $30,392 $31,231 5 $30,359 $30,444 $31,360 6 $30,632 $30,749 $31,685 7 $30,787 $30,930 $31,885 8 $31,016 $31,159 $32,121 9 $31,223 $31,383 $32,352 10 $31,378 $31,562 $32,525 11 $31,663 $31,871 $32,833 12 $32,025 $32,203 $33,225 01:1 $32,414 $32,615 $33,641 2 $32,592 $32,863 $33,860 3 $32,791 $33,073 $34,142 4 $32,868 $33,166 $34,233 5 $33,019 $33,358 $34,426 6 $33,089 $33,448 $34,543 7 $33,453 $33,803 $34,931 8 $33,704 $33,985 $35,132 9 $34,226 $34,431 $35,711 10 $34,552 $34,730 $36,048 11 $34,430 $34,602 $35,970 12 $34,442 $34,567 $35,983 02:1 $34,531 $34,674 $36,056 2 $34,703 $34,848 $36,230 3 $34,527 $34,645 $35,985 4 $34,883 $34,981 $36,387 5 $35,007 $35,132 $36,534 6 $35,255 $35,350 $36,840 7 $35,641 $35,686 $37,290 8 $35,785 $35,835 $37,418 9 $36,081 $36,064 $37,727 10 $36,140 $36,119 $37,813 11 $36,034 $36,035 $37,699 12 $36,385 $36,331 $38,054 03:1 $36,416 $36,340 $38,049 2 $36,573 $36,502 $38,208 3 $36,586 $36,524 $38,277 4 $36,682 $36,595 $38,349 5 $36,862 $36,708 $38,492 6 $36,868 $36,726 $38,551 7 $36,570 $36,450 $38,342 8 $36,554 $36,460 $38,367 9 $36,837 $36,750 $38,716 10 $36,737 $36,625 $38,572 11 $36,750 $36,623 $38,552 12 $36,909 $36,788 $38,775 04:01 $36,986 $36,861 $38,854 2 $37,172 $37,011 $39,040 3 $37,307 $37,098 $39,162 4 $36,923 $36,774 $38,785 5 $36,816 $36,674 $38,749 6 $36,828 $36,691 $38,746 7 $36,983 $36,821 $38,886 8 $37,165 $37,041 $39,155 9 $37,178 $37,008 $39,120 10 $37,309 $37,110 $39,240 11 $37,177 $36,983 $39,046 12 $37,255 $37,060 $39,127 05:01 $37,278 $37,063 $39,113 2 $37,216 $36,994 $39,025 3 $37,156 $36,964 $39,027 4 $37,332 $37,140 $39,246 5 $37,447 $37,280 $39,394 6 $37,506 $37,354 $39,470 7 $37,421 $37,267 $39,359 8 $37,603 $37,463 $39,603 9 $37,513 $37,388 $39,505 10 $37,487 $37,355 $39,502 11 $37,558 $37,439 $39,627 12 $37,688 $37,571 $39,779 06:01 $37,755 $37,657 $39,845 2 $37,790 $37,704 $39,878 3 $37,818 $37,727 $39,932 Each chart shows the growth of $25,000 for the 10-year period ending March 31, 2006, or if the Portfolio's inception date is less than 10 years ago, growth is shown from the first full month after its inception date. * Portfolio, benchmark and Lipper returns are from the close of business on March 31, 1996 (except Emerging Markets Portfolio which is from December 31, 1995 and International Portfolio which is from April 30, 1999) through the close of business on March 31, 2006. + Reflects the growth of $25,000 in the Portfolio after deduction of the purchase fee each investor must pay to the Portfolio upon making an investment in the Portfolio (except for reinvested capital gains and dividends) and the redemption fee payable on closing out an investment in the Portfolio. The starting point for the indices is $25,000. The starting point for the Portfolio is $24,750, which reflects the deduction of the 1% purchase fee. The redemption fee is deducted from the last month's return. Before purchase and redemption charges and excluding these fees, an investment of $25,000 in this Portfolio would have increased to $64,962. Prior to May 2, 2005, the Portfolio imposed a 2% fee on purchases and redemptions. Effective May 2, 2005, the fees were reduced from 2% to 1%. The fees are retained by the Portfolio, not paid to Bernstein. See Historical Performance and Benchmark Disclosures on pages 8-9. (Historical Performance continued on next page) - -------------------------------------------------------------------------------- 2006 Semiannual Report 11 - -------------------------------------------------------------------------------- (Historical Performance continued from previous page) Sanford C. Bernstein Fund, Inc. Municipal Bond Portfolio (Intermediate and Short Duration) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Short Duration Diversified Municipal - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Short Duration Lehman Brothers One-Year Diversified Municipal Municipal Index Lipper Short-Term Yr:Month (after all costs) (before all costs) Municipal Composite - -------- --------------------- ------------------------ ------------------- 96:3 $25,000 $25,000 $25,000 4 $25,030 $25,059 $25,028 5 $25,093 $25,122 $25,083 6 $25,172 $25,245 $25,173 7 $25,279 $25,351 $25,289 8 $25,314 $25,401 $25,344 9 $25,435 $25,516 $25,468 10 $25,532 $25,646 $25,609 11 $25,688 $25,801 $25,767 12 $25,734 $25,857 $25,809 97:1 $25,854 $26,006 $25,899 2 $25,917 $26,089 $26,010 3 $25,892 $26,076 $25,943 4 $25,972 $26,181 $26,031 5 $26,107 $26,313 $26,190 6 $26,209 $26,417 $26,323 7 $26,330 $26,579 $26,536 8 $26,365 $26,613 $26,536 9 $26,496 $26,750 $26,717 10 $26,577 $26,854 $26,813 11 $26,634 $26,936 $26,893 12 $26,753 $27,057 $27,039 98:1 $26,873 $27,198 $27,177 2 $26,956 $27,292 $27,242 3 $27,016 $27,371 $27,299 4 $27,056 $27,404 $27,299 5 $27,173 $27,547 $27,468 6 $27,235 $27,648 $27,562 7 $27,336 $27,743 $27,650 8 $27,460 $27,910 $27,849 9 $27,562 $28,043 $27,994 10 $27,660 $28,176 $28,089 11 $27,740 $28,260 $28,142 12 $27,807 $28,339 $28,235 99:1 $27,946 $28,498 $28,388 2 $28,046 $28,600 $28,390 3 $28,085 $28,624 $28,430 4 $28,141 $28,690 $28,501 5 $28,187 $28,746 $28,513 6 $28,182 $28,721 $28,413 7 $28,252 $28,824 $28,504 8 $28,284 $28,894 $28,507 9 $28,363 $28,991 $28,575 10 $28,391 $29,055 $28,584 11 $28,501 $29,144 $28,681 12 $28,521 $29,169 $28,684 00:1 $28,607 $29,279 $28,701 2 $28,675 $29,368 $28,807 3 $28,791 $29,495 $28,945 4 $28,833 $29,565 $28,974 5 $28,867 $29,614 $29,006 6 $29,098 $29,857 $29,244 7 $29,241 $30,024 $29,422 8 $29,383 $30,178 $29,578 9 $29,433 $30,245 $29,646 10 $29,552 $30,388 $29,771 11 $29,643 $30,502 $29,872 12 $29,857 $30,730 $30,114 01:1 $30,124 $31,094 $30,367 2 $30,222 $31,197 $30,476 3 $30,361 $31,359 $30,632 4 $30,412 $31,418 $30,653 5 $30,602 $31,641 $30,849 6 $30,694 $31,765 $30,973 7 $30,862 $31,904 $31,143 8 $31,052 $32,096 $31,355 9 $31,193 $32,253 $31,443 10 $31,332 $32,393 $31,575 11 $31,321 $32,423 $31,518 12 $31,383 $32,504 $31,543 02:1 $31,612 $32,767 $31,723 2 $31,768 $32,885 $31,875 3 $31,520 $32,655 $31,665 4 $31,773 $32,903 $31,915 5 $31,929 $33,048 $32,030 6 $32,125 $33,210 $32,200 7 $32,246 $33,332 $32,341 8 $32,319 $33,443 $32,468 9 $32,382 $33,518 $32,600 10 $32,296 $33,469 $32,462 11 $32,393 $33,542 $32,523 12 $32,543 $33,755 $32,770 03:1 $32,616 $33,833 $32,825 2 $32,711 $33,918 $32,986 3 $32,719 $33,918 $32,948 4 $32,757 $33,958 $33,022 5 $32,922 $34,067 $33,232 6 $32,903 $34,111 $33,230 7 $32,751 $34,097 $33,024 8 $32,807 $34,142 $33,109 9 $33,020 $34,302 $33,381 10 $33,025 $34,264 $33,335 11 $33,076 $34,297 $33,395 12 $33,147 $34,334 $33,438 04:01 $33,226 $34,407 $33,515 2 $33,301 $34,529 $33,674 3 $33,296 $34,534 $33,606 4 $33,191 $34,451 $33,379 5 $33,130 $34,397 $33,324 6 $33,178 $34,430 $33,353 7 $33,305 $34,565 $33,489 8 $33,427 $34,712 $33,679 9 $33,420 $34,690 $33,695 10 $33,466 $34,690 $33,740 11 $33,408 $34,646 $33,659 12 $33,511 $34,700 $33,766 05:01 $33,538 $34,727 $33,755 2 $33,484 $34,723 $33,744 3 $33,437 $34,695 $33,702 4 $33,580 $34,762 $33,791 5 $33,614 $34,806 $33,837 6 $33,729 $34,950 $33,950 7 $33,740 $34,970 $33,966 8 $33,833 $35,028 $34,039 9 $33,874 $35,092 $34,076 10 $33,868 $35,102 $34,089 11 $33,887 $35,127 $34,128 12 $33,990 $35,217 $34,237 06:01 $34,065 $35,317 $34,323 2 $34,105 $35,351 $34,385 3 $34,131 $35,376 $34,409 - -------------------------------------------------------------------------------- Short Duration California Municipal - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Short Duration Lehman Brothers California Municipal One-Year Municipal Index Lipper Short-Term Yr:Month (after all costs) (before all costs) Municipal Composite - -------- -------------------- ------------------------ ------------------- 96:3 $25,000 $25,000 $25,000 4 $25,044 $25,059 $25,028 5 $25,086 $25,122 $25,083 6 $25,184 $25,245 $25,173 7 $25,291 $25,351 $25,289 8 $25,329 $25,401 $25,344 9 $25,432 $25,516 $25,468 10 $25,551 $25,646 $25,609 11 $25,688 $25,801 $25,767 12 $25,732 $25,857 $25,809 97:1 $25,830 $26,006 $25,899 2 $25,890 $26,089 $26,010 3 $25,884 $26,076 $25,943 4 $25,961 $26,181 $26,031 5 $26,054 $26,313 $26,190 6 $26,154 $26,417 $26,323 7 $26,292 $26,579 $26,536 8 $26,321 $26,613 $26,536 9 $26,422 $26,750 $26,717 10 $26,492 $26,854 $26,813 11 $26,542 $26,936 $26,893 12 $26,659 $27,057 $27,039 98:1 $26,773 $27,198 $27,177 2 $26,852 $27,292 $27,242 3 $26,907 $27,371 $27,299 4 $26,918 $27,404 $27,299 5 $27,028 $27,547 $27,468 6 $27,110 $27,648 $27,562 7 $27,236 $27,743 $27,650 8 $27,355 $27,910 $27,849 9 $27,472 $28,043 $27,994 10 $27,590 $28,176 $28,089 11 $27,670 $28,260 $28,142 12 $27,699 $28,339 $28,235 99:1 $27,835 $28,498 $28,388 2 $27,913 $28,600 $28,390 3 $27,926 $28,624 $28,430 4 $27,999 $28,690 $28,501 5 $28,015 $28,746 $28,513 6 $28,005 $28,721 $28,413 7 $28,099 $28,824 $28,504 8 $28,149 $28,894 $28,507 9 $28,269 $28,991 $28,575 10 $28,296 $29,055 $28,584 11 $28,358 $29,144 $28,681 12 $28,354 $29,169 $28,684 00:1 $28,456 $29,279 $28,701 2 $28,565 $29,368 $28,807 3 $28,671 $29,495 $28,945 4 $28,682 $29,565 $28,974 5 $28,753 $29,614 $29,006 6 $28,981 $29,857 $29,244 7 $29,119 $30,024 $29,422 8 $29,285 $30,178 $29,578 9 $29,361 $30,245 $29,646 10 $29,478 $30,388 $29,771 11 $29,573 $30,502 $29,872 12 $29,737 $30,730 $30,114 01:1 $30,018 $31,094 $30,367 2 $30,111 $31,197 $30,476 3 $30,227 $31,359 $30,632 4 $30,230 $31,418 $30,653 5 $30,418 $31,641 $30,849 6 $30,507 $31,765 $30,973 7 $30,649 $31,904 $31,143 8 $30,781 $32,096 $31,355 9 $30,867 $32,253 $31,443 10 $30,969 $32,393 $31,575 11 $31,012 $32,423 $31,518 12 $31,049 $32,504 $31,543 02:1 $31,251 $32,767 $31,723 2 $31,303 $32,885 $31,875 3 $31,126 $32,655 $31,665 4 $31,296 $32,903 $31,915 5 $31,397 $33,048 $32,030 6 $31,486 $33,210 $32,200 7 $31,568 $33,332 $32,341 8 $31,675 $33,443 $32,468 9 $31,753 $33,518 $32,600 10 $31,629 $33,469 $32,462 11 $31,662 $33,542 $32,523 12 $31,862 $33,755 $32,770 03:1 $31,914 $33,833 $32,825 2 $32,015 $33,918 $32,986 3 $32,033 $33,918 $32,948 4 $32,057 $33,958 $33,022 5 $32,206 $34,067 $33,232 6 $32,172 $34,111 $33,230 7 $32,006 $34,097 $33,024 8 $32,071 $34,142 $33,109 9 $32,271 $34,302 $33,381 10 $32,237 $34,264 $33,335 11 $32,302 $34,297 $33,395 12 $32,344 $34,334 $33,438 04:01 $32,412 $34,407 $33,515 2 $32,505 $34,529 $33,674 3 $32,495 $34,534 $33,606 4 $32,365 $34,451 $33,379 5 $32,330 $34,397 $33,324 6 $32,376 $34,430 $33,353 7 $32,474 $34,565 $33,489 8 $32,541 $34,712 $33,679 9 $32,532 $34,690 $33,695 10 $32,578 $34,690 $33,740 11 $32,520 $34,646 $33,659 12 $32,592 $34,700 $33,766 05:01 $32,643 $34,727 $33,755 2 $32,587 $34,723 $33,744 3 $32,536 $34,695 $33,702 4 $32,643 $34,762 $33,791 5 $32,676 $34,806 $33,837 6 $32,806 $34,950 $33,950 7 $32,807 $34,970 $33,966 8 $32,862 $35,028 $34,039 9 $32,892 $35,092 $34,076 10 $32,902 $35,102 $34,089 11 $32,910 $35,127 $34,128 12 $32,973 $35,217 $34,237 06:01 $33,062 $35,317 $34,323 2 $33,091 $35,351 $34,385 3 $33,105 $35,376 $34,409 - -------------------------------------------------------------------------------- Short Duration New York Municipal - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Short Duration Lehman Brothers New York Municipal One-Year Municipal Index Lipper Short-Term Yr:Month (after all costs) (before all costs) Municipal Composite - -------- -------------------- ------------------------ ------------------- 96:3 $25,000 $25,000 $25,000 4 $25,021 $25,059 $25,028 5 $25,082 $25,122 $25,083 6 $25,161 $25,245 $25,173 7 $25,273 $25,351 $25,289 8 $25,270 $25,401 $25,344 9 $25,401 $25,516 $25,468 10 $25,529 $25,646 $25,609 11 $25,656 $25,801 $25,767 12 $25,688 $25,857 $25,809 97:1 $25,796 $26,006 $25,899 2 $25,862 $26,089 $26,010 3 $25,842 $26,076 $25,943 4 $25,930 $26,181 $26,031 5 $26,033 $26,313 $26,190 6 $26,140 $26,417 $26,323 7 $26,267 $26,579 $26,536 8 $26,283 $26,613 $26,536 9 $26,416 $26,750 $26,717 10 $26,498 $26,854 $26,813 11 $26,554 $26,936 $26,893 12 $26,652 $27,057 $27,039 98:1 $26,777 $27,198 $27,177 2 $26,841 $27,292 $27,242 3 $26,904 $27,371 $27,299 4 $26,924 $27,404 $27,299 5 $27,041 $27,547 $27,468 6 $27,126 $27,648 $27,562 7 $27,209 $27,743 $27,650 8 $27,332 $27,910 $27,849 9 $27,434 $28,043 $27,994 10 $27,533 $28,176 $28,089 11 $27,596 $28,260 $28,142 12 $27,655 $28,339 $28,235 99:1 $27,798 $28,498 $28,388 2 $27,860 $28,600 $28,390 3 $27,922 $28,624 $28,430 4 $27,963 $28,690 $28,501 5 $27,992 $28,746 $28,513 6 $27,970 $28,721 $28,413 7 $28,051 $28,824 $28,504 8 $28,092 $28,894 $28,507 9 $28,158 $28,991 $28,575 10 $28,194 $29,055 $28,584 11 $28,291 $29,144 $28,681 12 $28,292 $29,169 $28,684 00:1 $28,365 $29,279 $28,701 2 $28,455 $29,368 $28,807 3 $28,546 $29,495 $28,945 4 $28,593 $29,565 $28,974 5 $28,648 $29,614 $29,006 6 $28,860 $29,857 $29,244 7 $28,999 $30,024 $29,422 8 $29,115 $30,178 $29,578 9 $29,184 $30,245 $29,646 10 $29,295 $30,388 $29,771 11 $29,410 $30,502 $29,872 12 $29,644 $30,730 $30,114 01:1 $29,881 $31,094 $30,367 2 $29,978 $31,197 $30,476 3 $30,138 $31,359 $30,632 4 $30,136 $31,418 $30,653 5 $30,344 $31,641 $30,849 6 $30,429 $31,765 $30,973 7 $30,571 $31,904 $31,143 8 $30,747 $32,096 $31,355 9 $30,805 $32,253 $31,443 10 $30,961 $32,393 $31,575 11 $30,946 $32,423 $31,518 12 $30,979 $32,504 $31,543 02:1 $31,206 $32,767 $31,723 2 $31,312 $32,885 $31,875 3 $31,136 $32,655 $31,665 4 $31,307 $32,903 $31,915 5 $31,413 $33,048 $32,030 6 $31,526 $33,210 $32,200 7 $31,618 $33,332 $32,341 8 $31,712 $33,443 $32,468 9 $31,773 $33,518 $32,600 10 $31,683 $33,469 $32,462 11 $31,721 $33,542 $32,523 12 $31,932 $33,755 $32,770 03:1 $31,970 $33,833 $32,825 2 $32,081 $33,918 $32,986 3 $32,057 $33,918 $32,948 4 $32,115 $33,958 $33,022 5 $32,301 $34,067 $33,232 6 $32,277 $34,111 $33,230 7 $32,114 $34,097 $33,024 8 $32,184 $34,142 $33,109 9 $32,384 $34,302 $33,381 10 $32,380 $34,264 $33,335 11 $32,450 $34,297 $33,395 12 $32,505 $34,334 $33,438 04:01 $32,559 $34,407 $33,515 2 $32,661 $34,529 $33,674 3 $32,631 $34,534 $33,606 4 $32,501 $34,451 $33,379 5 $32,466 $34,397 $33,324 6 $32,512 $34,430 $33,353 7 $32,613 $34,565 $33,489 8 $32,737 $34,712 $33,679 9 $32,759 $34,690 $33,695 10 $32,782 $34,690 $33,740 11 $32,755 $34,646 $33,659 12 $32,833 $34,700 $33,766 05:01 $32,913 $34,727 $33,755 2 $32,830 $34,723 $33,744 3 $32,780 $34,695 $33,702 4 $32,945 $34,762 $33,791 5 $33,003 $34,806 $33,837 6 $33,110 $34,950 $33,950 7 $33,088 $34,970 $33,966 8 $33,174 $35,028 $34,039 9 $33,207 $35,092 $34,076 10 $33,193 $35,102 $34,089 11 $33,234 $35,127 $34,128 12 $33,332 $35,217 $34,237 06:01 $33,401 $35,317 $34,323 2 $33,437 $35,351 $34,385 3 $33,458 $35,376 $34,409 - -------------------------------------------------------------------------------- Diversified Municipal - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Lehman Brothers Diversified Municipal Lipper Intermediate Five-year G/O Index Yr:Month (after all costs) Municipal Composite (before all costs) - -------- --------------------- ------------------- ------------------- 96:3 $25,000 $25,000 $25,000 4 $24,949 $24,953 $24,963 5 $24,952 $24,940 $24,933 6 $25,118 $25,090 $25,110 7 $25,298 $25,310 $25,275 8 $25,276 $25,316 $25,328 9 $25,508 $25,531 $25,518 10 $25,717 $25,776 $25,756 11 $26,096 $26,160 $26,114 12 $26,029 $26,081 $26,074 97:1 $26,126 $26,136 $26,145 2 $26,283 $26,327 $26,331 3 $26,071 $26,053 $26,033 4 $26,229 $26,181 $26,163 5 $26,498 $26,492 $26,448 6 $26,694 $26,731 $26,681 7 $27,185 $27,314 $27,164 8 $27,039 $27,090 $27,020 9 $27,282 $27,369 $27,263 10 $27,379 $27,494 $27,430 11 $27,470 $27,596 $27,517 12 $27,768 $27,941 $27,765 98:1 $27,962 $28,176 $28,009 2 $28,000 $28,187 $28,043 3 $28,020 $28,187 $28,091 4 $27,975 $28,038 $27,956 5 $28,229 $28,433 $28,288 6 $28,312 $28,513 $28,376 7 $28,388 $28,561 $28,478 8 $28,672 $28,978 $28,863 9 $28,914 $29,291 $29,157 10 $28,969 $29,282 $29,218 11 $28,987 $29,335 $29,259 12 $29,052 $29,435 $29,388 99:1 $29,356 $29,770 $29,685 2 $29,309 $29,601 $29,649 3 $29,331 $29,574 $29,691 4 $29,408 $29,654 $29,777 5 $29,327 $29,476 $29,676 6 $29,073 $29,054 $29,346 7 $29,171 $29,188 $29,502 8 $29,124 $29,042 $29,502 9 $29,136 $29,054 $29,605 10 $29,014 $28,842 $29,540 11 $29,251 $29,084 $29,696 12 $29,184 $28,947 $29,598 00:1 $29,134 $28,811 $29,585 2 $29,284 $29,030 $29,676 3 $29,675 $29,439 $29,942 4 $29,620 $29,322 $29,883 5 $29,537 $29,187 $29,871 6 $30,051 $29,797 $30,423 7 $30,337 $30,131 $30,755 8 $30,650 $30,498 $31,078 9 $30,606 $30,407 $31,026 10 $30,847 $30,635 $31,246 11 $30,983 $30,779 $31,368 12 $31,462 $31,425 $31,871 01:1 $31,806 $31,771 $32,423 2 $31,901 $31,863 $32,501 3 $32,174 $32,111 $32,760 4 $31,993 $31,790 $32,587 5 $32,318 $32,105 $32,909 6 $32,476 $32,310 $33,054 7 $32,804 $32,698 $33,424 8 $33,202 $33,192 $33,872 9 $33,248 $33,139 $33,957 10 $33,505 $33,447 $34,208 11 $33,336 $33,082 $33,955 12 $33,189 $32,834 $33,778 02:1 $33,590 $33,307 $34,319 2 $33,871 $33,690 $34,700 3 $33,406 $33,070 $34,002 4 $33,902 $33,712 $34,764 5 $34,070 $33,897 $34,993 6 $34,369 $34,246 $35,375 7 $34,676 $34,647 $35,760 8 $34,939 $34,976 $36,095 9 $35,381 $35,610 $36,561 10 $34,971 $35,040 $36,200 11 $34,889 $34,882 $36,153 12 $35,441 $35,614 $36,818 03:1 $35,410 $35,453 $36,906 2 $35,795 $35,954 $37,302 3 $35,770 $35,937 $37,271 4 $35,930 $36,157 $37,424 5 $36,593 $36,890 $38,044 6 $36,416 $36,718 $37,952 7 $35,556 $35,585 $37,115 8 $35,762 $35,850 $37,381 9 $36,597 $36,759 $38,359 10 $36,450 $36,555 $38,080 11 $36,671 $36,856 $38,218 12 $36,873 $37,073 $38,358 04:01 $37,026 $37,199 $38,529 2 $37,460 $37,727 $39,037 3 $37,298 $37,473 $38,885 4 $36,651 $36,674 $38,096 5 $36,536 $36,607 $37,959 6 $36,633 $36,696 $38,102 7 $36,967 $37,063 $38,427 8 $37,503 $37,656 $39,095 9 $37,596 $37,761 $39,161 10 $37,797 $37,975 $39,377 11 $37,521 $37,642 $39,108 12 $37,830 $38,003 $39,476 05:01 $37,928 $38,162 $39,460 2 $37,778 $37,978 $39,274 3 $37,529 $37,682 $39,037 4 $37,978 $38,170 $39,513 5 $38,103 $38,360 $39,641 6 $38,281 $38,534 $39,799 7 $38,112 $38,320 $39,597 8 $38,349 $38,626 $39,845 9 $38,204 $38,425 $39,752 10 $38,066 $38,210 $39,588 11 $38,170 $38,348 $39,702 12 $38,388 $38,604 $39,899 06:01 $38,467 $38,693 $39,989 2 $38,562 $38,845 $40,075 3 $38,372 $38,600 $39,918 - -------------------------------------------------------------------------------- California Municipal - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Lehman Brothers Lipper Intermediate California Municipal Five-year G/O Index California Yr:Month (after all costs) (before all costs) Municipal Composite -------- -------------------- ------------------- ------------------- 96:3 $25,000 $25,000 $25,000 4 $24,965 $24,980 $24,963 5 $24,948 $24,973 $24,933 6 $25,132 $25,142 $25,110 7 $25,308 $25,366 $25,275 8 $25,322 $25,366 $25,328 9 $25,550 $25,574 $25,518 10 $25,777 $25,835 $25,756 11 $26,132 $26,246 $26,114 12 $26,076 $26,149 $26,074 97:1 $26,149 $26,198 $26,145 2 $26,301 $26,366 $26,331 3 $26,069 $26,115 $26,033 4 $26,202 $26,238 $26,163 5 $26,486 $26,582 $26,448 6 $26,701 $26,824 $26,681 7 $27,223 $27,443 $27,164 8 $27,076 $27,213 $27,020 9 $27,293 $27,485 $27,263 10 $27,386 $27,559 $27,430 11 $27,475 $27,672 $27,517 12 $27,730 $28,004 $27,765 98:1 $27,959 $28,268 $28,009 2 $28,014 $28,307 $28,043 3 $27,992 $28,259 $28,091 4 $27,927 $28,098 $27,956 5 $28,236 $28,486 $28,288 6 $28,318 $28,560 $28,376 7 $28,393 $28,645 $28,478 8 $28,713 $29,075 $28,863 9 $29,030 $29,505 $29,157 10 $29,059 $29,464 $29,218 11 $29,135 $29,544 $29,259 12 $29,151 $29,556 $29,388 99:1 $29,445 $29,901 $29,685 2 $29,372 $29,761 $29,649 3 $29,411 $29,805 $29,691 4 $29,443 $29,829 $29,777 5 $29,298 $29,647 $29,676 6 $29,068 $29,226 $29,346 7 $29,182 $29,387 $29,502 8 $29,110 $29,258 $29,502 9 $29,206 $29,363 $29,605 10 $29,062 $29,113 $29,540 11 $29,274 $29,373 $29,696 12 $29,132 $29,161 $29,598 00:1 $29,147 $29,179 $29,585 2 $29,381 $29,424 $29,676 3 $29,786 $29,883 $29,942 4 $29,620 $29,706 $29,883 5 $29,642 $29,698 $29,871 6 $30,140 $30,339 $30,423 7 $30,420 $30,691 $30,755 8 $30,836 $31,167 $31,078 9 $30,794 $31,045 $31,026 10 $30,972 $31,244 $31,246 11 $31,150 $31,397 $31,368 12 $31,617 $31,959 $31,871 01:1 $31,951 $32,365 $32,423 2 $32,018 $32,404 $32,501 3 $32,169 $32,556 $32,760 4 $31,896 $32,074 $32,587 5 $32,209 $32,497 $32,909 6 $32,336 $32,696 $33,054 7 $32,653 $33,085 $33,424 8 $33,129 $33,707 $33,872 9 $33,050 $33,619 $33,957 10 $33,341 $33,969 $34,208 11 $33,212 $33,680 $33,955 12 $33,062 $33,394 $33,778 02:1 $33,426 $33,911 $34,319 2 $33,673 $34,267 $34,700 3 $33,160 $33,551 $34,002 4 $33,591 $34,179 $34,764 5 $33,816 $34,449 $34,993 6 $34,026 $34,666 $35,375 7 $34,289 $35,026 $35,760 8 $34,606 $35,439 $36,095 9 $35,123 $36,174 $36,561 10 $34,450 $35,349 $36,200 11 $34,455 $35,317 $36,153 12 $34,984 $35,941 $36,818 03:1 $34,890 $35,698 $36,906 2 $35,302 $36,111 $37,302 3 $35,318 $36,110 $37,271 4 $35,514 $36,319 $37,424 5 $36,129 $37,029 $38,044 6 $35,903 $36,754 $37,952 7 $35,081 $35,686 $37,115 8 $35,277 $35,918 $37,381 9 $35,964 $36,778 $38,359 10 $35,867 $36,656 $38,080 11 $36,080 $36,944 $38,218 12 $36,271 $37,161 $38,358 04:01 $36,387 $37,265 $38,529 2 $36,828 $37,777 $39,037 3 $36,667 $37,494 $38,885 4 $35,982 $36,704 $38,096 5 $35,840 $36,608 $37,959 6 $36,005 $36,762 $38,102 7 $36,327 $37,135 $38,427 8 $36,822 $37,717 $39,095 9 $36,883 $37,827 $39,161 10 $37,125 $38,063 $39,377 11 $36,905 $37,770 $39,108 12 $37,203 $38,122 $39,476 05:01 $37,403 $38,324 $39,460 2 $37,207 $38,118 $39,274 3 $36,941 $37,818 $39,037 4 $37,404 $38,334 $39,513 5 $37,525 $38,470 $39,641 6 $37,673 $38,641 $39,799 7 $37,510 $38,423 $39,597 8 $37,794 $38,747 $39,845 9 $37,652 $38,538 $39,752 10 $37,491 $38,315 $39,588 11 $37,591 $38,466 $39,702 12 $37,776 $38,712 $39,899 06:01 $37,905 $38,838 $39,989 2 $37,998 $39,001 $40,075 3 $37,812 $38,740 $39,918 - -------------------------------------------------------------------------------- New York Municipal - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Lipper Intermediate Lehman Brothers New York Municipal New York Five-year G/O Index Yr:Month (after all costs) Municipal Composite (before all costs) - -------- ------------------ ------------------- ------------------- 96:3 $25,000 $25,000 $25,000 4 $24,969 $24,930 $24,963 5 $24,955 $24,893 $24,933 6 $25,124 $25,062 $25,110 7 $25,306 $25,305 $25,275 8 $25,289 $25,290 $25,328 9 $25,526 $25,538 $25,518 10 $25,760 $25,770 $25,756 11 $26,087 $26,182 $26,114 12 $26,036 $26,085 $26,074 97:1 $26,115 $26,117 $26,145 2 $26,294 $26,318 $26,331 3 $26,062 $26,036 $26,033 4 $26,221 $26,172 $26,163 5 $26,473 $26,515 $26,448 6 $26,673 $26,772 $26,681 7 $27,167 $27,395 $27,164 8 $27,001 $27,157 $27,020 9 $27,245 $27,440 $27,263 10 $27,365 $27,536 $27,430 11 $27,438 $27,646 $27,517 12 $27,739 $28,002 $27,765 98:1 $27,956 $28,240 $28,009 2 $27,975 $28,249 $28,043 3 $27,995 $28,221 $28,091 4 $27,890 $28,034 $27,956 5 $28,229 $28,472 $28,288 6 $28,336 $28,566 $28,376 7 $28,373 $28,597 $28,478 8 $28,723 $29,032 $28,863 9 $28,967 $29,377 $29,157 10 $29,041 $29,368 $29,218 11 $29,100 $29,407 $29,259 12 $29,183 $29,521 $29,388 99:1 $29,509 $29,873 $29,685 2 $29,418 $29,699 $29,649 3 $29,438 $29,667 $29,691 4 $29,496 $29,741 $29,777 5 $29,372 $29,562 $29,676 6 $29,072 $29,131 $29,346 7 $29,191 $29,268 $29,502 8 $29,144 $29,148 $29,502 9 $29,180 $29,174 $29,605 10 $29,036 $28,926 $29,540 11 $29,278 $29,192 $29,696 12 $29,174 $29,046 $29,598 00:1 $29,147 $28,924 $29,585 2 $29,344 $29,156 $29,676 3 $29,717 $29,631 $29,942 4 $29,617 $29,477 $29,883 5 $29,575 $29,359 $29,871 6 $30,111 $30,028 $30,423 7 $30,378 $30,388 $30,755 8 $30,692 $30,802 $31,078 9 $30,619 $30,691 $31,026 10 $30,863 $30,979 $31,246 11 $31,018 $31,140 $31,368 12 $31,565 $31,844 $31,871 01:1 $31,908 $32,226 $32,423 2 $31,954 $32,275 $32,501 3 $32,202 $32,562 $32,760 4 $32,039 $32,272 $32,587 5 $32,336 $32,611 $32,909 6 $32,467 $32,797 $33,054 7 $32,770 $33,174 $33,424 8 $33,166 $33,702 $33,872 9 $33,065 $33,452 $33,957 10 $33,370 $33,763 $34,208 11 $33,148 $33,442 $33,955 12 $32,999 $33,182 $33,778 02:1 $33,448 $33,722 $34,319 2 $33,777 $34,151 $34,700 3 $33,301 $33,471 $34,002 4 $33,798 $34,151 $34,764 5 $33,936 $34,301 $34,993 6 $34,236 $34,637 $35,375 7 $34,542 $35,022 $35,760 8 $34,852 $35,382 $36,095 9 $35,324 $36,021 $36,561 10 $34,911 $35,473 $36,200 11 $34,774 $35,260 $36,153 12 $35,402 $35,997 $36,818 03:1 $35,366 $35,795 $36,906 2 $35,776 $36,312 $37,302 3 $35,699 $36,251 $37,271 4 $35,881 $36,501 $37,424 5 $36,520 $37,288 $38,044 6 $36,364 $37,046 $37,952 7 $35,495 $35,853 $37,115 8 $35,701 $36,149 $37,381 9 $36,544 $37,102 $38,359 10 $36,371 $36,863 $38,080 11 $36,621 $37,187 $38,218 12 $36,802 $37,413 $38,358 04:01 $36,959 $37,490 $38,529 2 $37,397 $38,035 $39,037 3 $37,209 $37,699 $38,885 4 $36,558 $36,905 $38,096 5 $36,418 $36,848 $37,959 6 $36,519 $36,932 $38,102 7 $36,887 $37,309 $38,427 8 $37,434 $37,904 $39,095 9 $37,505 $38,005 $39,161 10 $37,712 $38,201 $39,377 11 $37,441 $37,832 $39,108 12 $37,732 $38,190 $39,476 05:01 $37,863 $38,356 $39,460 2 $37,718 $38,162 $39,274 3 $37,447 $37,825 $39,037 4 $37,933 $38,338 $39,513 5 $38,091 $38,519 $39,641 6 $38,278 $38,689 $39,799 7 $38,087 $38,464 $39,597 8 $38,359 $38,770 $39,845 9 $38,217 $38,553 $39,752 10 $38,026 $38,300 $39,588 11 $38,135 $38,423 $39,702 12 $38,387 $38,682 $39,899 06:01 $38,470 $38,769 $39,989 2 $38,570 $38,933 $40,075 3 $38,381 $38,668 $39,918 Sanford C. Bernstein Fund II, Inc. Taxable-Bond Portfolio - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Intermediate Duration Institutional - -------------------------------------------------------------------------------- Growth of $25,000 [The following table was represented as a line graph in the printed material.] Intermediate Duration Lehman Brothers Institutional Lipper Intermediate Aggregate Bond Index Yr:Month (after all costs) Bond Composite (before all costs) - -------- --------------------- ------------------- -------------------- 02:5 $25,000 $25,000 $25,000 6 $24,908 $25,060 $25,216 7 $25,077 $25,215 $25,520 8 $25,578 $25,639 $25,951 9 $25,878 $25,975 $26,372 10 $25,788 $25,837 $26,252 11 $25,923 $25,897 $26,245 12 $26,432 $26,414 $26,787 03:1 $26,474 $26,450 $26,809 2 $26,840 $26,813 $27,180 3 $26,816 $26,809 $27,160 4 $27,155 $27,077 $27,384 5 $27,624 $27,572 $27,894 6 $27,541 $27,538 $27,839 7 $26,623 $26,647 $26,903 8 $26,875 $26,811 $27,082 9 $27,545 $27,493 $27,798 10 $27,378 $27,276 $27,539 11 $27,498 $27,347 $27,605 12 $27,842 $27,607 $27,886 04:01 $28,034 $27,811 $28,110 2 $28,282 $28,063 $28,415 3 $28,480 $28,261 $28,627 4 $27,811 $27,593 $27,883 5 $27,664 $27,459 $27,771 6 $27,813 $27,583 $27,928 7 $28,054 $27,825 $28,205 8 $28,489 $28,300 $28,743 9 $28,581 $28,375 $28,821 10 $28,848 $28,591 $29,062 11 $28,685 $28,416 $28,831 12 $28,959 $28,652 $29,096 05:01 $29,150 $28,781 $29,279 2 $29,032 $28,652 $29,106 3 $28,849 $28,478 $28,956 4 $29,148 $28,804 $29,348 5 $29,456 $29,068 $29,666 6 $29,622 $29,220 $29,827 7 $29,460 $28,999 $29,556 8 $29,777 $29,325 $29,935 9 $29,555 $29,041 $29,626 10 $29,337 $28,814 $29,392 11 $29,476 $28,917 $29,522 12 $29,708 $29,153 $29,803 06:01 $29,742 $29,173 $29,804 2 $29,870 $29,258 $29,903 3 $29,583 $28,995 $29,610 Each chart shows the growth of $25,000 for the 10-year period ending March 31, 2006, or if the Portfolio's inception date is less than 10 years ago, growth is shown from the first full month after its inception date. * Portfolio, benchmark and Lipper returns are from the close of business on March 31, 1996 (except Intermediate Duration Institutional Portfolio which is from May 31, 2002) through the close of business on March 31, 2006. See Historical Performance and Benchmark Disclosures on pages 8-9. - -------------------------------------------------------------------------------- 12 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Fund Expenses--March 31, 2006 (Unaudited) Fund Expenses--As a shareholder of the Fund, you incur two types of costs: (1) in the case of the Emerging Markets Portfolio only, transaction fees (1% of amounts invested or redeemed at the time of such purchase or redemption) and (2) ongoing costs, including management fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below. Actual Expenses--The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes--The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. BEGINNING ENDING EXPENSES ANNUALIZED ACCOUNT VALUE ACCOUNT VALUE PAID DURING EXPENSE OCTOBER 1, 2005 MARCH 31, 2006 PERIOD* RATIO* - --------------------------------------------------------------------------------------------------------------- Tax-Managed International Class Shares Actual $ 1,000 $ 1,159.17 $ 6.24 1.16% Hypothetical (5% return before expenses) $ 1,000 $ 1,019.15 $ 5.84 1.16% - --------------------------------------------------------------------------------------------------------------- International Class Shares Actual $ 1,000 $ 1,157.62 $ 6.56 1.22% Hypothetical (5% return before expenses) $ 1,000 $ 1,018.85 $ 6.14 1.22% - --------------------------------------------------------------------------------------------------------------- Emerging Markets Class Shares Actual $ 1,000 $ 1,187.11 $ 8.67 1.59% Hypothetical (5% return before expenses) $ 1,000 $ 1,017.00 $ 8.00 1.59% - --------------------------------------------------------------------------------------------------------------- Intermediate Duration Class Shares Actual $ 1,000 $ 1,000.08 $ 2.94 0.59% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.99 $ 2.97 0.59% - --------------------------------------------------------------------------------------------------------------- U.S. Government Short Duration Class Shares Actual $ 1,000 $ 1,007.95 $ 3.95 0.79% Hypothetical (5% return before expenses) $ 1,000 $ 1,020.99 $ 3.98 0.79% - --------------------------------------------------------------------------------------------------------------- Intermediate Duration Institutional Class Shares Actual $ 1,000 $ 1,000.66 $ 2.24 0.45% Hypothetical (5% return before expenses) $ 1,000 $ 1,022.69 $ 2.27 0.45% - --------------------------------------------------------------------------------------------------------------- Short Duration Diversified Municipal Class Shares Actual $ 1,000 $ 1,007.44 $ 3.55 0.71% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.39 $ 3.58 0.71% - --------------------------------------------------------------------------------------------------------------- Short Duration California Municipal Class Shares Actual $ 1,000 $ 1,006.36 $ 4.10 0.82% Hypothetical (5% return before expenses) $ 1,000 $ 1,020.84 $ 4.13 0.82% - --------------------------------------------------------------------------------------------------------------- Short Duration New York Municipal Class Shares Actual $ 1,000 $ 1,007.43 $ 3.70 0.74% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.24 $ 3.73 0.74% - --------------------------------------------------------------------------------------------------------------- Diversified Municipal Class Shares Actual $ 1,000 $ 1,004.21 $ 3.00 0.60% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.94 $ 3.02 0.60% - --------------------------------------------------------------------------------------------------------------- California Municipal Class Shares Actual $ 1,000 $ 1,004.08 $ 3.20 0.64% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.74 $ 3.23 0.64% - --------------------------------------------------------------------------------------------------------------- New York Municipal Class Shares Actual $ 1,000 $ 1,004.11 $ 3.15 0.63% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.79 $ 3.18 0.63% - --------------------------------------------------------------------------------------------------------------- Short Duration Plus Class Shares Actual $ 1,000 $ 1,009.71 $ 3.36 0.67% Hypothetical (5% return before expenses) $ 1,000 $ 1,021.59 $ 3.38 0.67% * Expenses are equal to each Class's annualized expense ratio, shown in the table above, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half-year period). - -------------------------------------------------------------------------------- 2006 Semiannual Report 13 - -------------------------------------------------------------------------------- Portfolio Summary--March 31, 2006 (Unaudited) Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Foreign Stock Portfolios - -------------------------------------------------------------------------------- Tax-Managed International - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Country Breakdown(1) Sector Breakdown(1) 26.7% Japan Financial 34.2% 18.1% United Kingdom Capital Equipment 11.3 14.1% France Energy 9.5 9.3% Switzerland Technology/Electronics 9.1 7.1% Germany Industrial Commodities 7.5 4.2% Netherlands Consumer Staples 7.1 3.3% Italy Medical 5.8 3.1% Spain Consumer Cyclicals 5.4 2.8% Ireland Construction & Housing 4.3 2.2% Canada Utilities 2.8 2% Sweden Telecommunications 2.3 1.8% Australia Transportation 0.7 1.2% Singapore 1.2% Greece 1.2% Norway 1% Belgium 0.7% Hong Kong - -------------------------------------------------------------------------------- International - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Country Breakdown(1) Sector Breakdown(1) 26.7% Japan Financial 34.9% 19.3% United Kingdom Capital Equipment 12.4 15.9% France Technology/Electronics 9.9 8.1% Switzerland Energy 9.5 6.9% Germany Industrial Commodities 7.7 4.7% Netherlands Consumer Staples 6.8 3.2% Italy Medical 5.8 2.9% Spain Consumer Cyclicals 3.7 2.3% Canada Construction & Housing 3.6 2.3% Sweden Utilities 2.8 1.9% Ireland Telecommunications 2.2 1.3% Australia Transportation 0.7 1.2% Singapore 1.2% Norway 1.0% Belgium 1.0% Greece 0.1% Hong Kong - -------------------------------------------------------------------------------- Emerging Markets - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Country Breakdown(1) Sector Breakdown(1) 18.2% South Korea Financial 21.4% 14.8% Brazil Energy 19.3 13.7% South Africa Technology/Electronics 16.6 12.9% Taiwan Industrial Commodities 12.6 7.8% China Telecommunications 8.8 6.6% India Capital Equipment 6.5 5% Mexico Consumer Cyclicals 4.2 4.1% Israel Construction & Housing 3.5 3.7% Thailand Consumer Staples 2.2 3.1% Turkey Medical 2.0 2.9% Russia Utilities 1.4 1.7% Indonesia Gold 0.9 1.7% Hungary Transportation 0.6 0.9% Chili 0.8% Philippines 0.7% Argentina 0.7% Egypt 0.5% Malaysia 0.1% Peru 0.1% Luxembourg 1. All data as of March 31, 2006. The Portfolios' sector and country breakdowns are expressed as a percentage of each Portfolio's total long-term investments and may vary over time. Please note: The sector classifications presented herein are based on the sector categorization methodology of the Adviser. These sector classifications are broadly defined. The "Schedule of Investments" section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolios' prospectus. - -------------------------------------------------------------------------------- 14 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Portfolio Summary--March 31, 2006 (Unaudited) (continued from previous page) Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Taxable Bond Portfolios - -------------------------------------------------------------------------------- Intermediate Duration - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Security Type Breakdown(1) 31.8% Federal National Mortgage Association 14.2% Corporate Bonds 3.9% U.S. Treasury Securities 6.6% Commercial Mortgage-Backed Securities 4.9% Asset-Backed Securities 10.9% Sovereign Debt 1.4% Federal Home Loan Mortgage Corporation 4.4% Collateralized Mortgage Obligations 21.9% Short-Term - -------------------------------------------------------------------------------- Short Duration Plus - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Security Type Breakdown(1) 15.3% Federal National Mortgage Association 7.9% U.S. Treasury Securities 22.6% Corporate Bonds 5.2% Commercial Mortgage-Backed Securities 11.3% Collateralized Mortgage Obligations 13.9% Federal Home Loan Mortgage Corporation 10.9% Short-Term 12.7% Asset-Backed Securities 0.2% Government National Mortgage Securities - -------------------------------------------------------------------------------- U.S. Government Short Duration - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Security Type Breakdown(1) 32.3% U.S. Treasury Securities 27.7% Federal National Mortgage Association 2.4% Federal Home Loan Mortgage Corporation 10.2% Federal Farm Credit Bank 16.9% Federal Home Loan Bank 4.6% Collateralized Mortgage Obligations 1.0% Asset-Backed Securities 4.9% Short-Term - -------------------------------------------------------------------------------- Intermediate Duration Institutional - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] Security Type Breakdown(1) 34.2% Mortgage Pass-Throughs 14.4% Corporate Bonds 3.0% U.S. Treasury Securities 11.5% Sovereign Debt 7.4% Commercial Mortgage-Backed Securities 3.3% Asset-Backed Securities 21.3% Short-Term 4.9% Collateralized Mortgage Obligations 1. All data are as of March 31, 2006. The Portfolios' security type breakdowns are expressed as a percentage of each Portfolio's total investments and may vary over time. - -------------------------------------------------------------------------------- 2006 Semiannual Report 15 - -------------------------------------------------------------------------------- Portfolio Summary--March 31, 2006 (Unaudited) (continued from previous page) Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Municipal Bond Portfolios (Short Duration) - -------------------------------------------------------------------------------- Short Duration Diversified Municipal - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] State Breakdown(1) Quality Rating Breakdown(1) 15.0% Texas 58.7% AAA 9.9% Florida 24.7% AA 7.2% California 5.4% A 7.0% Michigan 3.1% BBB 6.9% Pennsylvania 5.2% BB 6.0% New York 2.9% Unrated 5.7% New Jersey 5.2% Massachusetts 5.1% Maryland 3.3% Kansas 3.3% Oklahoma 3.0% Colorado 2.6% Illinois 2.3% Arizona 2.2% Indiana 2.1% Minnesota 13.2% Other - -------------------------------------------------------------------------------- Short Duration California Municipal - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] State Breakdown(1) Quality Rating Breakdown(1) 85.7% California 67.7% AAA 6.5% Puerto Rico 15.4% AA 3.1% Florida 7.6% A 2.0% Kansas 4.0% BBB 0.7% Virginia 4.1% BB 0.6% Delaware 1.2% Unrated 0.5% Guam 0.5% Wisconsin 0.4% Nevada - -------------------------------------------------------------------------------- Short Duration New York Municipal - -------------------------------------------------------------------------------- [The following table was represented as a pie chart in the printed material.] State Breakdown(1) Quality Rating Breakdown(1) 84.4% New York 71.3% AAA 6.4% Puerto Rico 10.5% AA 3.8% Florida 9.6% A 2.4% Kansas 2.3% BBB 0.6% Delaware 5.9% BB 0.5% Guam 0.4% B 0.5% New Mexico 0.5% Virginia 0.4% Nevada 0.3% Arizona 0.2% Illinois 1. All data are as of March 31, 2006. The Portfolios' quality rating and state breakdowns are expressed as a percentage of each Portfolio's total investments and may vary over time. The quality ratings are determined by using the Standard & Poor's Ratings Services and Moody's Investors Services, Inc. - -------------------------------------------------------------------------------- 16 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Portfolio Summary--March 31, 2006 (Unaudited) (continued from previous page) Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Municipal Bond Portfolios (Intermediate Duration) - -------------------------------------------------------------------------------- Diversified Municipal - -------------------------------------------------------------------------------- State Breakdown(1) Quality Rating Breakdown(1) 9.7% New York 69.7% AAA 9.4% Texas 14.4% AA 7.2% Florida 7.6% A 6.9% California 2.8% BBB 6.8% New Jersey 5.5% BB 6.8% Massachusetts 4.8% Washington 4.5% Pennsylvania 4.4% Illinois 3.3% Hawaii 3.2% Maryland 2.9% Ohio 2.7% Oklahoma 2.3% Virginia 2.3% North Carolina 2.2% Nevada 2.2% Colorado 2.1% Michigan 16.3% Other - -------------------------------------------------------------------------------- California Municipal - -------------------------------------------------------------------------------- State Breakdown(1) Quality Rating Breakdown(1) 84.2% California 66.9% AAA 7.0% Puerto Rico 10.6% AA 2.8% Florida 12.6% A 2.3% New York 4.4% BBB 0.6% Nevada 5.5% BB 0.5% Virginia 0.5% Guam 0.5% Illinois 0.3% North Carolina 0.3% Pennsylvania 0.3% Trust Territories 0.2% Ohio 0.2% West Virginia 0.1% U.S. Virgin Islands 0.1% Arizona 0.1% Coloroda - -------------------------------------------------------------------------------- New York Municipal - -------------------------------------------------------------------------------- State Breakdown(1) Quality Rating Breakdown(1) 87.1% New York 71.3% AAA 4.6% Puerto Rico 10.5% AA 3.6% Florida 9.6% A 1.4% California 2.3% BBB 0.6% Nevada 5.9% BB 0.6% Virginia 0.4% B 0.4% Ohio 0.4% Guam 0.3% North Carolina 0.3% Colorado 0.2% Illinois 0.2% Pennsylvania 0.1% West Virginia 0.1% Arizona 0.1% Texas 1. All data are as of March 31, 2006. The Portfolios' quality rating and state breakdowns are expressed as a percentage of each Portfolio's total investments and may vary over time. The quality ratings are determined by using the Standard & Poor's Ratings Services and Moody's Investors Services, Inc. - -------------------------------------------------------------------------------- 2006 Semiannual Report 17 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Assets and Liabilities--March 31, 2006 (Unaudited) TAX-MANAGED EMERGING INTERNATIONAL INTERNATIONAL MARKETS PORTFOLIO PORTFOLIO PORTFOLIO - -------------------------------------------------------------------------------------------------------------------------- ASSETS Investments in securities at value (including investments of cash collateral for securities loaned of: International, $818,944,000) $ 7,258,970,058 $ 4,142,918,908 (a) $ 2,113,316,736 Foreign currency at value (b) 37,422,956 (c) 13,732,759 (c) 38,915,719 Cash in bank 277 335 303,898 (c) Receivables: Interest 51,694 16,993 4,857 Dividends 25,865,850 11,751,495 9,176,964 Investment securities sold 23,220,463 10,785,852 20,542,916 Capital shares sold 20,197,660 7,394,251 5,622,873 Foreign withholding tax reclaims 1,167,459 291,170 0 Margin due from broker on futures contracts 0 0 11,995 --------------- --------------- --------------- Total assets 7,366,896,417 4,186,891,763 2,187,895,958 --------------- --------------- --------------- LIABILITIES Payable for collateral on securities lending at value 0 818,944,000 0 Payables: Investment securities purchased 49,535,136 42,998,289 13,995,839 Capital shares redeemed 4,079,482 1,497,454 645,951 Management fee 5,339,543 2,559,180 2,116,871 Shareholder servicing and administration fee 1,605,296 722,763 477,107 Transfer Agent fee 54,213 28,338 47,006 Distribution fee payable 2,581 21,886 0 Accrued expenses 287,212 193,995 327,228 Foreign capital gains taxes 0 0 8,834,081 Margin owed to broker on futures contracts 530,819 118,730 0 --------------- --------------- --------------- Total liabilities 61,434,282 867,084,635 26,444,083 --------------- --------------- --------------- NET ASSETS (d) $ 7,305,462,135 $ 3,319,807,128 $ 2,161,451,875 =============== =============== =============== Cost of investments (including cash collateral on securities loaned) $ 5,170,668,986 $ 3,302,781,265 $ 1,303,078,289 =============== =============== =============== SHARES OF CAPITAL STOCK OUTSTANDING 54,391,657 =============== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $ 39.74 =============== NET ASSETS CONSIST OF: Capital stock, at par * $ 273,806 $ 124,870 $ 54,392 Additional paid-in capital 4,776,043,765 2,301,597,091 1,200,301,235 Undistributed net investment income/(excess distributions) (1,392,601) (4,174,588) 2,626,487 Accumulated net realized gain on investment and foreign currency transactions 441,577,292 182,046,723 156,522,142 Unrealized appreciation/(depreciation) of: Investments and futures 2,088,929,321 840,262,873 801,719,317** Foreign currency denominated assets and liabilities 30,552 (49,841) 228,302 --------------- --------------- --------------- $ 7,305,462,135 $ 3,319,807,128 $ 2,161,451,875 =============== =============== =============== (a) Includes securities on loan with a value of $772,761,501. (b) Cost: $37,387,062, $13,748,185 and $38,977,104, respectively. (Note 1) (c) The amounts of U.S. $5,335,631, $1,094,710 and $87,500, respectively, have been segregated to collateralize margin requirements for the open futures contracts at March 31, 2006. (d) See page 19 for share class information on net assets value, offering price and redemption price per share of the Tax-Managed International and International Portfolios. * The Sanford C. Bernstein Fund, Inc., has authorized 7.8 billion shares of common stock with par value $.001 per share. ** Net of accrued foreign capital gains taxes of $8,531,125. See Notes to Financial Statements. The Schedules of Investments, an integral part of the financial statements for each Portfolio, are included as inserts to this report. - -------------------------------------------------------------------------------- 18 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- TAX-MANAGED INTERNATIONAL INTERNATIONAL PORTFOLIO PORTFOLIO - ----------------------------------------------------------------------------------------------- CALCULATION OF MAXIMUM OFFERING PRICE Tax-Managed International Class Shares Net Assets $ 7,299,523,053 Shares of capital stock outstanding 273,581,856 --------------- Net asset value, offering and redemption price per share $ 26.68 =============== International Class Shares Net Assets $ 3,274,379,631 Shares of capital stock outstanding 123,150,449 --------------- Net asset value, offering and redemption price per share $ 26.59 =============== Class A Shares Net Assets $ 4,141,347 $ 29,465,416 Shares of capital stock outstanding 156,020 1,113,043 --------------- --------------- Net asset value and redemption price per share $ 26.54 $ 26.47 Sales charge--4.25% of public offering price 1.18 1.17 --------------- --------------- Maximum offering price $ 27.72 $ 27.64 =============== =============== Class B Shares Net Assets $ 414,911 $ 3,753,114 Shares of capital stock outstanding 15,752 142,633 --------------- --------------- Net asset value and offering price per share $ 26.34 $ 26.31 =============== =============== Class C Shares Net Assets $ 1,382,824 $ 12,208,967 Shares of capital stock outstanding 52,526 463,871 --------------- --------------- Net asset value and offering price per share $ 26.33 $ 26.32 =============== =============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 19 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Assets and Liabilities--March 31, 2006 (Unaudited) (continued) INTERMEDIATE INTERMEDIATE U.S. GOVERNMENT DURATION DURATION SHORT DURATION INSTITUTIONAL PORTFOLIO PORTFOLIO PORTFOLIO - ------------------------------------------------------------------------------------------------------------------ ASSETS Investments in securities at value $ 4,636,043,933 $ 86,920,386 $ 886,186,025 Cash in bank 0 387,003 0 Receivables: Interest 27,928,076 683,552 5,288,287 Investment securities sold 161,212,253 0 48,759,273 Capital shares sold 13,926,482 66,150 1,752,150 Margin due from broker on futures contracts 7,344 0 844 Appreciation of interest rate swap agreement 537,956 0 116,985 Appreciation of foreign currency contracts 3,758,169 0 757,034 --------------- --------------- --------------- Total assets 4,843,414,213 88,057,091 942,860,598 --------------- --------------- --------------- LIABILITIES Due to custodian 437,568 0 1,207,349 Payables: Dividends to shareholders 6,179,339 105,264 1,196,139 Investment securities purchased 1,145,532,751 5,576,912 229,773,376 Credit default swap contracts, at value (amortized discount $402,673, $0, $76,288, $0, $0 and $0 respectively) 254,396 0 53,557 Capital shares redeemed 1,101,201 25,967 0 Deferred income on dollar rolls 188,217 1,703 38,934 Management fee 1,507,690 37,998 247,865 Shareholder servicing and administration fee 331,716 7,602 0 Transfer Agent fee 28,770 6,637 7,403 Accrued expenses 101,125 25,529 40,769 Depreciation of interest rate swap agreement 981,901 0 146,826 Depreciation of foreign currency contracts 696,653 0 145,698 --------------- --------------- --------------- Total liabilities 1,157,341,327 5,787,612 232,857,916 =============== =============== =============== NET ASSETS $ 3,686,072,886 $ 82,269,479 $ 710,002,682 =============== =============== =============== Cost of investments $ 4,682,383,175 $ 87,711,979 $ 895,142,178 =============== =============== =============== SHARES OF CAPITAL STOCK OUTSTANDING 284,141,489 6,661,888 47,625,584 =============== =============== =============== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $ 12.97 $ 12.35 $ 14.91 =============== =============== =============== NET ASSETS CONSIST OF: Capital stock, at par* $ 284,141 $ 6,662 $ 47,626 Additional paid-in capital 3,771,828,437 85,326,674 727,530,538 Undistributed net investment income/(excess distributions) (2,407,734) (12,649) (915,585) Accumulated net realized loss on investment, futures and foreign currency transactions (39,743,522) (2,259,615) (8,247,269) Unrealized appreciation/(depreciation) of: Investments, futures and swaps (46,635,592) (791,593) (8,963,342) Foreign currency denominated assets and liabilities 2,747,156 0 550,714 --------------- --------------- --------------- $ 3,686,072,886 $ 82,269,479 $ 710,002,682 =============== =============== =============== * The Sanford C. Bernstein Fund, Inc., and the Sanford C. Bernstein Fund II, Inc. have authorized 7.8 billion shares and 300 million shares, respectively, of common stock with par value $.001 per share. See Notes to Financial Statements. The Schedules of Investments, an integral part of the financial statements for each Portfolio, are included as inserts to this Report. - -------------------------------------------------------------------------------- 20 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- SHORT DURATION SHORT DURATION SHORT DURATION DIVERSIFIED CALIFORNIA NEW YORK MUNICIPAL MUNICIPAL MUNICIPAL PORTFOLIO PORTFOLIO PORTFOLIO - ---------------------------------------------------------------------------------------------------------------- ASSETS Investments in securities at value $ 232,235,473 $ 70,776,600 $ 118,973,148 Cash in bank 299,215 93,307 66,231 Receivables: Interest 3,598,658 973,292 1,744,616 Investment securities sold 0 0 65,000 Capital shares sold 261,152 0 31,223 Margin due from broker on futures contracts 0 0 0 Appreciation of interest rate swap agreement 1,106 251 500 Appreciation of foreign currency contracts 0 0 0 -------------- -------------- -------------- Total assets 236,395,604 71,843,450 120,880,718 -------------- -------------- -------------- LIABILITIES Due to custodian 0 0 0 Payables: Dividends to shareholders 217,913 53,639 107,841 Investment securities purchased 0 0 3,878,519 Credit default swap contracts, at value (amortized discount $402,673, $0, $76,288, $0, $0 and $0 respectively) 0 0 0 Capital shares redeemed 1,255,422 2,272,535 1,261,154 Deferred income on dollar rolls 0 0 0 Management fee 107,605 30,598 54,587 Shareholder servicing and administration fee 21,602 6,091 10,913 Transfer Agent fee 6,865 6,042 6,931 Accrued expenses 29,027 14,572 21,661 Depreciation of interest rate swap agreement 34,180 9,358 17,932 Depreciation of foreign currency contracts 0 0 0 -------------- -------------- -------------- Total liabilities 1,672,614 2,392,835 5,359,538 ============== ============== ============== NET ASSETS $ 234,722,990 $ 69,450,615 $ 115,521,180 ============== ============== ============== Cost of investments $ 233,834,090 $ 71,154,793 $ 119,304,120 ============== ============== ============== SHARES OF CAPITAL STOCK OUTSTANDING 18,867,873 5,594,806 9,369,285 ============== ============== ============== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $ 12.44 $ 12.41 $ 12.33 ============== ============== ============== NET ASSETS CONSIST OF: Capital stock, at par* $ 18,868 $ 5,595 $ 9,369 Additional paid-in capital 237,859,334 70,307,276 117,035,445 Undistributed net investment income/(excess distributions) (34,515) (25,095) (8,282) Accumulated net realized loss on investment, futures and foreign currency transactions (1,489,006) (449,861) (1,166,948) Unrealized appreciation/(depreciation) of: Investments, futures and swaps (1,631,691) (387,300) (348,404) Foreign currency denominated assets and liabilities 0 0 0 -------------- -------------- -------------- $ 234,722,990 $ 69,450,615 $ 115,521,180 ============== ============== ============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 21 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Assets and Liabilities--March 31, 2006 (Unaudited) (continued) DIVERSIFIED CALIFORNIA NEW YORK MUNICIPAL MUNICIPAL MUNICIPAL PORTFOLIO PORTFOLIO PORTFOLIO - ------------------------------------------------------------------------------------------------------------------- ASSETS Investments in securities at value $ 3,440,636,583 $ 1,141,750,980 $ 1,502,960,520 Cash in bank 81,542 81,238 90,840 Receivables: Interest 46,349,385 15,108,230 22,144,182 Investment securities sold 55,978,881 6,837,982 330,000 Capital shares sold 12,857,883 2,403,805 1,776,048 Appreciation of interest rate swap agreement 13,248 4,592 5,833 --------------- --------------- --------------- Total assets 3,555,917,522 1,166,186,827 1,527,307,423 --------------- --------------- --------------- LIABILITIES Payables: Dividends to shareholders 3,905,636 1,275,678 1,728,279 Investment securities purchased 45,873,848 6,200,559 42,191,064 Capital shares redeemed 4,651,148 781,808 1,544,503 Management fee 1,438,747 512,822 646,618 Shareholder servicing and administration fee 298,354 97,005 123,482 Transfer Agent fee 43,908 13,977 37,420 Distribution fee payable 116,445 50,401 75,536 Accrued expenses 131,754 98,352 94,258 Depreciation of interest rate swap agreement 436,958 147,060 197,785 --------------- --------------- --------------- Total liabilities 56,896,798 9,177,662 46,638,945 --------------- --------------- --------------- NET ASSETS (a) $ 3,499,020,724 $ 1,157,009,165 $ 1,480,668,478 =============== =============== =============== Cost of investments $ 3,434,649,989 $ 1,138,179,948 $ 1,498,187,719 =============== =============== =============== NET ASSETS CONSIST OF: Capital stock, at par* $ 251,843 $ 82,274 $ 107,857 Additional paid-in capital 3,501,966,188 1,156,392,918 1,476,777,730 Undistributed net investment income/(excess distributions) (219,786) (235,700) (91,176) Accumulated net realized loss on investment and futures transactions (8,540,405) (2,658,891) (706,782) Unrealized appreciation of investments and swaps 5,562,884 3,428,564 4,580,849 --------------- --------------- --------------- $ 3,499,020,724 $ 1,157,009,165 $ 1,480,668,478 =============== =============== =============== (a) See page 23 for share class information on net asset value, offering price and redemption price per share of the Diversified Municipal, California Municipal and New York Municipal Portfolios. * The Sanford C. Bernstein Fund, Inc., has authorized 7.8 billion shares of common stock with par value $.001 per share. See Notes to Financial Statements. The Schedules of Investments, an integral part of the financial statements for each Portfolio, are included as inserts to this Report. - -------------------------------------------------------------------------------- 22 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- DIVERSIFIED CALIFORNIA NEW YORK MUNICIPAL MUNICIPAL MUNICIPAL PORTFOLIO PORTFOLIO PORTFOLIO - --------------------------------------------------------------------------------------------------------- CALCULATION OF MAXIMUM OFFERING PRICE Municipal Class Shares Municipal Class Shares Net Assets $ 3,323,082,537 $ 1,079,633,668 $ 1,370,240,143 Shares of capital stock outstanding 239,184,664 76,771,848 99,808,919 --------------- --------------- --------------- Net asset value and offering price per share $ 13.89 $ 14.06 $ 13.73 =============== =============== =============== Class A Shares Net Assets $ 70,937,833 $ 32,350,395 $ 41,161,523 Shares of capital stock outstanding 5,104,258 2,300,520 2,999,380 --------------- --------------- --------------- Net asset value and redemption price per share $ 13.90 $ 14.06 $ 13.72 Sales charge--4.25% of public offering price .62 .62 .61 --------------- --------------- --------------- Maximum offering price $ 14.52 $ 14.68 $ 14.33 =============== =============== =============== Class B Shares Net Assets $ 50,805,669 $ 21,302,644 $ 40,497,682 Shares of capital stock outstanding 3,655,228 1,514,610 2,952,152 --------------- --------------- --------------- Net asset value and offering price per share $ 13.90 $ 14.06 $ 13.72 =============== =============== =============== Class C Shares Net Assets $ 54,194,685 $ 23,722,458 $ 28,769,130 Shares of capital stock outstanding 3,899,338 1,686,976 2,096,259 --------------- --------------- --------------- Net asset value and offering price per share $ 13.90 $ 14.06 $ 13.72 =============== =============== =============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 23 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Assets and Liabilities--March 31, 2006 (Unaudited) (continued) SHORT DURATION PLUS PORTFOLIO - ------------------------------------------------------------------------------- ASSETS Investments in securities at value $ 482,350,475 Cash in bank 1,008,011 Receivables: Interest 3,962,756 Capital shares sold 241,105 -------------- Total assets 487,562,347 -------------- LIABILITIES Payables: Dividends to shareholders 683,843 Investment securities purchased 32,597,980 Capital shares redeemed 677,227 Deferred income on dollar rolls 9,893 Management fee 197,522 Shareholder servicing and administration fee 34,093 Transfer Agent fee 17,849 Distribution fee payable 48,283 Accrued expenses 113,313 Depreciation of swap agreement 20,331 -------------- Total liabilities 34,400,334 -------------- NET ASSETS $ 453,162,013 ============== Cost of investments $ 487,504,090 ============== NET ASSETS CONSIST OF: Capital stock, at par * $ 36,967 Additional paid-in capital 472,806,973 Undistributed net investment income/(excess distributions) (1,345,847) Accumulated net realized loss on investment transactions (13,162,134) Unrealized appreciation/(depreciation) of investments and swaps (5,173,946) -------------- $ 453,162,013 ============== SHORT DURATION PLUS PORTFOLIO - ------------------------------------------------------------------------------- CALCULATION OF MAXIMUM OFFERING PRICE Short Duration Plus Class Shares Net Assets $ 374,477,837 Shares of capital stock outstanding 30,547,508 -------------- Net asset value and offering price per share $ 12.26 ============== Short Duration Class A Shares Net Assets $ 38,164,081 Shares of capital stock outstanding 3,112,894 -------------- Net asset value and redemption price per share $ 12.26 Sales charge--4.25% of public offering price 0.54 -------------- Maximum offering price $ 12.80 ============== Short Duration Class B Shares Net Assets $ 21,233,474 Shares of capital stock outstanding 1,732,206 -------------- Net asset value and offering price per share $ 12.26 ============== Short Duration Class C Shares Net Assets $ 19,286,621 Shares of capital stock outstanding 1,573,975 -------------- Net asset value and offering price per share $ 12.25 ============== * The Sanford C. Bernstein Fund Inc., has authorized 7.8 billion shares of common stock with par value $0.001 per share. See Notes to Financial Statements. The Schedules of Investments, an integral part of the financial statements for each Portfolio, are included as inserts to this Report. - -------------------------------------------------------------------------------- 24 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- This page intentionally left blank. - -------------------------------------------------------------------------------- 2006 Semiannual Report 25 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Operations for the Six Months Ended March 31, 2006 (Unaudited) TAX-MANAGED EMERGING INTERMEDIATE INTERNATIONAL INTERNATIONAL MARKETS DURATION PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO - ------------------------------------------------------------------------------------------------------------------------ INVESTMENT INCOME Income: Interest $ 1,457,210 $ 1,076,138 $ 298,595 $ 88,848,231 Dividends (net of foreign withholding taxes of $2,778,041, $1,304,348, $2,514,104 and $0, respectively) 50,635,232 22,095,881 20,063,457 0 ------------- ------------- -------------- ------------- Total income 52,092,442 23,172,019 20,362,052 88,848,231 ------------- ------------- -------------- ------------- Expenses Management fee 27,962,377 13,506,375 11,157,403 8,075,760 Shareholder servicing and administration fee 8,174,830 3,729,555 2,454,756 1,766,885 Custodian fee 1,309,842 770,224 1,684,904 237,947 Transfer agent fee--Non-Retail Class 146,899 96,259 143,337 112,660 Transfer agent fee--Class A 7,334 17,118 0 0 Transfer agent fee--Class B 556 1,853 0 0 Transfer agent fee--Class C 2,154 6,288 0 0 Distribution fees--Class A 4,810 43,670 0 0 Distribution fees--Class B 1,247 15,902 0 0 Distribution fees--Class C 4,749 53,846 0 0 Auditing and tax fees 103,855 53,972 31,572 52,485 Directors' fees and expenses 96,283 44,052 24,395 29,702 Legal fees 65,198 27,895 19,657 49,743 Registration fees 106,809 58,241 43,716 64,820 Printing fees 72,778 43,052 46,284 42,820 Miscellaneous 93,415 46,101 55,392 48,513 ------------- ------------- -------------- ------------- Total expenses 38,153,136 18,514,403 15,661,416 10,481,335 Less: expenses waived and reimbursed by the Adviser or Transfer Agent (8,365) (291) 0 0 Less: expense offset arrangement (35) (539) 0 0 ------------- ------------- -------------- ------------- Net expenses 38,144,736 18,513,573 15,661,416 10,481,335 ------------- ------------- -------------- ------------- Net investment income 13,947,706 4,658,446 4,700,636 78,366,896 ------------- ------------- -------------- ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS Net realized gain (loss) on: Investment transactions 446,902,709 235,662,855 196,477,996 * (31,023,220) Futures transactions 3,324,769 1,597,879 0 (762,934) Foreign currency transactions (5,066,243) (582,915) (1,376,324) (2,222,662) Swap transactions 0 0 0 (1,165,557) ------------- ------------- -------------- ------------- Net realized gain (loss) on investment and foreign currency transactions 445,161,235 236,677,819 195,101,672 (35,174,373) ------------- ------------- -------------- ------------- Net increase (decrease) in unrealized appreciation/(depreciation) of: Investments, futures and swaps 526,624,891 207,189,201 135,036,556 + (42,760,844) Foreign currency denominated assets and liabilities (405,324) 34,826 177,394 742,941 ------------- ------------- -------------- ------------- Net increase (decrease) in unrealized appreciation/(depreciation) of investments and foreign currency denominated assets and liabilities 526,219,567 207,224,027 135,213,950 (42,017,903) ------------- ------------- -------------- ------------- Net realized and unrealized gain (loss) on investment and foreign currency transactions 971,380,802 443,901,846 330,315,622 (77,192,276) ------------- ------------- -------------- ------------- Net increase in net assets resulting from operations $ 985,328,508 $ 448,560,292 $ 335,016,258 $ 1,174,620 ============= ============= ============== ============= * Net of foreign capital gains taxes of $1,098,881. + Net of change in foreign capital gains taxes of $2,254,942. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 26 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- INTERMEDIATE SHORT DURATION SHORT DURATION SHORT DURATION U.S. GOVERNMENT DURATION DIVERSIFIED CALIFORNIA NEW YORK SHORT DURATION INSTITUTIONAL MUNICIPAL MUNICIPAL MUNICIPAL PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO - ----------------------------------------------------------------------------------------------------------------------------------- INVESTMENT INCOME Income: Interest $ 1,634,590 $ 17,723,687 $ 4,120,303 $ 996,494 $ 1,941,588 Dividends (net of foreign withholding taxes of $2,778,041, $1,304,348, $2,514,104 and $0, respectively) 0 0 0 0 0 --------------- ------------- -------------- ------------- -------------- Total income 1,634,590 17,723,687 4,120,303 996,494 1,941,588 --------------- ------------- -------------- ------------- -------------- Expenses Management fee 212,221 1,773,953 625,547 164,204 305,327 Shareholder servicing and administration fee 42,444 0 125,109 32,841 61,066 Custodian fee 44,885 115,351 68,914 46,997 54,492 Transfer agent fee--Non-Retail Class 12,550 11,991 13,681 12,267 12,380 Transfer agent fee--Class A 0 0 0 0 0 Transfer agent fee--Class B 0 0 0 0 0 Transfer agent fee--Class C 0 0 0 0 0 Distribution fees--Class A 0 0 0 0 0 Distribution fees--Class B 0 0 0 0 0 Distribution fees--Class C 0 0 0 0 0 Auditing and tax fees 3,610 30,191 4,191 314 2,511 Directors' fees and expenses 551 12,099 2,526 592 1,012 Legal fees 1,046 35,229 3,114 855 1,465 Registration fees 11,537 21,915 32,680 5,608 4,280 Printing fees 929 16,858 4,862 1,826 3,796 Miscellaneous 6,253 20,402 6,814 3,927 4,680 --------------- ------------- -------------- ------------- -------------- Total expenses 336,026 2,037,989 887,438 269,431 451,009 Less: expenses waived and reimbursed by the Adviser or Transfer Agent 0 (431,431) 0 0 0 Less: expense offset arrangement 0 0 0 0 0 --------------- ------------- -------------- ------------- -------------- Net expenses 336,026 1,606,558 887,438 269,431 451,009 --------------- ------------- -------------- ------------- -------------- Net investment income 1,298,564 16,117,129 3,232,865 727,063 1,490,579 --------------- ------------- -------------- ------------- -------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS Net realized gain (loss) on: Investment transactions (689,521) (6,736,462) (431,721) (259,752) 4,090 Futures transactions 0 (271,543) 33,632 24,023 19,218 Foreign currency transactions 0 (405,212) 0 0 0 Swap transactions 0 (259,626) 70,200 7,117 (23,476) --------------- ------------- -------------- ------------- -------------- Net realized gain (loss) on investment and foreign currency transactions (689,521) (7,672,843) (327,889) (228,612) (168) --------------- ------------- -------------- ------------- -------------- Net increase (decrease) in unrealized appreciation/(depreciation) of: Investments, futures and swaps 59,855 (7,991,051) (966,695) (72,316) (558,299) Foreign currency denominated assets and liabilities 0 179,919 0 0 0 --------------- ------------- -------------- ------------- -------------- Net increase (decrease) in unrealized appreciation/(depreciation) of investments and foreign currency denominated assets and liabilities 59,855 (7,811,132) (966,695) (72,316) (558,299) --------------- ------------- -------------- ------------- -------------- Net realized and unrealized gain (loss) on investment and foreign currency transactions (629,666) (15,483,975) (1,294,584) (300,928) (558,467) --------------- ------------- -------------- ------------- -------------- Net increase in net assets resulting from operations $ 668,898 $ 633,154 $ 1,938,281 $ 426,135 $ 932,112 =============== ============= ============== ============= ============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 27 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Operations for the Six Months Ended March 31, 2006 (Unaudited) (continued) DIVERSIFIED CALIFORNIA NEW YORK MUNICIPAL MUNICIPAL MUNICIPAL PORTFOLIO PORTFOLIO PORTFOLIO - ----------------------------------------------------------------------------------------------------- INVESTMENT INCOME Income: Interest $ 64,638,327 $ 21,297,336 $ 29,139,439 ------------ ------------ ------------- Total income 64,638,327 21,297,336 29,139,439 ------------ ------------ ------------- Expenses: Management fee 7,707,181 2,742,833 3,494,822 Shareholder servicing fee 1,576,059 511,454 660,317 Custodian fee 237,296 131,551 147,353 Transfer agent fee--Municipal Class 55,266 16,915 20,238 Transfer agent fee--Class A 16,868 7,051 13,173 Transfer agent fee--Class B 12,999 4,900 13,946 Transfer agent fee--Class C 13,527 5,423 10,006 Distribution fees--Class A 115,326 51,131 64,137 Distribution fees--Class B 294,944 118,538 226,876 Distribution fees--Class C 307,449 131,546 162,313 Auditing and tax fees 57,929 23,353 28,795 Printing fees 57,243 20,769 29,873 Registration fees 123,022 20,260 38,605 Legal fees 40,420 17,281 19,965 Directors' fees and expenses 35,187 10,755 11,336 Miscellaneous 52,444 18,631 31,048 ------------ ------------ ------------- Total expenses 10,703,160 3,832,391 4,972,803 Less: expense offset arrangement (909) (410) (521) ------------ ------------ ------------- Net expenses 10,702,251 3,831,981 4,972,282 ------------ ------------ ------------- Net investment income 53,936,076 17,465,355 24,167,157 ------------ ------------ ------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS Net realized gain (loss) on: Investment transactions (3,981,659) (634,824) (119,900) Futures transactions 105,699 201,789 321,901 Swap transactions 1,548,606 8,337 287,249 ------------ ------------ ------------- Net realized gain (loss) on investment transactions (2,327,354) (424,698) 489,250 ------------ ------------ ------------- Net decrease in unrealized appreciation/ (depreciation) of investments, futures and swaps (38,554,016) (13,104,063) (18,972,070) ------------ ------------ ------------- Net realized and unrealized loss on investment transactions (40,881,370) (13,528,761) (18,482,820) ------------ ------------ ------------- Net increase in net assets resulting from operations $ 13,054,706 $ 3,936,594 $ 5,684,337 ============ ============ ============= See Notes to Financial Statements. - -------------------------------------------------------------------------------- 28 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- SHORT DURATION PLUS PORTFOLIO - -------------------------------------------------------------------------------- INVESTMENT INCOME Income: Interest $ 10,363,007 ------------ Total income 10,363,007 ------------ Expenses Management fee 1,137,531 Shareholder servicing fee 195,861 Custodian fees 104,095 Transfer Agent fee--Plus Class 25,734 Transfer Agent fee--Class A 21,284 Transfer Agent fee--Class B 13,646 Transfer Agent fee--Class C 11,895 Distribution fees--Short Duration Class A 58,830 Distribution fees--Short Duration Class B 124,475 Distribution fees--Short Duration Class C 108,637 Auditing and tax fees 14,220 Directors' fees and expenses 3,840 Legal fees 9,686 Registration fees 48,347 Printing fees 35,666 Miscellaneous 14,597 ------------ Total expenses 1,928,344 Less: expense offset arrangement (1,014) ------------ Net expenses 1,927,330 ------------ Net investment income 8,435,677 ------------ REALIZED AND UNREALIZED LOSS ON INVESTMENT TRANSACTIONS Net realized loss on investment transactions (3,690,713) ------------ Net decrease in unrealized appreciation/(depreciation) of investments and swaps (424,785) ------------ Net realized and unrealized loss on investment transactions (4,115,498) ------------ Net increase in net assets resulting from operations $ 4,320,179 ============ See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 29 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Changes in Net Assets TAX-MANAGED INTERNATIONAL INTERNATIONAL PORTFOLIO PORTFOLIO SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 13,947,706 $ 62,239,311 $ 4,658,446 $ 29,005,975 Net realized gain (loss) on investment and foreign currency transactions 445,161,235 350,763,410 236,677,819 211,320,415 Increase (decrease) in unrealized appreciation/ (depreciation) of investments and foreign currency denominated assets and liabilities 526,219,567 714,291,614 207,224,027 294,200,680 --------------- --------------- --------------- --------------- Net increase in net assets resulting from operations 985,328,508 1,127,294,335 448,560,292 534,527,070 --------------- --------------- --------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (76,837,936) (38,554,498) (37,507,007) (19,679,950) Distributions from net realized gain on investment transactions (a) (352,939,338) (64,402,318) 0 0 --------------- --------------- --------------- --------------- Total dividends and distributions to shareholders (429,777,274) (102,956,816) (37,507,007) (19,679,950) --------------- --------------- --------------- --------------- Capital-share transactions Net proceeds from sales of shares 674,615,593 1,054,997,614 347,040,701 443,734,535 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 368,733,747 97,862,728 36,476,471 19,096,435 --------------- --------------- --------------- --------------- Total proceeds from shares sold 1,043,349,340 1,152,860,342 383,517,172 462,830,970 Cost of shares redeemed (375,485,678) (707,054,456) (302,368,400) (349,463,822) --------------- --------------- --------------- --------------- Increase (decrease) in net assets from capital-share transactions 667,863,662 445,805,886 81,148,772 113,367,148 --------------- --------------- --------------- --------------- Net increase in net assets 1,223,414,896 1,470,143,405 492,202,057 628,214,268 NET ASSETS: Beginning of period 6,082,047,239 4,611,903,834 2,827,605,071 2,199,390,803 --------------- --------------- --------------- --------------- End of period (b) $ 7,305,462,135 $ 6,082,047,239 $ 3,319,807,128 $ 2,827,605,071 =============== =============== =============== =============== (b) Includes undistributed net investment income/(excess distributions) of: $ (1,392,601) $ 61,497,629 $ (4,174,588) $ 28,673,973 =============== =============== =============== =============== (a) See page 36 for share class information on dividend distributions of the Tax-Managed International and International Portfolios. *Includes effect of portfolio transaction fee in the amounts of $4,523,703 and $13,012,499 for the six months ended March 31, 2006 and the year ended September 30, 2005, respectively. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 30 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- EMERGING INTERMEDIATE MARKETS DURATION PORTFOLIO PORTFOLIO SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 4,700,636 $ 29,612,420 $ 78,366,896 $ 123,254,319 Net realized gain (loss) on investment and foreign currency transactions 195,101,672 379,858,809 (35,174,373) 2,643,441 Increase (decrease) in unrealized appreciation/ (depreciation) of investments and foreign currency denominated assets and liabilities 135,213,950 263,522,430 (42,017,903) (26,423,230) --------------- --------------- --------------- --------------- Net increase in net assets resulting from operations 335,016,258 672,993,659 1,174,620 99,474,530 --------------- --------------- --------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (25,802,664) (2,635,948) (80,100,965) (126,024,077) Distributions from net realized gain on investment transactions (a) (403,836,187) (36,713,975) (1,045,578) (8,277,788) --------------- --------------- --------------- --------------- Total dividends and distributions to shareholders (429,638,851) (39,349,923) (81,146,543) (134,301,865) --------------- --------------- --------------- --------------- Capital-share transactions Net proceeds from sales of shares 232,745,899 373,695,958 565,381,615 923,619,555 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 371,843,207 38,639,865 14,315,849 30,945,279 --------------- --------------- --------------- --------------- Total proceeds from shares sold 604,589,106 412,335,823 579,697,464 954,564,834 Cost of shares redeemed (229,040,957) (526,820,800) (200,397,612) (385,795,947) --------------- --------------- --------------- --------------- Increase (decrease) in net assets from capital-share transactions 375,548,149* (114,484,977)* 379,299,852 568,768,887 --------------- --------------- --------------- --------------- Net increase in net assets 280,925,556 519,158,759 299,327,929 533,941,552 NET ASSETS: Beginning of period 1,880,526,319 1,361,367,560 3,386,744,957 2,852,803,405 --------------- --------------- --------------- --------------- End of period (b) $ 2,161,451,875 $ 1,880,526,319 $ 3,686,072,886 $ 3,386,744,957 =============== =============== =============== =============== (b) Includes undistributed net investment income/(excess distributions) of: $ 2,626,487 $ 23,728,515 $ (2,407,734) $ (673,655) =============== =============== =============== =============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 31 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Changes in Net Assets (continued) U.S. GOVERNMENT INTERMEDIATE DURATION SHORT DURATION INSTITUTIONAL PORTFOLIO PORTFOLIO SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 1,298,564 $ 2,209,374 $ 16,117,129 $ 25,442,124 Net realized gain (loss) on investment and foreign currency transactions (689,521) (547,164) (7,672,843) 537,774 Increase (decrease) in unrealized appreciation/ (depreciation) of investments, futures and swaps 59,855 (874,120) (7,811,132) (5,540,221) --------------- --------------- --------------- --------------- Net increase in net assets resulting from operations 668,898 788,090 633,154 20,439,677 --------------- --------------- --------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (1,360,920) (2,490,757) (16,490,318) (25,875,590) Distributions from net realized gain on investment transactions (a) 0 (7,475) 0 (3,830,748) --------------- --------------- --------------- --------------- Total dividends and distributions to shareholders (1,360,920) (2,498,232) (16,490,318) (29,706,338) --------------- --------------- --------------- --------------- Capital-share transactions: Net proceeds from sales of shares 8,732,080 16,832,340 161,149,112 197,365,725 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 735,817 1,339,188 4,547,163 13,042,331 --------------- --------------- --------------- --------------- Total proceeds from shares sold 9,467,897 18,171,528 165,696,275 210,408,056 Cost of shares redeemed (12,900,895) (23,661,657) (90,751,620) (159,474,673) --------------- --------------- --------------- --------------- Increase (decrease) in net assets from capital-share transactions (3,432,998) (5,490,129) 74,944,655 50,933,383 --------------- --------------- --------------- --------------- Net increase (decrease) in net assets (4,125,020) (7,200,271) 59,087,491 41,666,722 NET ASSETS: Beginning of period 86,394,499 93,594,770 650,915,191 609,248,469 --------------- --------------- --------------- --------------- End of period (b) $ 82,269,479 $ 86,394,499 $ 710,002,682 $ 650,915,191 =============== =============== =============== =============== (b) Includes undistributed net investment income/ (excess distributions) of: $ (12,649) $ 49,707 $ (915,585) $ (542,396) =============== =============== =============== =============== (a) See page 36 for share class information on dividend distributions of the Diversified Municipal Portfolio. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 32 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- SHORT DURATION SHORT DURATION DIVERSIFIED MUNICIPAL CALIFORNIA MUNICIPAL PORTFOLIO PORTFOLIO SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 3,232,865 $ 5,217,926 $ 727,063 $ 1,286,431 Net realized gain (loss) on investment and foreign currency transactions (327,889) (957,651) (228,612) (168,122) Increase (decrease) in unrealized appreciation/ (depreciation) of investments, futures and swaps (966,695) (1,112,181) (72,316) (392,395) --------------- --------------- ------------- --------------- Net increase in net assets resulting from operations 1,938,281 3,148,094 426,135 725,914 --------------- --------------- ------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (3,251,067) (5,214,254) (732,083) (1,288,933) Distributions from net realized gain on investment transactions (a) 0 0 0 0 --------------- --------------- ------------- --------------- Total dividends and distributions to shareholders (3,251,067) (5,214,254) (732,083) (1,288,933) --------------- --------------- ------------- --------------- Capital-share transactions: Net proceeds from sales of shares 79,018,564 171,799,003 30,196,178 45,457,089 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 1,389,926 2,175,270 447,706 806,718 --------------- --------------- ------------- --------------- Total proceeds from shares sold 80,408,490 173,974,273 30,643,884 46,263,807 Cost of shares redeemed (102,672,682) (167,336,591) (22,911,903) (55,312,984) --------------- --------------- ------------- --------------- Increase (decrease) in net assets from capital-share transactions (22,264,192) 6,637,682 7,731,981 (9,049,177) --------------- --------------- ------------- --------------- Net increase (decrease) in net assets (23,576,978) 4,571,522 7,426,033 (9,612,196) NET ASSETS: Beginning of period 258,299,968 253,728,446 62,024,582 71,636,778 --------------- --------------- ------------- --------------- End of period (b) $ 234,722,990 $ 258,299,968 $ 69,450,615 $ 62,024,582 =============== =============== ============= =============== (b) Includes undistributed net investment income/ (excess distributions) of: $ (34,515) $ (16,313) $ (25,095) $ (20,075) =============== =============== ============= =============== SHORT DURATION NEW YORK MUNICIPAL DIVERSIFIED MUNICIPAL PORTFOLIO PORTFOLIO SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 1,490,579 $ 2,453,523 $ 53,936,076 $ 91,004,516 Net realized gain (loss) on investment and foreign currency transactions (168) (632,730) (2,327,354) 93,901 Increase (decrease) in unrealized appreciation/ (depreciation) of investments, futures and swaps (558,299) (173,740) (38,554,016) (43,831,499) --------------- --------------- --------------- --------------- Net increase in net assets resulting from operations 932,112 1,647,053 13,054,706 47,266,918 --------------- --------------- --------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (1,499,968) (2,457,605) (54,147,869) (90,960,777) Distributions from net realized gain on investment transactions (a) 0 0 0 0 --------------- --------------- --------------- --------------- Total dividends and distributions to shareholders (1,499,968) (2,457,605) (54,147,869) (90,960,777) --------------- --------------- --------------- --------------- Capital-share transactions: Net proceeds from sales of shares 25,888,349 72,030,243 631,852,110 985,636,697 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 678,296 1,121,675 9,223,603 18,173,262 --------------- --------------- --------------- --------------- Total proceeds from shares sold Cost of shares redeemed 26,566,645 73,151,918 641,075,713 1,003,809,959 (33,535,425) (72,459,303) (293,859,675) (564,369,617) --------------- --------------- --------------- --------------- Increase (decrease) in net assets from capital-share transactions (6,968,780) 692,615 347,216,038 439,440,342 --------------- --------------- --------------- --------------- Net increase (decrease) in net assets (7,536,636) (117,937) 306,122,875 395,746,483 NET ASSETS: Beginning of period 123,057,816 123,175,753 3,192,897,849 2,797,151,366 --------------- --------------- --------------- --------------- End of period (b) $ 115,521,180 $ 123,057,816 $ 3,499,020,724 $ 3,192,897,849 =============== =============== =============== =============== (b) Includes undistributed net investment income/ (excess distributions) of: $ (8,282) $ 1,107 $ (219,786) $ (7,993) =============== =============== =============== =============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 33 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Changes in Net Assets (continued) CALIFORNIA MUNICIPAL NEW YORK MUNICIPAL PORTFOLIO PORTFOLIO SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 17,465,355 $ 29,762,722 $ 24,167,157 $ 43,100,305 Net realized gain (loss) on investment transactions (424,698) 354,068 489,250 1,717,857 Increase (decrease) in unrealized appreciation/ (depreciation) of investments, futures and swaps (13,104,063) (10,356,391) (18,972,070) (21,490,657) --------------- --------------- --------------- --------------- Net increase (decrease) in net assets resulting from operations 3,936,594 19,760,399 5,684,337 23,327,505 --------------- --------------- --------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (17,531,171) (29,792,395) (24,264,396) (43,178,963) Distributions from net realized gain on investment transactions (a) 0 (675,420) 0 0 --------------- --------------- --------------- --------------- Total dividends and distributions to shareholders (17,531,171) (30,467,815) (24,264,396) (43,178,963) --------------- --------------- --------------- --------------- Capital-share transactions: Net proceeds from sales of shares 206,373,617 324,048,982 215,858,329 388,609,059 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 3,555,776 7,794,812 6,093,043 12,522,489 --------------- --------------- --------------- --------------- Total proceeds from shares sold 209,929,393 331,843,794 221,951,372 401,131,548 Cost of shares redeemed (114,710,060) (197,962,811) (126,967,238) (263,675,915) --------------- --------------- --------------- --------------- Increase in net assets from capital-share transactions 95,219,333 133,880,983 94,984,134 137,455,633 --------------- --------------- --------------- --------------- Net increase in net assets 81,624,756 123,173,567 76,404,075 117,604,175 NET ASSETS: Beginning of period 1,075,384,409 952,210,842 1,404,264,403 1,286,660,228 --------------- --------------- --------------- --------------- End of period (b) $ 1,157,009,165 $ 1,075,384,409 $ 1,480,668,478 $ 1,404,264,403 =============== =============== =============== =============== (b) Includes undistributed net investment income/ (excess distributions) of: $ (235,700) $ (169,884) $ (91,176) $ 6,063 =============== =============== =============== =============== (a) See pages 36 & 37 for share class information on dividend distributions of the California Municipal and New York Municipal Portfolios. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 34 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- SHORT DURATION PLUS PORTFOLIO SIX MONTHS YEAR ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 - ---------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS FROM Operations: Net investment income $ 8,435,677 $ 14,775,130 Net realized loss on investment transactions (3,690,713) (4,683,066) Decrease in unrealized appreciation/ (depreciation) of investments and swaps (424,785) (5,122,328) --------------- --------------- Net increase in net assets resulting from operations 4,320,179 4,969,736 --------------- --------------- Dividends and distributions to shareholders: Dividends from net investment income (a) (9,352,304) (16,141,481) Distributions from net realized gain on investment transactions (a) 0 (520,245) --------------- --------------- Total dividends and distributions to shareholders (9,352,304) (16,661,726) --------------- --------------- Capital-share transactions: Net proceeds from sales of shares 65,907,491 178,626,953 Net proceeds from sales of shares issued to shareholders on reinvestment of dividends and distributions 3,964,696 7,646,420 --------------- --------------- Total proceeds from shares sold 69,872,187 186,273,373 Cost of shares redeemed (105,126,970) (245,678,393) --------------- --------------- Decrease in net assets from capital-share transactions (35,254,783) (59,405,020) --------------- --------------- Net decrease in net assets (40,286,908) (71,097,010) NET ASSETS: Beginning of period 493,448,921 564,545,931 --------------- --------------- End of period (b) $ 453,162,013 $ 493,448,921 =============== =============== (b) Includes excess distributions of: $ (1,345,847) $ (429,220) =============== =============== (a) See page 37 for share class information on dividend distributions of the Short Duration Plus Portfolio. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 35 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Statements of Changes in Net Assets (continued) -------------------------------- --------------------------------- TAX-MANAGED INTERNATIONAL INTERNATIONAL PORTFOLIO PORTFOLIO -------------------------------- --------------------------------- SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - -------------------------------------------------------------------------------------------------------------------------- Dividends to shareholders: Dividends from net investment income Tax-Managed International and International Class Shares, respectively $ (76,795,406) $ (38,551,625) $ (37,094,428) $ (19,606,874) Class A (36,350) (1,635) (355,394) (32,241) Class B (1,290) (374) (13,731) (6,949) Class C (4,890) (864) (43,454) (33,811) Class R 0 0 0 (75) ------------- ------------- ------------- ------------- $ (76,837,936) $ (38,554,498) $ (37,507,007) $ (19,679,950) ============= ============= ============= ============= Distributions from net realized gain on investment transactions Tax-Managed International and International Class Shares, respectively $(352,717,365) $ (64,395,815) Class A (170,785) (2,979) Class B (10,684) (1,067) Class C (40,504) (2,457) ------------- ------------- $(352,939,338) $ (64,402,318) ============= ============= -------------------------------- --------------------------------- DIVERSIFIED CALIFORNIA MUNICIPAL MUNICIPAL PORTFOLIO PORTFOLIO -------------------------------- --------------------------------- SIX MONTHS YEAR SIX MONTHS YEAR ENDED 3/31/06 ENDED ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - -------------------------------------------------------------------------------------------------------------------------- Dividends to shareholders: Dividends from net investment income Municipal Class $ (51,595,905) $ (84,945,388) $ (16,453,918) $ (27,333,546) Class A (1,157,586) (2,586,427) (507,371) (1,117,535) Class B (682,847) (1,768,647) (269,999) (671,269) Class C (711,531) (1,660,315) (299,883) (670,045) ------------- ------------- ------------- ------------- $ (54,147,869) $ (90,960,777) $ (17,531,171) $ (29,792,395) ============= ============= ============= ============= Distributions from net realized gain on investment transactions Municipal Class $ 0 $ 0 $ 0 $ (600,291) Class A 0 0 0 (27,031) Class B 0 0 0 (24,289) Class C 0 0 0 (23,809) ------------- ------------- ------------- ------------- $ 0 $ 0 $ 0 $ (675,420) ============= ============= ============= ============= See Notes to Financial Statements. - -------------------------------------------------------------------------------- 36 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- --------------------------------- NEW YORK MUNICIPAL PORTFOLIO --------------------------------- SIX MONTHS YEAR ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 - -------------------------------------------------------------------------------- Dividends to shareholders: Dividends from net investment income Municipal Class $ (22,632,283) $ (39,335,597) Class A (674,410) (1,528,070) Class B (558,291) (1,267,103) Class C (399,412) (1,048,193) ------------- ------------- $ (24,264,396) $ (43,178,963) ============= ============= --------------------------------- SHORT DURATION PLUS PORTFOLIO --------------------------------- SIX MONTHS YEAR ENDED 3/31/06 ENDED (UNAUDITED) 9/30/05 - -------------------------------------------------------------------------------- Dividends to shareholders: Dividends from net investment income Short Duration Plus Class $ (7,926,035) $ (13,219,192) Class A (726,768) (1,460,769) Class B (373,215) (783,292) Class C (326,286) (678,131) Class R 0 (97) ------------- ------------- $ (9,352,304) $ (16,141,481) ============= ============= Distributions from net realized gain on investment transactions Short Duration Plus Class $ 0 $ (395,649) Class A 0 (50,066) Class B 0 (39,845) Class C 0 (34,676) Class R 0 (9) ------------- ------------- $ 0 $ (520,245) ============= ============= - -------------------------------------------------------------------------------- 2006 Semiannual Report 37 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: -------------------------------------------------------------------------------------- TAX-MANAGED INTERNATIONAL PORTFOLIO TAX-MANAGED INTERNATIONAL CLASS -------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 24.72 $ 20.42 $ 17.53 $ 13.10 $ 15.22 $ 20.44 ---------- ---------- ---------- ---------- ---------- ---------- Income from investment operations: Investment income, net+ 0.05 0.26 0.15 0.24 0.17 0.21 Net realized and unrealized gain (loss) on investment and foreign currency transactions 3.65 4.49 3.04 4.39 (2.00) (3.48) ---------- ---------- ---------- ---------- ---------- ---------- Total from investment operations 3.70 4.75 3.19 4.63 (1.83) (3.27) ---------- ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from taxable net investment income (0.31) (0.17) (0.30) (0.20) (0.29) (0.16) Distributions from net realized gain on investment transactions (1.43) (0.28) 0 0 0 (1.79) ---------- ---------- ---------- ---------- ---------- ---------- Total distributions (1.74) (0.45) (0.30) 0.20) (0.29) (1.95) ---------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 26.68 $ 24.72 $ 20.42 $ 17.53 $ 13.10 $ 15.22 ========== ========== ========== ========== ========== ========== Total return (b) 15.92% 23.62% 18.34% 35.65% (12.39)% (17.49)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $7,299,523 $6,078,513 $4,611,550 $3,561,248 $2,365,421 $2,420,323 Average net assets (000 omitted) $6,486,550 $5,303,305 $4,206,956 $2,890,486 $2,708,477 $2,828,736 Ratio of expenses to average net assets 1.16%(h)* 1.22% 1.24% 1.25% 1.25% 1.25% Ratio of net investment income to average net assets 0.43%(h)* 1.17% 0.79% 1.59% 1.04% 1.14% Portfolio turnover rate 32% 53% 71% 28% 64% 46% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 38 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- INTERNATIONAL PORTFOLIO INTERNATIONAL CLASS -------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 23.27 $ 18.94 $ 16.06 $ 11.95 $ 14.16 $ 20.44 ----------- ---------- ---------- ---------- ---------- ---------- Income from investment operations: Investment income, net+ 0.04 0.25 0.14 0.23 0.14 0.18 Net realized and unrealized gain (loss) on investment and foreign currency transactions 3.59 4.25 2.91 4.04 (1.90) (3.11) ----------- ---------- ---------- ---------- ---------- ---------- Total from investment operations 3.63 4.50 3.05 4.27 (1.76) (2.93) ----------- ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from taxable net investment income (0.31) (0.17) (0.17) (0.16) (0.45) (0.79) Distributions from net realized gain on investment transactions 0 0 0 0 0 (2.56) ----------- ---------- ---------- ---------- ---------- ---------- Total distributions (0.31) (0.17) (0.17) (0.16) (0.45) (3.35) ----------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 26.59 $ 23.27 $ 18.94 $ 16.06 $ 11.95 $ 14.16 =========== ========== ========== ========== ========== ========== Total return (b) 15.76% 23.90% 19.05% 36.00% (13.01)% (16.95)% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 3,274,380 $2,785,730 $2,190,687 $1,826,667 $1,299,449 $1,426,683 Average net assets (000 omitted) $ 2,959,321 $2,462,819 $2,045,596 $1,572,731 $1,539,788 $1,718,245 Ratio of expenses to average net assets 1.22%(h)* 1.26% 1.28% 1.29% 1.29% 1.28% Ratio of net investment income to average net assets 0.32%(h)* 1.17% 0.76% 1.63% 0.97% 1.06% Portfolio turnover rate 39% 61% 92% 28% 67% 45% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 39 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights (continued) Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: ------------------------------------------------------------------------------------- EMERGING MARKETS PORTFOLIO ------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01 (a) - ------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 43.22 $ 28.91 $ 20.81 $ 13.65 $ 12.48 $ 16.91 ---------- ---------- ---------- -------- -------- ---------- Income from investment operations: Investment income, net+ 0.09 0.66 0.36 0.26 0.13 0.17 Net realized and unrealized gain (loss) on investment and foreign currency transactions 6.33 14.20 7.76 6.87 1.04 (4.34) ---------- ---------- ---------- -------- -------- ---------- Total from investment operations 6.42 14.86 8.12 7.13 1.17 (4.17) ---------- ---------- ---------- -------- -------- ---------- Less distributions: Dividends from taxable net investment income (0.60) (0.06) (0.22) (0.08) (0.13) (0.09) Distributions from net realized gain on investment transactions (9.39) (0.78) 0 0 0 (0.28) ---------- ---------- ---------- -------- -------- ---------- Total distributions (9.99) (0.84) (0.22) (0.08) (0.13) (0.37) ---------- ---------- ---------- -------- -------- ---------- Portfolio transaction fee 0.09 0.29 0.20 0.11 0.13 0.11 ---------- ---------- ---------- -------- -------- ---------- Net asset value, end of period $ 39.74 $ 43.22 $ 28.91 $ 20.81 $ 13.65 $ 12.48 ========== ========== ========== ======== ======== ========== Total return (b) 16.35%(c) 48.78%(c) 34.66%(c) 47.21%(c) 5.98%(c) (27.36)%(c) RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $2,161,452 $1,880,526 $1,361,368 $898,402 $518,984 $ 499,414 Average net assets (000 omitted) $1,947,795 $1,600,912 $1,150,902 $653,705 $588,195 $ 578,168 Ratio of expenses to average net assets 1.59%(h)* 1.68% 1.72% 1.72% 1.73% 1.75% Ratio of net investment income to average net assets 0.48%(h)* 1.85% 1.41% 1.57% 0.89% 1.10% Portfolio turnover rate 29% 54% 44% 38% 34% 34% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 40 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- -------------------------------------------------------------------------------------- INTERMEDIATE DURATION PORTFOLIO -------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.27 $ 13.41 $ 13.43 $ 13.08 $ 12.98 $ 12.51 ----------- ---------- ---------- ---------- ---------- ---------- Income from investment operations: Investment income, net+ 0.29 0.53 0.50 0.47 0.59 0.72 Net realized and unrealized gain (loss) on investments and foreign currency transactions (0.29) (0.09) (0.01) 0.35 0.10 0.47 ----------- ---------- ---------- ---------- ---------- ---------- Total from investment operations 0.00 0.44 0.49 0.82 0.69 1.19 ----------- ---------- ---------- ---------- ---------- ---------- Less distributions: Dividends from taxable net investment income (0.30) (0.54) (0.51) (0.47) (0.59) (0.68) Distributions from net realized gain on investment transactions 0.00(d) (0.04) 0 0 0 (0.04) ----------- ---------- ---------- ---------- ---------- ---------- Total distributions (0.30) (0.58) (0.51) (0.47) (0.59) (0.72) ----------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 12.97 $ 13.27 $ 13.41 $ 13.43 $ 13.08 $ 12.98 =========== ========== ========== ========== ========== ========== Total return (b) 0.01% 3.35% 3.74% 6.39% 5.48% 9.80% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 3,686,073 $3,386,745 $2,852,803 $2,402,262 $2,151,988 $2,130,691 Average net assets (000 omitted) $ 3,504,963 $3,104,905 $2,612,933 $2,249,030 $2,135,339 $2,060,159 Ratio of expenses to average net assets 0.59%(h)* 0.60% 0.61% 0.61% 0.61% 0.61% Ratio of net investment income to average net assets 4.43%(h)* 3.97% 3.72% 3.55% 4.57% 5.66% Portfolio turnover rate 188% 586% 660% 796% 727% 532% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 41 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights (continued) Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: ------------------------------------------------------------------------------------ U.S. GOVERNMENT SHORT DURATION PORTFOLIO ------------------------------------------------------------------------------------ SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01 (a) - ------------------------------------------------------------------------ --------------------------------------------------- Net asset value, beginning of period $ 12.45 $ 12.68 $ 13.00 $ 13.23 $ 13.07 $ 12.49 ------------- ---------- ---------- ---------- ---------- ----------- Income from investment operations: Investment income, net+ 0.19 0.30 0.26 0.31 0.40 0.59 Net realized and unrealized gain (loss) on investment transactions (0.09) (0.19) (0.14) (0.04) 0.16 0.58 ------------- ---------- ---------- ---------- ---------- ----------- Total from investment operations 0.10 0.11 0.12 0.27 0.56 1.17 ------------- ---------- ---------- ---------- ---------- ----------- Less distributions: Dividends from taxable net investment income (0.20) (0.34) (0.30) (0.31) (0.40) (0.59) Dividends from net realized gain on investment transactions 0 0(d) (0.14) (0.19) 0 0 ------------- ---------- ---------- ---------- ---------- ----------- Total distributions (0.20) (0.34) (0.44) (0.50) (0.40) (0.59) ------------- ---------- ---------- ---------- ---------- ----------- Net asset value, end of period $ 12.35 $ 12.45 $ 12.68 $ 13.00 $ 13.23 $ 13.07 ============= ========== ========== ========== ========== =========== Total return (b) 0.80% 0.90% 0.93% 2.10% 5.42% 9.62% Ratios/Supplemental Data Net assets, end of period (000 omitted) $ 82,269 $ 86,394 $ 93,595 $ 112,561 $ 115,400 $ 101,664 Average net assets (000 omitted) $ 84,197 $ 91,842 $ 101,777 $ 120,631 $ 106,080 $ 101,326 Ratio of expenses to average net assets 0.79%(h)* 0.78% 0.80% 0.76% 0.74% 0.72% Ratio of expenses to average net assets excluding interest expense 0.79%(h)* 0.78% 0.78% 0.76% 0.74% 0.72% Ratio of net investment income to average net assets 3.06%(h)* 2.41% 2.06% 2.39% 3.04% 4.65% Portfolio turnover rate 83% 167% 358% 323% 230% 344% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 42 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. Financial Highlights Selected per-share data and ratios for a share of capital stock outstanding for the Portfolio for each of the periods presented: ------------------------------------------------------------------------ INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO ------------------------------------------------------------------------ SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02(e) - --------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 15.25 $ 15.48 $ 15.74 $ 15.44 $ 15.00(f) ------------- ---------- ---------- ---------- ---------- Income from investment operations: Investment income, net+ 0.35 0.64 0.60 0.56 0.25 Net realized and unrealized gain (loss) on investment and foreign currency transactions (0.34) (0.13) (0.03) 0.41 0.44 ------------- ---------- ---------- ---------- ---------- Total from investment operations 0.01 0.51 0.57 0.97 0.69 ------------- ---------- ---------- ---------- ---------- Less distributions: Dividends from taxable net investment income (0.35) (0.65) (0.61) (0.57) (0.25) Dividends from net realized gain on investment transactions 0 (0.09) (0.22) (0.10) 0 ------------- ---------- ---------- ---------- ---------- Total distributions (0.35) (0.74) (0.83) (0.67) (0.25) ------------- ---------- ---------- ---------- ---------- Net asset value, end of period $ 14.91 $ 15.25 $ 15.48 $ 15.74 $ 15.44 ============= ========== ========== ========== ========== Total return (b) 0.07% 3.41% 3.76% 6.44% 4.62% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 710,003 $ 650,915 $ 609,248 $ 464,517 $ 328,393 Average net assets (000 omitted) $ 703,796 $ 611,401 $ 535,624 $ 383,604 $ 237,462 Ratio of expenses to average net assets 0.45%(h)* 0.45% 0.45% 0.45% 0.45%* Ratio of expenses to average net assets before reimbursement 0.57%(h)* 0.57% 0.58% 0.64% 0.75%* Ratio of net investment income to average net assets 4.54%(h)* 4.16% 3.86% 3.64% 4.37%* Portfolio turnover rate 254% 619% 682% 791% 324% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 43 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights (continued) Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: ------------------------------------------------------------------------------------ SHORT DURATION DIVERSIFIED MUNICIPAL PORTFOLIO ------------------------------------------------------------------------------------ SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04(g) 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 12.51 $ 12.60 $ 12.69 $ 12.79 $ 12.70 $ 12.44 ------------- ---------- ---------- ---------- ---------- ----------- Income from investment operations: Investment income, net+ 0.16 0.26 0.22 0.29 0.37 0.47 Net realized and unrealized gain (loss) on investment transactions (0.07) (0.09) (0.07) (0.05) 0.10 0.26 ------------- ---------- ---------- ---------- ---------- ----------- Total from investment operations 0.09 0.17 0.15 0.24 0.47 0.73 ------------- ---------- ---------- ---------- ---------- ----------- Less distributions: Dividends from taxable net investment income 0 0 (0.01) 0 0 (0.01) Dividends from tax-exempt net investment income (0.16) (0.26) (0.21) (0.29) (0.37) (0.46) Dividends from net realized gain on investment transactions 0 0 (0.02) (0.05) (0.01) 0 ------------- ---------- ---------- ---------- ---------- ----------- Total distributions (0.16) (0.26) (0.24) (0.34) (0.38) (0.47) ------------- ---------- ---------- ---------- ---------- ----------- Net asset value, end of period $ 12.44 $ 12.51 $ 12.60 $ 12.69 $ 12.79 $ 12.70 ============= ========== ========== ========== ========== =========== Total return (b) 0.76% 1.36% 1.21% 1.97% 3.81% 5.98% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 234,723 $ 258,300 $ 253,728 $ 233,649 $ 200,696 $ 156,920 Average net assets (000 omitted) $ 248,179 $ 253,042 $ 240,126 $ 220,768 $ 182,317 $ 144,315 Ratio of expenses to average net assets 0.71%(h)* 0.71% 0.69% 0.71% 0.71% 0.71% Ratio of net investment income to average net assets 2.59%(h)* 2.06% 1.81% 2.30% 2.92% 3.73% Portfolio turnover rate 24% 100% 84% 57% 56% 77% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 44 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- ------------------------------------------------------------------------------------ SHORT DURATION CALIFORNIA MUNICIPAL PORTFOLIO ------------------------------------------------------------------------------------ SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04(g) 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 12.47 $ 12.57 $ 12.67 $ 12.69 $ 12.68 $ 12.51 ------------- ---------- ---------- ---------- ---------- ----------- Income from investment operations: Investment income, net+ 0.14 0.24 0.20 0.22 0.35 0.46 Net realized and unrealized gain (loss) on investment transactions (0.06) (0.10) (0.10) (0.02) 0.01 0.17 ------------- ---------- ---------- ---------- ---------- ----------- Total from investment operations 0.08 0.14 0.10 0.20 0.36 0.63 ------------- ---------- ---------- ---------- ---------- ----------- Less distributions: Dividends from taxable net investment income 0 0 (0.01) (0.01) 0 (0.03) Dividends from tax-exempt net investment income (0.14) (0.24) (0.19) (0.21) (0.35) (0.43) ------------- ---------- ---------- ---------- ---------- ----------- Total distributions (0.14) (0.24) (0.20) (0.22) (0.35) (0.46) ------------- ---------- ---------- ---------- ---------- ----------- Net asset value, end of period $ 12.41 $ 12.47 $ 12.57 $ 12.67 $ 12.69 $ 12.68 ============= ========== ========== ========== ========== =========== Total return (b) 0.65% 1.11% 0.81% 1.63% 2.87% 5.13% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 69,451 $ 62,025 $ 71,637 $ 79,818 $ 74,648 $ 54,073 Average net assets (000 omitted) $ 65,146 $ 68,266 $ 77,177 $ 80,862 $ 61,944 $ 55,681 Ratio of expenses to average net assets 0.82%(h)* 0.81% 0.78% 0.80% 0.79% 0.79% Ratio of net investment income to average net assets 2.22%(h)* 1.88% 1.59% 1.77% 2.70% 3.66% Portfolio turnover rate 25% 91% 90% 72% 28% 60% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 45 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights (continued) Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: ------------------------------------------------------------------------------------ SHORT DURATION NEW YORK MUNICIPAL PORTFOLIO ------------------------------------------------------------------------------------ SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04(g) 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 12.39 $ 12.47 $ 12.55 $ 12.57 $ 12.54 $ 12.31 ------------- ---------- ---------- ---------- ---------- ----------- Income from investment operations: Investment income, net+ 0.15 0.25 0.22 0.26 0.36 0.44 Net realized and unrealized gain (loss) on investment transactions (0.06) (0.08) (0.08) (0.02) 0.03 0.23 ------------- ---------- ---------- ---------- ---------- ----------- Total from investment operations 0.09 0.17 0.14 0.24 0.39 0.67 ------------- ---------- ---------- ---------- ---------- ----------- Less distributions: Dividends from taxable net investment income 0 0 (0.01) 0 0 (0.03) Dividends from tax-exempt net investment income (0.15) (0.25) (0.21) (0.26) (0.36) (0.41) ------------- ---------- ---------- ---------- ---------- ----------- Total distributions (0.15) (0.25) (0.22) (0.26) (0.36) (0.44) Net asset value, end of period $ 12.33 $ 12.39 $ 12.47 $ 12.55 $ 12.57 $ 12.54 ============= ========== ========== ========== ========== =========== Total return (b) 0.76% 1.37% 1.16% 1.92% 3.14% 5.55% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 115,521 $ 123,058 $ 123,176 $ 120,941 $ 116,307 $ 87,919 Average net assets (000 omitted) $ 121,135 $ 122,925 $ 123,457 $ 119,346 $ 102,743 $ 94,322 Ratio of expenses to average net assets 0.74%(h)* 0.74% 0.74% 0.76% 0.77% 0.73% Ratio of net investment income to average net assets 2.44%(h)* 2.00% 1.80% 2.06% 2.83% 3.56% Portfolio turnover rate 21% 98% 68% 47% 38% 93% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 46 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- --------------------------------------------------------------------------------------- DIVERSIFIED MUNICIPAL PORTFOLIO MUNICIPAL CLASS --------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04(g) 9/30/03 9/30/02 9/30/01 (a) - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 14.06 $ 14.27 $ 14.34 $ 14.37 $ 14.05 $ 13.50 ------------- ----------- ----------- ----------- ----------- ----------- Income from investment operations: Investment income, net+ 0.23 0.44 0.45 0.51 0.56 0.59 Net realized and unrealized gain (loss) on investment transactions (0.17) (0.21) (0.07) (0.03) 0.32 0.55 ------------- ----------- ----------- ----------- ----------- ----------- Total from investment operations 0.06 0.23 0.38 0.48 0.88 1.14 ------------- ----------- ----------- ----------- ----------- ----------- Less distributions: Dividends from taxable net investment income 0 0 (0.02) (0.01) 0 (0.01) Dividends from tax-exempt net investment income (0.23) (0.44) (0.43) (0.50) (0.56) (0.58) ------------- ----------- ----------- ----------- ----------- ----------- Total distributions (0.23) (0.44) (0.45) (0.51) (0.56) (0.59) ------------- ----------- ----------- ----------- ----------- ----------- Net asset value, end of period $ 13.89 $ 14.06 $ 14.27 $ 14.34 $ 14.37 $ 14.05 ============= =========== =========== =========== =========== =========== Total return (b) 0.44% 1.62% 2.73% 3.44% 6.42% 8.63% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 3,323,083 $ 2,976,421 $ 2,509,749 $ 2,045,981 $ 1,731,818 $ 1,388,653 Average net assets (000 omitted) $ 3,126,422 $ 2,752,982 $ 2,261,248 $ 1,844,104 $ 1,532,681 $ 1,277,970 Ratio of expenses to average net assets 0.60%(h)* 0.61% 0.61% 0.63% 0.64% 0.63% Ratio of net investment income to average net assets 3.26%(h)* 3.09% 3.19% 3.58% 3.96% 4.30% Portfolio turnover rate 17% 28% 41% 38% 22% 26% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 47 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights (continued) Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: --------------------------------------------------------------------------------------- CALIFORNIA MUNICIPAL PORTFOLIO MUNICIPAL CLASS --------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04(g) 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 14.23 $ 14.38 $ 14.46 $ 14.59 $ 14.23 $ 13.81 ------------ ----------- ----------- ----------- ----------- ------------ Income from investment operations: Investment income, net+ 0.23 0.43 0.43 0.47 0.51 0.57 Net realized and unrealized gain (loss) on investment transactions (0.17) (0.13) (0.07) (0.13) 0.36 0.42 ------------ ----------- ----------- ----------- ----------- ------------ Total from investment operations 0.06 0.30 0.36 0.34 0.87 0.99 ------------ ----------- ----------- ----------- ----------- ------------ Less distributions: Dividends from taxable net investment income 0 0 (0.02) (0.03) 0 (0.04) Dividends from tax-exempt net investment income (0.23) (0.44) (0.41) (0.44) (0.51) (0.53) Distributions from net realized gain on investment transactions 0 (0.01) (0.01) 0 0 0 ------------ ----------- ----------- ----------- ----------- ------------ Total distributions (0.23) (0.45) (0.44) (0.47) (0.51) (0.57) ------------ ----------- ----------- ----------- ----------- ------------ Net asset value, end of period $ 14.06 $ 14.23 $ 14.38 $ 14.46 $ 14.59 $ 14.23 ============ =========== =========== =========== ========== ============ Total return (b) 0.43% 2.09% 2.55% 2.40% 6.27% 7.33% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 1,079,634 $ 983,388 $ 843,206 $ 685,360 $ 597,222 $ 491,194 Average net assets (000 omitted) $ 1,014,569 $ 898,450 $ 752,372 $ 625,249 $ 541,454 $ 460,729 Ratio of expenses to average net assets 0.64%(h)* 0.65% 0.64% 0.66% 0.66% 0.65% Ratio of net investment income to average net assets 3.21%(h)* 3.04% 3.01% 3.26% 3.57% 4.07% Portfolio turnover rate 15% 30% 52% 44% 31% 46% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 48 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------- NEW YORK MUNICIPAL PORTFOLIO MUNICIPAL CLASS ---------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04(g) 9/30/03 9/30/02 9/30/01 (a) - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.91 $ 14.11 $ 14.21 $ 14.23 $ 13.85 $ 13.37 ------------- ----------- ------------ ---------- ----------- ------------ Income from investment operations: Investment income, net+ 0.24 0.46 0.47 0.50 0.54 0.57 Net realized and unrealized gain (loss) on investment transactions (0.18) (0.20) (0.10) (0.02) 0.38 0.48 ------------- ----------- ------------ ---------- ----------- ------------ Total from investment operations 0.06 0.26 0.37 0.48 0.92 1.05 ------------- ----------- ------------ ---------- ----------- ------------ Less distributions: Dividends from taxable net investment income 0 0 (0.01) (0.01) (0.01) (0.02) Dividends from tax-exempt net investment income (0.24) (0.46) (0.46) (0.49) (0.53) (0.55) ------------- ----------- ------------ ---------- ----------- ------------ Total distributions (0.24) (0.46) (0.47) (0.50) (0.54) (0.57) ------------- ----------- ------------ ---------- ----------- ------------ Net asset value, end of period $ 13.73 $ 13.91 $ 14.11 $ 14.21 $ 14.23 $ 13.85 ============= =========== ============ ========== =========== ============ Total return (b) 0.43% 1.90% 2.63% 3.45% 6.83% 7.99% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 1,370,240 $ 1,274,466 $ 1,121,213 $1,006,023 $ 940,302 $ 763,728 Average net assets (000 omitted) $ 1,309,868 $ 1,190,723 $ 1,055,386 $ 954,250 $ 835,184 $ 713,704 Ratio of expenses to average net assets 0.63%(h)* 0.63% 0.63% 0.65% 0.66% 0.64% Ratio of net investment income to average net assets 3.41%(h)* 3.30% 3.31% 3.53% 3.89% 4.17% Portfolio turnover rate 17% 32% 39% 29% 37% 29% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 49 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Financial Highlights (continued) Selected per-share data and ratios for a share of capital stock outstanding for each respective Portfolio for each of the periods presented: --------------------------------------------------------------------------------------- SHORT DURATION PLUS PORTFOLIO SHORT DURATION PLUS CLASS --------------------------------------------------------------------------------------- SIX MONTHS ENDED 3/31/06 YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED (UNAUDITED) 9/30/05 9/30/04 9/30/03 9/30/02 9/30/01 (a) - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 12.39 $ 12.67 $ 12.84 $ 12.78 $ 12.69 $ 12.25 ------------- ----------- ------------ ---------- ----------- ------------ Income from investment operations: Investment income, net+ 0.23 0.37 0.30 0.37 0.50 0.68 Net realized and unrealized gain (loss) on investment transactions (0.11) (0.24) (0.12) 0.06 0.09 0.44 ------------- ----------- ------------ ---------- ----------- ------------ Total from investment operations 0.12 0.13 0.18 0.43 0.59 1.12 ------------- ----------- ------------ ---------- ----------- ------------ Less distributions: Dividends from taxable net investment income (0.25) (0.40) (0.33) (0.37) (0.50) (0.66) Distributions from net realized gain on investment transactions 0 (0.01) (0.02) 0 0 0 Distributions in excess of net investment income due to timing differences 0 0 0 0 0 (0.01) Distributions in excess of net realized gain on investment transactions due to timing differences 0 0 0 0 0 (0.01) ------------- ----------- ------------ ---------- ----------- ------------ Total distributions (0.25) (0.41) (0.35) (0.37) (0.50) (0.68) ------------- ----------- ------------ ---------- ----------- ------------ Net asset value, end of period $ 12.26 $ 12.39 $ 12.67 $ 12.84 $ 12.78 $ 12.69 ============= =========== ============ ========== =========== ============ Total return (b) 0.97% 1.10% 1.37% 3.42% 4.78% 9.40% RATIOS/SUPPLEMENTAL DATA Net assets, end of period (000 omitted) $ 374,478 $ 398,787 $ 421,881 $ 413,100 $ 397,719 $ 367,738 Average net assets (000 omitted) $ 388,527 $ 410,072 $ 411,043 $ 408,848 $ 377,656 $ 377,112 Ratio of expenses to average net assets 0.67%(h)* 0.68% 0.70% 0.67% 0.67% 0.67% Ratio of expenses to average net assets excluding interest expense 0.67%(h)* 0.68% 0.68% 0.66% 0.67% 0.67% Ratio of net investment income to average net assets 3.66%(h)* 2.97% 2.39% 2.89% 3.95% 5.48% Portfolio turnover rate 88% 220% 359% 286% 226% 377% See Footnote Summary on page 51. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 50 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. * Annualized. + Based on Average shares outstanding. (a) Prior to October 2, 2000, Sanford C. Bernstein & Co., Inc. served as investment manager to the Fund. On October 2, 2000, AllianceBernstein L.P. (prior to February 24, 2006, known as Alliance Capital Management L.P.), acquired the business and substantially all of the assets of Sanford C. Bernstein & Co., Inc. and became investment adviser for the Fund. (b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total Return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized. (c) This reflects the return to a shareholder who purchased shares of the Portfolio at the beginning of the period and redeemed them at the end of the period, paying, in each case, the applicable portfolio transaction fee. Effective May 2, 2005 the portfolio transaction fee payable when shares of the Portfolio are purchased or sold was reduced from 2.00% to 1.00% Total Return to a shareholder for the six months ending March 31, 2006 and the years ending September 30, 2005, September 30, 2004, September 30, 2003, September 30, 2002, and September 30, 2001, without taking into account these transaction fees would have been 18.72%, 53.35%, 40.22%, 53.28%, 10.35%, and (24.37)% respectively. (d) Amount is less than .005. (e) Commenced operations May 17, 2002. (f) Prior to the commencement of operations, May 17, 2002, AllianceBernstein L.P. (prior to February 24, 2006 known as Alliance Capital), redeemed 1,333 shares representing $16,666 of Intermediate Duration Institutional Portfolio and made a capital contribution of $16,666 into the Portfolio, adjusting the opening net asset value per share from $12.50 to $15.00. (g) As of October 1, 2003, the Portfolios have adopted the method of accounting for interim payments on swap contracts in accordance with Financial Accounting Standards Board Statement No. 133. These interim payments are reflected within net realized and unrealized gain (loss) on swap contracts, however prior to October 1, 2003, these interim payments were reflected within interest income in the Statement of Operations. For the year ended September 30, 2004, the effect of this change was to increase net investment income and decrease net realized and unrealized gain (loss) on investment transaction per share by less than $0.01 for Short Duration Diversified, Short Duration California, Short Duration New York, Diversified Municipal, California Municipal and New York Municipal Class. The effect on the ratio of the net investment income per share was as follows: YEAR ENDED 9/30/04 Short Duration Diversified 0.03% Short Duration California 0.00% Short Duration New York 0.01% Diversified Municipal Class 0.01% California Municipal Class 0.00% New York Municipal Class 0.01% (h) The ratio includes expenses attributable to estimated costs of proxy solicitation. See Notes to Financial Statements. - -------------------------------------------------------------------------------- 2006 Semiannual Report 51 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements NOTE 1. Organization and Significant Accounting Policies This report includes the financial statements of the Sanford C. Bernstein Fund, Inc. and the Sanford C. Bernstein Fund II, Inc. (the "Funds"). Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. are managed open-end registered investment companies, incorporated in Maryland on May 4, 1988 and February 7, 2002, respectively. Sanford C. Bernstein Fund, Inc., currently comprises 12 portfolios ("SCB Portfolios"), each with its own investment objectives. There are three international equity portfolios, Tax-Managed International, International and Emerging Markets, nine fixed-income portfolios, Intermediate Duration, Short Duration Plus, U.S. Government Short Duration, Short Duration Diversified Municipal, Short Duration California Municipal, Short Duration New York Municipal, Diversified Municipal, California Municipal and New York Municipal. Effective February 1, 2002, each of the Diversified Municipal, California Municipal and New York Municipal Portfolios (collectively, Bernstein "Intermediate Municipal Portfolios") commenced offering of AllianceBernstein Intermediate Municipal Class A, Class B and Class C Shares (collectively, "Intermediate Municipal Retail Classes") in addition to the existing share class of the Intermediate Municipal Portfolios (each, a "Municipal Class"). Effective May 21, 2003, the Short Duration Plus Portfolio commenced offering of AllianceBernstein Short Duration Class A, Class B and Class C Shares (collectively, "Short Duration Retail Classes") in addition to the existing Short Duration Plus Class shares. Effective January 30, 2004, the Tax-Managed International and International Portfolios commenced distribution of AllianceBernstein Tax-Managed International and AllianceBernstein International Class A, Class B and Class C Shares (collectively, "International Retail Classes") in addition to the existing Tax-Managed International and International Class Shares, respectively. Collectively, the Intermediate Retail Classes, Short Duration Retail Classes and International Retail Classes are the "Retail Classes." The financial highlights of the Retail Classes are presented in separate financial reports. Each class of shares has identical voting, dividend, liquidation and other rights, except that each class bears different distribution expenses and has exclusive voting rights with respect to its distribution plan, as applicable. Sanford C. Bernstein Fund II, Inc. currently comprises one portfolio, the Intermediate Duration Institutional Portfolio (together with the SCB Portfolios, the "Portfolios"). Intermediate Duration Institutional Portfolio commenced offering on May 17, 2002, through an investment of securities received in an in-kind redemption in the amount of $149,411,702 from the Intermediate Duration Portfolio of the Sanford C. Bernstein Fund, Inc. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. Additional information about some of the items discussed in these Notes to Financial Statements is contained in the Fund's Statement of Additional Information, which is available upon request. The following is a summary of significant accounting policies followed by the Funds. A. Portfolio Valuation Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at"fair value" as determined in accordance with procedures established by and under the general supervision of the Funds' Boards of Directors. In general, the market value of securities which are readily available and deemed reliable are determined as follows: Securities listed on a national securities exchange or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities not listed on an exchange but traded on The NASDAQ Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official Closing Price; listed put or call options are valued at the last sale price. If there has been no sale on that day, such securities will be valued at the closing bid prices on that day; open futures contracts and options thereon are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; securities traded in the over-the-counter market, ("OTC") (but excluding - -------------------------------------------------------------------------------- 52 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- securities traded on NASDAQ) are valued at the mean of the current bid and asked prices as reported by the National Quotation Bureau or other comparable sources; U.S. Government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, AllianceBernstein L.P. (prior to February 24, 2006 known as Alliance Capital Management, L.P.), (the "Adviser") may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; and OTC and other derivatives are valued on the basis of a quoted bid price or spread from a major broker/dealer in such security. Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer's financial statements or other available documents. In addition, the Funds may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Funds value their securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Funds may frequently value many of their foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. B. Foreign Currency Translation The accounting records of the Funds are maintained in U.S. dollars. Prices of securities and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. dollars using the exchange rate at 12:00 p.m., Eastern time. Amounts related to the purchases and sales of securities, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions. Net realized gain or loss on foreign currency transactions represents net foreign exchange gains or losses from the closure of forward currency contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on security transactions and the difference between the amount of dividends, interest and foreign withholding taxes recorded on the Funds' books and the U.S. dollar equivalent amount actually received or paid. Net unrealized currency gains and losses arising from valuing foreign currency denominated assets and liabilities, other than security investments, at the current exchange rate are reflected as part of unrealized appreciation/depreciation on foreign currencies. The Funds do not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the changes in the market prices of securities held at period end. The Funds do not isolate the effect of changes in foreign exchange rates from changes in market prices of equity securities sold during the year. The Funds do isolate the effect of changes in foreign exchange rates from changes in market prices of debt securities sold during the year, as required by the Internal Revenue Code. The Tax-Managed International Portfolio, International Portfolio, Emerging Markets Portfolio, Intermediate Duration Portfolio and Intermediate Duration Institutional Portfolio may invest in foreign securities and foreign currency transactions that may involve risks not associated with domestic investments as a result of the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability, among others. C. Security Transactions and Related Investment Income Security transactions are accounted for on the trade date (the date the buy or sell order is executed). Securities gains and losses are calculated on the identified cost basis. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. - -------------------------------------------------------------------------------- 2006 Semiannual Report 53 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) D. Futures Contracts Upon entering into a futures contract, a Portfolio is required to deposit cash or to pledge securities and maintain as collateral an initial margin with the broker, equal to a certain percentage of the purchase price indicated in the futures contract. Subsequent payments, which are dependent on the daily fluctuations in the market value of the underlying index or security, are made or received by the Portfolio each day (daily variation margin) or at other intervals as is required. The aggregate of these payments or receipts through the expiration of the futures contract is recorded for book purposes as unrealized gains or losses by the Portfolio. If the Portfolio enters into a closing transaction, it will realize, for book purposes, a gain or loss equal to the difference between the value of the futures contract at the time it was opened or purchased and its value at the time it was closed. E. Written Options When a Portfolio writes an option, an amount equal to the premium received by the Portfolio is recorded as an asset and a corresponding liability. The amount of the liability is adjusted daily to reflect the current market value of the option. When a call option is exercised, a Portfolio realizes a gain or loss on the underlying security, with the proceeds from the security sale increased by the amount of the option premium received. When a put option is exercised, the cost basis of the security purchased by a Portfolio is reduced by the option premium received. F. Taxes Each of the Portfolios is treated as separate entities for federal income tax purposes. Each Portfolio intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986 as they apply to regulated investment companies. By so complying, each Portfolio will not be subject to federal income taxes to the extent that all of its income is distributed. The Portfolios may be subject to taxes imposed by countries in which they invest. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned. G. Repurchase Agreements Each Portfolio may enter into repurchase agreements with banks or securities broker-dealers. It is the Funds' policy that their custodian receive delivery of the securities collateralizing repurchase agreements, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the market value of the collateral is equal to at least 100% of the repurchase price. Repurchase agreements could involve certain risks in the event of default or insolvency of the other party, including possible delays or restrictions on the Portfolio's ability to dispose of the underlying securities. H. Securities Transactions on a When-Issued or Delayed-Delivery Basis Each Portfolio may purchase securities on a when-issued basis or purchase or sell securities on a delayed-delivery basis. At the time a Portfolio commits to purchase a security on a when-issued or delayed-delivery basis, the Portfolio will record the transaction and use the security's value in determining the Portfolio's net asset value. At the time a Portfolio commits to sell a security on a delayed-delivery basis, the Portfolio will record the transaction and exclude the security's value in determining the Portfolio's net asset value. Each Portfolio segregates cash and marketable securities at least equal in value to its purchase commitment for when-issued or delayed-delivery securities, and segregates portfolio securities on a delayed-delivery basis. I. Distribution of Income and Gains Net investment income of each Portfolio except the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio is declared and recorded as a dividend to shareholders daily and is payable to shareholders monthly. Dividends from net investment income, if any, of the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio will be paid to shareholders at least once a year. - -------------------------------------------------------------------------------- 54 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Distributions of net realized gains, less any available loss carryforwards, if any, for all Portfolios will be paid to shareholders at least once a year, and recorded on the ex-dividend date. Elements of realized gains and net investment income may be recorded in different accounting periods for financial reporting (book) and federal income tax (tax) purposes (temporary differences). To the extent that such distributions required for tax purposes exceed income and gains recorded for book purposes as a result of such temporary differences, "excess distributions" are reflected in the accompanying financial statements. Certain other differences--permanent differences--arise because treatment of elements of income and gains is different between book and tax accounting. Permanent differences are reclassified in the year they arise. J. Income and Expenses All income earned and expenses incurred by the Portfolios are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Funds represented by the shares of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Funds are charged to each Fund in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on their relative net assets. K. Portfolio Transaction Fee The Emerging Markets Portfolio imposes a 1.00% fee on purchases and redemptions. This fee is retained by the Portfolio and is included in the financial statements as a component of additional paid-in capital. L. Securities Lending Each of the Portfolios may enter into securities lending transactions. By lending its portfolio securities, a Portfolio attempts to increase its income through the interest earned on the loan. It is the policy of each Portfolio to receive collateral consisting of cash or U.S. Government securities in an amount at least equal to the value of the securities loaned. The securities lending agent has agreed to indemnify the Funds in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that collateral levels are maintained. Cash collateral received is invested by the securities lending agent in liquid short-term investments such as repurchase agreements and overnight time deposits pursuant to investment guidelines set forth by the Funds. Cash collateral received is recorded as an asset as well as a corresponding liability in the statements of assets and liabilities. At March 31, 2006, the International Portfolio had securities on loan with a value of $772,761,501 and had received collateral of $819,125,444 of which $818,944,000 was cash collateral and $181,444 was collateral in the form of U.S. Government securities. The International Portfolio earned $522,949 from securities lending transactions for the six months ended March 31, 2006. The amount is reflected in the statements of operations as a component of interest income. M. Swap Agreements Each of the Portfolios may enter into swaps to hedge its exposure to interest rates and credit risk or for investment purposes. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolios consider the creditworthiness of each counterparty to a swap contract in evaluating potential credit risk. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. As of October 1, 2003, the Portfolios have adopted the method of accounting for interim payments on swap contracts in accordance with Financial Accounting Standards Board Statement No. 133. The Portfolios accrue for the interim payments - -------------------------------------------------------------------------------- 2006 Semiannual Report 55 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as realized gain/loss on swaps, in addition to realized gain/loss recorded upon the termination of swap contracts on the statement of operations. Prior to October 1, 2003, these interim payments were reflected within interest income/expense in the statements of operations. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of investments. Each of the Portfolios may enter into credit default swaps. The Portfolios may purchase credit protection on the referenced obligation of the credit default swap ("Buy Contract") or provide credit protection on the referenced obligation of the credit default swap ("Sale Contract"). A sale/(buy) in a credit default swap default provides upon the occurrence of a credit event, as defined in the swap agreement, for the Portfolio to buy/(sell) from/(to) the counterparty at the notional amount (the "Notional Amount") and receive/(deliver) the principal amount of the referenced obligation. If a credit event occurs, the maximum payout amount for a Sale Contract is limited to the Notional Amount of the swap contract ("Maximum Payout Amount"). During the term of the swap agreement, the Portfolio receives/(pays) semi-annual fixed payments from/(to) the respective counterparty, calculated at the agreed upon interest rate applied to the Notional Amount. These interim payments are recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Credit default swaps may involve greater risks than if the Portfolio had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer and no credit event occurs, it will lose its investment. In addition, if the Portfolio is a seller and a credit event occurs, the value of the referenced obligation received by the Portfolio coupled with periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a loss to the Portfolio. N. Reverse Repurchase Agreements Under a reverse repurchase agreement, a Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time a Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price. At March 31, 2006, the Portfolios have not entered into any reverse repurchase agreements. O. Mortgage-Backed Dollar Rolls The Intermediate Duration Portfolio, the Intermediate Duration Institutional Portfolio, U.S. Government Short Duration Portfolio and the Short Duration Plus Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and such Portfolio's simultaneously contracting to repurchase similar securities on a specified future date. During the roll period, the Portfolios forgo principal and interest paid on the securities. In consideration for entering into the commitment to repurchase the Portfolios are compensated by "fee income", which is received when the Portfolios enter into the commitment. Such fee income is recorded as deferred income and accrued by each Portfolio over the roll period. Dollar rolls involve the risk that the market value of the securities the Portfolios are obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolios. NOTE 2. Investment Management and Transactions with Affiliated Persons A. Management Fee Under the Investment Management Agreement between the Funds and the Adviser, the Adviser manages the investment of each Portfolio's assets, places purchase and sale orders, and bears various expenses, including the salaries and expenses of all personnel except those of outside directors. In addition, the Adviser agrees to permit its directors, officers and employees who may be elected directors or officers of the Funds to serve in the capacities to which they are elected. The Adviser renders these services subject to the general oversight of the Boards of Directors. - -------------------------------------------------------------------------------- 56 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Each of the Portfolios of Sanford C. Bernstein Fund, Inc. pays the Adviser an investment management fee, based on the annual rate, for such services as follows: ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS OF EACH PORTFOLIO FIRST NEXT NEXT NEXT $1 BILLION $3 BILLION $2 BILLION $2 BILLION THEREAFTER --------------------------------------------------------------------------------------------------------------- Tax-Managed International and 0.925% 0.850% 0.800% 0.750% 0.650% International Portfolios FIRST NEXT NEXT $1 BILLION $1 BILLION $1 BILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- Emerging Markets Portfolio 1.175% 1.050% 1.000% 0.900% FIRST NEXT NEXT $1 BILLION $2 BILLION $2 BILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- New York Municipal, California Municipal, 0.500% 0.450% 0.400% 0.350% Diversified Municipal and Intermediate Duration Portfolios FIRST NEXT $250 BILLION $500 BILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- Short Duration California Municipal, Short Duration 0.500% 0.450% 0.400% Diversified Municipal, Short Duration New York Municipal, U.S. Government Short Duration and Short Duration Plus Portfolios Prior to November 29, 2005, each of the Portfolios paid the Adviser an investment management fee, based on the annual rate, for such services as follows: ANNUAL PERCENTAGE OF AVERAGE DAILY NET ASSETS OF EACH PORTFOLIO FIRST NEXT $250 MILLION $500 MILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- Short Duration California Municipal, Short Duration 0.50% 0.45% 0.40% Diversified Municipal, Short Duration New York Municipal, U.S. Government Short Duration and Short Duration Plus Portfolios FIRST NEXT $1 BILLION $2 BILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- New York Municipal, California Municipal, Diversified 0.50% 0.45% 0.40% Municipal, and Intermediate Duration Portfolios FIRST NEXT NEXT $1 BILLION $3 BILLION $2 BILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- Tax-Managed International and International Portfolios 1.00% 0.90% 0.85% 0.75% FIRST NEXT $1 BILLION $1 BILLION THEREAFTER ----------------------------------------------------------------------------------------------------------------- Emerging Markets Portfolio 1.25% 1.125% 1.00% - -------------------------------------------------------------------------------- 2006 Semiannual Report 57 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) The Intermediate Duration Institutional Portfolio of Sanford C. Bernstein Fund II, Inc. pays the Adviser an advisory fee at an annual rate of .50% of the average daily net assets of the Portfolio for the first $1 billion and .45% thereafter. The Intermediate Duration Institutional Portfolio and the Adviser have entered into an Expense Limitation Agreement (the "Agreement"), dated March 22, 2002, under which the Adviser has agreed to waive its fees and, if necessary, reimburse expenses in respect of the Portfolio for the current fiscal year, so that total operational expenses do not exceed the annual rate of 0.45% of average daily net assets of the Portfolio. For the six months ended March 31, 2006, the aggregate amount of such fee waiver was $431,431. B. Shareholder Servicing Fee; Transfer Agency Fee Under the Shareholder Servicing Agreement between the Sanford C.Bernstein Fund, Inc. and the Adviser, the Adviser pays expenses it incurs in providing shareholder services to individual shareholders of the Portfolios (except the Retail Classes). Such services include, but are not limited to, providing information to shareholders concerning their Sanford C. Bernstein Fund investments, systematic withdrawal plans, fund dividend payments and reinvestments, shareholder account or transactions status, net asset value of shares, fund performance, fund services, plans and options, fund investment policies, portfolio holdings and tax consequences of fund investments; dealing with shareholder complaints and other correspondence relating to fund matters; and communications with shareholders when proxies are being solicited from them with respect to voting their fund shares. The Shareholder Servicing Agreement does not apply to the Retail Classes and the Intermediate Duration Institutional Portfolio. Under the agreement, the fee paid by each Portfolio except the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio to the Adviser for services is .10 of 1% of the average daily net assets of each Portfolio during the month, and the fee paid by the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio for services is .25 of 1% of the average daily net assets of each Portfolio during the month. Under a Transfer Agency Agreement between the Sanford C. Bernstein Fund, Inc., on behalf of the Retail Classes, and AllianceBernstein Investor Services, Inc. (prior to February 24, 2006 known as Alliance Global Investor Services, Inc.) ("ABIS"), the Retail Classes compensate ABIS, a wholly owned subsidiary of the Adviser, for providing personnel and facilities to perform transfer agency services. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. For the six months ended March 31, 2006, the compensation retained by ABIS amounted to: Tax-Managed International, $635; International $9,892; Diversified Municipal Portfolio, $20,648; California Municipal Portfolio, $9,000; New York Municipal Portfolio, $12,281; and Short Duration Plus Portfolio, $21,204. During the period, ABIS voluntarily agreed to waive a portion of its fees for such services for the Tax-Managed International Portfolio and the International Portfolio. Such waivers amounted to $8,365 and $291, respectively, for the six months ended March 31, 2006. For the six months ended March 31, 2006, the expenses for the Retail Classes of the Tax-Managed International Portfolio, International Portfolio, Diversified Municipal Portfolio, California Municipal Portfolio, New York Municipal Portfolio and Short Duration Plus Portfolio were reduced under an expense offset arrangement with ABIS by $35, $539, $909, $410, $521 and $1,014, respectively. C. Distribution Arrangements--the Funds Except the Retail Classes Under the Distribution Agreement between the Funds, on behalf of each Portfolio, and Sanford C. Bernstein & Co., LLC (the "Distributor"), the Distributor agrees to act as agent to sell shares of the 13 Portfolios. The Distributor receives no fee for this service, and furthermore agrees to pay all expenses arising from the performance of its obligations under this agreement. The Distributor is a wholly owned subsidiary of the Adviser. D. Distribution Arrangements--the Retail Classes Only The Retail Classes of the Tax-Managed International Portfolio and International Portfolio, the Intermediate Municipal Portfolios, and the Short Duration Plus Portfolio have adopted a Distribution Services Agreement (the "Agreement"), including a distribution plan pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, each of the Retail Classes pays distribution services fees to AllianceBernstein Investments, Inc. (prior to February 24, 2006 known as AllianceBernstein Investment Research and Management, Inc.), (the "Distributor"), a wholly-owned subsidiary - -------------------------------------------------------------------------------- 58 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- of the Adviser, at an annual rate of up to .30 of 1% of the Class A Shares and 1% of the Class B and Class C Shares, respective average daily net assets attributable to the Retail Classes. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Distributor has advised the Sanford C.Bernstein Fund, Inc., that it has incurred expenses in excess of the distribution costs reimbursed by each of the Retail Classes as follows: TAX-MANAGED DIVERSIFIED CALIFORNIA NEW YORK SHORT INTERNATIONAL INTERNATIONAL MUNICIPAL MUNICIPAL MUNICIPAL DURATION PLUS ============================================================================================================ Class B $138,934 $173,081 $ 982,970 $608,393 $1,135,983 $306,380 Class C 438,294 484,522 1,272,139 727,812 859,227 595,392 Such costs may be recovered from each Portfolio in future periods so long as the Agreement is in effect. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A Shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of each Portfolio's Shares. E. Other Transactions with Affiliates Class A Shares of the Retail Classes are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A Shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class B Shares of the Intermediate Municipal Portfolios and the Short Duration Plus Portfolio are currently sold with a contingent deferred sales charge that declines from 3% to zero depending on the period of time the shares are held. Class B Shares of the Tax-Managed International Portfolio and the International Portfolio are currently sold with a contingent deferred sales charge that declines from 4% to zero depending on the period of time the shares are held. Class B Shares will automatically convert to Class A Shares six years after the end of the calendar month of purchase for the Intermediate Municipal Portfolios and the Short Duration Plus Portfolio, and eight years after the end of the calendar month of purchase for the Tax-Managed International Portfolio and the International Portfolio. Class C Shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. AllianceBernstein Investments, Inc., has advised Sanford C. Bernstein Fund, Inc., that it has retained front-end sales charges from sales of Class A Shares and received contingent deferred sales charges imposed upon redemptions by shareholders of Class A, Class B, and Class C Shares for the six months ended March 31, 2006, as follows: FRONT-END CONTINGENT DEFERRED SALES CHARGES SALES CHARGES --------------------------------------- PORTFOLIO CLASS A CLASS A CLASS B CLASS C ==================================================================================== Tax-Managed International $1,404 $ 0 $ 113 $ 107 International 5,811 0 5,081 8,341 Diversified Municipal 1,301 0 36,735 2,242 California Municipal 846 0 9,424 689 New York Municipal 1,525 1,991 26,804 1,247 Short Duration Plus 2,237 655 28,873 924 For the six months ended March 31, 2006, the Tax-Managed International, International and Emerging Markets Portfolios paid brokerage commissions to Sanford C. Bernstein & Co., LLC, in the amount of $560, $640 and $11,945, and the Tax-Managed International Portfolio paid commissions to Sanford C. Bernstein & Co., Ltd., in the amount of $69,330. NOTE 3. Investment Security Transactions A. Purchases and Sales For the period from October 1, 2005 through March 31, 2006, the Portfolios had purchases and sales transactions, excluding repurchase transactions and transactions in short-term instruments, as follows: - -------------------------------------------------------------------------------- 2006 Semiannual Report 59 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) PURCHASES SALES EXCLUDING U.S. PURCHASES OF EXCLUDING U.S. SALES OF GOVERNMENT U.S. GOVERNMENT GOVERNMENT U.S. GOVERNMENT SECURITIES SECURITIES SECURITIES SECURITIES ============================================================================================================ Tax-Managed International $2,161,654,856 $ 0 $2,069,135,210 $ 0 International 1,196,537,428 0 1,164,312,240 0 Emerging Markets 564,870,478 0 650,667,526 0 Intermediate Duration 966,247,626 5,863,946,202 406,119,592 5,695,115,286 U.S. Government Short Duration 1,152,620 68,165,392 515,504 67,633,601 Intermediate Duration Institutional 199,386,039 1,226,368,733 79,641,819 1,184,113,703 Short Duration Diversified Municipal 56,154,340 0 74,050,955 0 Short Duration California Municipal 22,526,183 0 15,332,265 0 Short Duration New York Municipal 24,064,078 0 44,718,422 0 Diversified Municipal 809,890,476 0 559,675,427 0 California Municipal 230,803,057 0 161,409,802 0 New York Municipal 242,699,528 0 243,212,086 0 Short Duration Plus 78,416,330 326,050,607 63,345,824 357,875,522 B. Distributions to Shareholders The tax character of distributions to be paid for the year ending September 30, 2006 will be determined at the end of the fiscal year. The tax character of distributions paid during the fiscal years ended September 30, 2005 and September 30, 2004, were as follows: TAX-MANAGED INTERNATIONAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 38,554,498 $ 61,238,586 Net long-term capital gains 64,402,318 0 ------------ ------------ Total distributions paid $102,956,816 $ 61,238,586 ------------ ------------ INTERNATIONAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 19,679,950 $ 18,338,621 ------------ ------------ Total distributions paid $ 19,679,950 $ 18,338,621 ------------ ------------ EMERGING MARKETS 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 2,635,948 $ 9,586,370 Net long-term capital gains 36,713,975 0 ------------ ------------ Total distributions paid $ 39,349,923 $ 9,586,370 ------------ ------------ INTERMEDIATE DURATION 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $126,024,077 $ 99,678,637 Net long-term capital gains 8,277,788 0 ------------ ------------ Total distributions paid $134,301,865 $ 99,678,637 ------------ ------------ - -------------------------------------------------------------------------------- 60 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- U.S. GOVERNMENT SHORT DURATION 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 2,498,232 $ 3,537,784 ----------- ----------- Total distributions paid $ 2,498,232 $ 3,537,784 ----------- ----------- INTERMEDIATE DURATION INSTITUTIONAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $27,390,220 $26,771,666 Net long-term capital gains 2,316,118 1,035,029 ----------- ----------- Total distributions paid $29,706,338 $27,806,695 ----------- ----------- SHORT DURATION DIVERSIFIED MUNICIPAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 60,040 $ 469,395 ----------- ----------- Total taxable distributions paid 60,040 469,395 Tax exempt distributions 5,154,214 4,112,219 ----------- ----------- Total distributions paid $ 5,214,254 $ 4,581,614 ----------- ----------- SHORT DURATION CALIFORNIA MUNICIPAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary Income $ 19,368 $ 44,614 Total taxable distributions paid 19,368 44,614 Tax exempt distributions 1,269,565 1,182,918 ----------- ----------- Total distributions paid $ 1,288,933 $ 1,227,532 ----------- ----------- SHORT DURATION NEW YORK MUNICIPAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 26,833 $ 68,586 ----------- ----------- Total taxable distributions paid 26,833 68,586 Tax exempt distributions 2,430,772 2,136,107 ----------- ----------- Total distributions paid $ 2,457,605 $ 2,204,693 ----------- ----------- DIVERSIFIED MUNICIPAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 983,998 $ 2,700,837 ----------- ----------- Total taxable distributions paid 983,998 2,700,837 Tax Exempt Distributions 89,976,779 77,360,866 ----------- ----------- Total distributions paid $90,960,777 $80,061,703 ----------- ----------- CALIFORNIA MUNICIPAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 608,022 $ 1,078,849 Net long-term capital gains 257,140 584,016 ----------- ----------- Total taxable distributions paid 865,162 1,662,865 Tax exempt distributions 29,602,653 24,422,628 ----------- ----------- Total distributions paid $30,467,815 $26,085,493 ----------- ----------- - -------------------------------------------------------------------------------- 2006 Semiannual Report 61 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) NEW YORK MUNICIPAL 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $ 394,306 $ 1,067,657 ----------- ----------- Total taxable distributions paid 394,308 1,067,657 Tax exempt distributions 42,784,655 38,705,448 ----------- ----------- Total Distributions Paid $43,178,963 $39,773,105 ----------- ----------- SHORT DURATION PLUS 2005 2004 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $16,260,569 $14,180,368 Total taxable distributions paid 401,157 0 ----------- ----------- Total distributions paid $16,661,726 $14,180,368 ----------- ----------- As of September 30, 2005, the components of accumulated earnings (deficits) on a tax basis were as follows: ACCUMULATED TOTAL LONG TERM CAPITAL AND UNREALIZED ACCUMULATED ORDINARY CAPITAL OTHER GAINS APPRECIATION/ EARNINGS/ INCOME (a) GAIN (LOSSES) (b) (DEPRECIATION) (c) (DEFICIT) (d) ------------------------------------------------------------------------------------------------------------------------------ Tax-Managed International $107,662,808 $320,454,973 $ 0 $ 1,545,804,490 $ 1,973,922,271 International 36,957,866 0 (54,114,121) 624,188,137 607,031,882 Emerging Markets 41,825,953 350,419,065 0 665,442,114 1,057,687,132 Intermediate Duration 4,986,387 927,234 0 (7,887,417) (1,973,796) U.S. Government Short Duration 120,626 0 (772,540) (873,118) (1,525,032) Intermediate Duration Institutional 553,516 0 (81,091) (1,322,441) (850,016) Short Duration Diversified Municipal 157,229(a) 0 (235,136) (678,819) (756,726) Short Duration California Municipal 18,652(a) 0 (53,282) (329,146) (363,776) Short Duration New York Municipal 74,805(a) 0 (536,888) 200,791 (261,292) Diversified Municipal 2,831,820(a) 0 (5,593,133) 43,464,135 40,702,822 California Municipal 756,170(a) 0 (2,122,815) 16,386,194 15,019,549 New York Municipal 1,262,158(a) 0 (1,041,094) 23,398,194 23,619,258 Short Duration Plus 62,743 0 (3,594,854) (4,914,253) (8,446,364) (a) Includes tax exempt income as shown below: Short Duration Diversified Municipal $ 153,764 Short Duration California Municipal 17,279 Short Duration New York Municipal 74,049 Diversified Municipal 2,781,491 California Municipal 756,170 New York Municipal 1,247,841 - -------------------------------------------------------------------------------- 62 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- (b) At September 30, 2005, the following Portfolios had capital loss carryforwards as shown below: CAPITAL LOSS CARRYFORWARD AMOUNT EXPIRATION -------------------------------------------------------------------------- International $54,114,121 9/30/11 U.S. Government Short Duration 772,540 9/30/13 Intermediate Duration Institutional 81,091 9/30/13 Short Duration Diversified Municipal 235,136 9/30/13 Short Duration California Municipal 53,282 9/30/13 Short Duration New York Municipal 467,595 9/30/09 Short Duration New York Municipal 69,293 9/30/11 Diversified Municipal 1,541,518 9/30/09 Diversified Municipal 4,051,615 9/30/13 California Municipal 2,122,815 9/30/13 New York Municipal 1,041,094 9/30/09 Short Duration Plus 3,594,854 9/30/13 (c) The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and straddles, swap income (loss) accrual, and mark to market on forward contracts and passive foreign investment companies. (d) The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to post-October deferrals. At September 30, 2005, the following Portfolios had post-October capital and/or currency loss defferrals as shown below. For tax purposes, these losses are deemed to arise on October 1, 2005: POST-OCTOBER CAPITAL POST-OCTOBER FOREIGN LOSS DEFERRAL CURRENCY LOSS DEFERRAL --------------------------------------------------------------------------------------- Tax-Managed International $ 0 $ 328,941 Emerging Markets 0 1,968,291 U.S. Government Short Duration 775,884 0 Intermediate Duration Institutional 36,043 0 Short Duration Diversified Municipal 909,794 0 Short Duration California Municipal 156,405 0 Short Duration New York Municipal 620,624 0 Short Duration Plus 5,711,473 0 During the year ended September 30, 2005, capital loss carryforwards were utilized by the Portolios as shown below: CAPITAL LOSS CARRYFORWARD UTILIZED ------------------------------------------------------------------------ International $210,700,325 Short Duration New York Municipal 499 New York Municipal 1,172,858 ------------ - -------------------------------------------------------------------------------- 2006 Semiannual Report 63 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) NOTE 4. Risks Involved in Investing in the Portfolios Emerging Markets and International Portfolios--Investments in foreign securities entail significant risks in addition to those customarily associated with investing in U.S. equities. These risks are heightened with respect to investments in emerging-market countries where there is an even greater amount of economic, political and social instability. Economic, political and social instability could disrupt financial markets in which the Portfolio invests and adversely affect the value of the Portfolio's assets. In addition, national policies may restrict investment opportunities. In foreign markets there may be a lower degree of market volume and liquidity than in U.S. markets, and this may result in greater price volatility. The securities markets in many emerging-market countries are substantially smaller, less developed, less liquid and more volatile than the securities markets of developed countries.Furthermore, since the composition of each Portfolio will differ from that of market indexes, its performance generally will not mirror the returns provided by a specific market index. Fixed Income Portfolios--Interest rate risk is the risk that changes in interest rates will affect the value of a Portfolio's investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of a Portfolio's investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit risk rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as "junk bonds") have speculative elements or are predominantly speculative risks. Concentration of Credit Risk--The two California Municipal Portfolios and two New York Municipal Portfolios invest primarily in securities issued by the State of California and New York, respectively, and their various political subdivisions, and the performance of each of these Portfolios is closely tied to economic conditions within the applicable state and the financial condition of that state and its agencies and municipalities. Indemnification Risk--In the ordinary course of business, the Portfolios enter into contracts that contain a variety of indemnifications. The Portfolios maximum exposure under these arrangements is unknown. However, the Portfolios have not had prior claims or losses pursuant to these indemnification provisions and expect the risk of loss thereunder to be remote. NOTE 5. Risks Involved in Futures and Foreign Currency Contracts Portfolios may purchase or sell financial futures contracts for the purpose of hedging their portfolios against adverse effects of anticipated movements in the market. Financial futures contracts obligate the buyer to take and the seller to make delivery at a future date of a specified quantity of a financial instrument or an amount of cash based on the value of a securities index or the market value in U.S. dollars of a foreign currency. The contract amounts reflect the extent of each Portfolio's involvement in these financial instruments. To the extent that the Funds enter into short futures, losses may be unlimited. A Portfolio's participation in the futures markets involves certain risks, including imperfect correlation between movements in the price of the futures contracts and movements in the price of the securities hedged or used for cover. The Funds' activities in futures contracts are conducted through regulated exchanges that do not result in counterparty credit risks. The Short Duration Plus Portfolio, Intermediate Duration Portfolio,Intermediate Duration Institutional Portfolio, Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio may enter into forward exchange currency contracts in order to hedge exposure to changes in foreign currency exchange rates on foreign portfolio holdings. Foreign currency contracts involve elements of market risk in excess of the amount reflected in the statements of assets and liabilities. A Portfolio bears the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency contract. In addition, a Portfolio could be exposed to risks if the counterparties to the contracts are unable to meet the terms - -------------------------------------------------------------------------------- 64 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- of their contracts. NOTE 6. Capital-Share Transactions As of March 31, 2006, the Sanford C. Bernstein Fund, Inc., has authorized 7.8 billion shares of common stock, par value $0.001 per share, of which 7.5 billion are divided into 12 Portfolios. It has allocated 1 billion to the Tax-Managed International Portfolio of which 400 million is allocated to the Tax-Managed International Class Shares and 200 million to each of the three retail classes of shares; 600 million to the Intermediate Duration Portfolio; 1.2 billion to the International Portfolio of which 600 million is allocated to the International Class Shares and 200 million to each of the three retail classes of shares; 1.6 billion to the Diversified Municipal Portfolio, divided evenly into four classes; 200 million each to the Emerging Markets Portfolio and the U.S. Government Short Duration Portfolio; 800 million each to the California Municipal Portfolio and New York Municipal Portfolio, divided evenly into four classes; 800 million to the Short Duration Plus Portfolio, 200 million each to the four existing classes; and 100 million each to the Short Duration Diversified Municipal Portfolio, Short Duration California Municipal Portfolio, and Short Duration New York Municipal Portfolio. The Sanford C. Bernstein Fund II, Inc., has authorized 300 million shares of common stock with par value $0.001 per share. Share transactions for each Portfolio for the six months ended March 31, 2006 and the year ended September 30, 2005, were as follows: - -------------------------------------------------------------------------------- 2006 Semiannual Report 65 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) TAX-MANAGED INTERNATIONAL PORTFOLIO SHARES AMOUNT SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------- Tax-Managed International Class Shares Shares sold 26,974,754 47,072,434 $ 672,676,228 $ 1,052,136,545 Shares issued to shareholders on reinvestment of dividends 15,633,830 4,555,651 368,489,365 97,855,405 Shares redeemed (14,953,408) (31,558,920) (375,291,147) (706,984,300) --------------- --------------- --------------- --------------- Net increase 27,655,176 20,069,165 665,874,446 443,007,650 Beginning of period 245,926,680 225,857,515 4,105,308,695 3,662,301,045 --------------- --------------- --------------- --------------- End of period 273,581,856 245,926,680 $ 4,771,183,141 $ 4,105,308,695 =============== =============== =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Tax-Managed International Class A Shares Shares sold 42,688 102,026 $ 1,076,447 $ 2,254,583 Shares issued to shareholders on reinvestment of dividends 8,764 205 205,596 4,390 Shares converted from Class B 0 540 0 12,028 Shares redeemed (4,194) (516) (103,346) (12,442) --------------- --------------- --------------- --------------- Net increase 47,258 102,255 1,178,697 2,258,559 Beginning of period 108,762 6,507 2,387,469 128,910 --------------- --------------- --------------- --------------- End of period 156,020 108,762 $ 3,566,166 $ 2,387,469 =============== =============== =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Tax-Managed International Class B Shares Shares sold 9,991 6,403 $ 250,292 $ 141,983 Shares issued to shareholders on reinvestment of dividends 298 51 6,962 1,059 Shares converted to Class A 0 (544) 0 (12,028) Shares redeemed (1,890) (1,294) (48,479) (29,294) --------------- --------------- --------------- --------------- Net increase 8,399 4,616 208,775 101,720 Beginning of period 7,353 2,737 156,250 54,530 --------------- --------------- --------------- --------------- End of period 15,752 7,353 $ 365,025 $ 156,250 =============== =============== =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Tax-Managed International Class C Shares Shares sold 25,088 20,255 $ 612,626 $ 452,475 Shares issued to shareholders on reinvestment of dividends 1,365 87 31,824 1,874 Shares redeemed (1,746) (706) (42,706) (16,392) --------------- --------------- --------------- --------------- Net increase 24,707 19,636 601,744 437,957 Beginning of period 27,819 8,183 601,495 163,538 --------------- --------------- --------------- --------------- End of period 52,526 27,819 $ 1,203,239 $ 601,495 =============== =============== =============== =============== - -------------------------------------------------------------------------------- 66 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- INTERNATIONAL PORTFOLIO SHARES AMOUNT SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------- International Class Shares Shares sold 13,622,805 19,431,940 $ 332,317,269 $ 410,168,394 Shares issued to shareholders on reinvestment of dividends 1,540,784 945,230 36,285,430 19,065,301 Shares redeemed (11,721,889) (16,342,116) (285,237,628) (343,893,907) --------------- --------------- --------------- --------------- Net increase 3,441,700 4,035,054 83,365,071 85,339,788 Beginning of period 119,708,749 115,673,695 2,184,055,571 2,098,715,783 --------------- --------------- --------------- --------------- End of period 123,150,449 119,708,749 $ 2,267,420,642 $ 2,184,055,571 =============== =============== =============== =============== - ----------------------------------------------------------------------------------------------------------------------- International Class A Shares Shares sold 374,178 1,175,024 $ 9,164,160 $ 24,657,035 Shares issued to shareholders on reinvestment of dividends 7,075 1,066 166,052 21,461 Shares converted from Class B 2,169 3,514 55,294 75,664 Shares redeemed (493,555) (121,631) (12,125,133) (2,656,916) --------------- --------------- --------------- --------------- Net increase (decrease) (110,133) 1,057,973 (2,739,627) 22,097,244 Beginning of period 1,223,176 165,203 25,143,620 3,046,376 --------------- --------------- --------------- --------------- End of period 1,113,043 1,223,176 $ 22,403,993 $ 25,143,620 =============== =============== =============== =============== - ----------------------------------------------------------------------------------------------------------------------- International Class B Shares Shares sold 45,251 91,339 $ 1,088,752 $ 1,892,028 Shares issued to shareholders on reinvestment of dividends 441 216 10,303 4,324 Shares converted to Class A (2,181) (3,545) (55,294) (75,664) Shares redeemed (17,740) (19,485) (433,534) (413,136) --------------- --------------- --------------- --------------- Net increase 25,771 68,525 610,227 1,407,552 Beginning of period 116,862 48,337 2,295,837 888,285 --------------- --------------- --------------- --------------- End of period 142,633 116,862 $ 2,906,064 $ 2,295,837 =============== =============== =============== =============== - ----------------------------------------------------------------------------------------------------------------------- International Class C Shares Shares sold 181,390 337,112 $ 4,415,226 $ 6,941,414 Shares issued to shareholders on reinvestment of dividends 628 267 14,686 5,349 Shares redeemed (190,486) (112,716) (4,516,811) (2,412,856) --------------- --------------- --------------- --------------- Net increase (decrease) (8,468) 224,663 (86,899) 4,533,907 Beginning of period 472,339 247,676 9,079,404 4,545,497 --------------- --------------- --------------- --------------- End of period 463,871 472,339 $ 8,992,505 $ 9,079,404 =============== =============== =============== =============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 67 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) ----------------------------- ----------------------------------- EMERGING INTERMEDIATE MARKETS VALUE DURATION PORTFOLIO PORTFOLIO ----------------------------- ----------------------------------- SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ------------------------------------------------------------------------------------------------------------------------ Shares sold 5,989,617 10,080,394 43,058,481 69,094,301 Shares issued to shareholders on reinvestment of dividends and distributions 10,834,592 1,190,384 1,089,413 2,311,887 Shares redeemed (5,938,415) (14,857,739) (15,273,347) (28,853,086) ------------ ------------ ------------ ------------ Net increase (decrease) in shares outstanding 10,885,794 (3,586,961) 28,874,547 42,553,102 Shares outstanding at beginning of period 43,505,863 47,092,824 255,266,942 212,713,840 ------------ ------------ ------------ ------------ Shares outstanding at end of period 54,391,657 43,505,863 284,141,489 255,266,942 ============ ============ ============ ============ ----------------------------- ----------------------------------- U.S. GOVERNMENT INTERMEDIATE DURATION SHORT DURATION INSTITUTIONAL PORTFOLIO PORTFOLIO ----------------------------- ----------------------------------- SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------- Shares sold 704,338 1,335,866 10,672,443 12,843,724 Shares issued to shareholders on reinvestment of dividends and distributions 59,335 106,625 300,939 846,398 Shares redeemed (1,041,160) (1,882,568) (6,021,696) (10,364,588) ------------ ------------ ------------ ------------ Net increase (decrease) in shares outstanding (277,487) (440,077) 4,951,686 3,325,534 Shares outstanding at beginning of period 6,939,375 7,379,452 42,673,898 39,348,364 ------------ ------------ ------------ ------------ Shares outstanding at end of period 6,661,888 6,939,375 47,625,584 42,673,898 ============ ============ ============ ============ - -------------------------------------------------------------------------------- 68 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- --------------------------- --------------------------- --------------------------- SHORT DURATION SHORT DURATION SHORT DURATION DIVERSIFIED MUNICIPAL CALIFORNIA MUNICIPAL NEW YORK MUNICIPAL PORTFOLIO PORTFOLIO PORTFOLIO --------------------------- --------------------------- --------------------------- SIX MONTHS SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------- Shares sold 6,335,045 13,703,501 2,428,014 3,635,973 2,094,589 5,800,480 Shares issued to shareholders on reinvestment of dividends and distributions 111,444 173,534 35,997 64,525 54,888 90,356 Shares redeemed (8,234,314) (13,353,227) (1,842,359) (4,425,411) (2,714,545) (5,836,199) Net increase (decrease) in shares outstanding (1,787,825) 523,808 621,652 (724,913) (565,068) 54,637 Shares outstanding at beginning of period 20,655,698 20,131,890 4,973,154 5,698,067 9,934,353 9,879,716 Shares outstanding at end of period 18,867,873 20,655,698 5,594,806 4,973,154 9,369,285 9,934,353 =========== =========== =========== =========== =========== =========== - -------------------------------------------------------------------------------- 2006 Semiannual Report 69 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) --------------------------------------------------------------------- DIVERSIFIED MUNICIPAL PORTFOLIO --------------------------------------------------------------------- ----------------------------- ----------------------------------- SHARES AMOUNT ----------------------------- ----------------------------------- SIX MONTHS SIX MONTHS ENDED 3/31/05 YEAR ENDED ENDED 3/31/05 YEAR ENDED (UNAUDITED) 9/30/04 (UNAUDITED) 9/30/04 - ------------------------------------------------------------------------------------------------------------------------ Municipal Class Shares sold 44,466,957 67,306,052 $ 622,068,157 $ 954,163,543 Shares issued to shareholders on reinvestment of dividends 549,549 1,025,694 7,690,007 14,537,618 Shares redeemed (17,474,505) (32,601,964) (244,380,717) (461,940,395) ------------- ------------ --------------- --------------- Net increase 27,542,001 35,729,782 385,377,447 506,760,766 Beginning of period 211,642,663 175,912,881 2,936,487,756 2,429,726,990 ------------- ------------ --------------- --------------- End of period 239,184,664 211,642,663 $ 3,321,865,203 $ 2,936,487,756 ============= ============ =============== =============== - ------------------------------------------------------------------------------------------------------------------------ Intermediate Municipal Class A Shares Shares sold 503,158 1,418,380 $ 7,046,986 $ 20,132,758 Shares issued to shareholders on reinvestment of dividends 51,666 115,543 723,320 1,638,421 Shares converted from Class B 59,569 157,152 831,957 2,222,023 Shares redeemed (1,435,225) (2,905,957) (20,077,736) (41,230,449) ------------- ------------ --------------- --------------- Net decrease (820,832) (1,214,882) (11,475,473) (17,237,247) Beginning of period 5,925,090 7,139,972 84,215,672 101,452,919 ------------- ------------ --------------- --------------- End of period 5,104,258 5,925,090 $ 72,740,199 $ 84,215,672 ============= ============ =============== =============== - ------------------------------------------------------------------------------------------------------------------------ Intermediate Municipal Class B Shares Shares sold 27,346 201,550 $ 382,425 $ 2,864,835 Shares issued to shareholders on reinvestment of dividends 32,415 81,542 453,868 1,156,539 Shares converted to Class A (59,574) (157,197) (831,957) (2,222,023) Shares redeemed (1,040,696) (2,160,430) (14,559,769) (30,611,828) ------------- ------------ --------------- --------------- Net decrease (1,040,509) (2,034,535) (14,555,433) (28,812,477) Beginning of period 4,695,737 6,730,272 66,505,842 95,318,319 ------------- ------------ --------------- --------------- End of period 3,655,228 4,695,737 $ 51,950,409 $ 66,505,842 ============= ============ =============== =============== - ------------------------------------------------------------------------------------------------------------------------ Intermediate Municipal Class C Shares Shares sold 108,707 440,590 $ 1,522,585 $ 6,253,538 Shares issued to shareholders on reinvestment of dividends 25,454 59,271 356,408 840,684 Shares redeemed (1,001,320) (2,000,134) (14,009,496) (28,364,922) ------------- ------------ --------------- --------------- Net decrease (867,159) (1,500,273) (12,130,503) (21,270,700) Beginning of period 4,766,497 6,266,770 67,792,723 89,063,423 ------------- ------------ --------------- --------------- End of period 3,899,338 4,766,497 $ 55,662,220 $ 67,792,723 ============= ============ =============== =============== - -------------------------------------------------------------------------------- 70 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- -------------------------------------------------------------------- CALIFORNIA MUNICIPAL PORTFOLIO -------------------------------------------------------------------- ----------------------------- ---------------------------------- SHARES AMOUNT ----------------------------- ---------------------------------- SIX MONTHS SIX MONTHS ENDED 3/31/05 YEAR ENDED ENDED 3/31/05 YEAR ENDED (UNAUDITED) 9/30/04 (UNAUDITED) 9/30/04 ======================================================================================================================= Municipal Class Shares sold 14,174,089 21,434,750 $ 200,578,253 $ 307,063,523 Shares issued to shareholders on reinvestment of dividends 196,690 414,093 2,784,335 5,934,834 Shares redeemed (6,684,168) (11,381,962) (94,559,568) (163,180,906) ------------ ------------- --------------- --------------- Net increase 7,686,611 10,466,881 108,803,020 149,817,451 Beginning of period 69,085,237 58,618,356 968,230,834 818,413,383 ------------ ------------- --------------- --------------- End of period 76,771,848 69,085,237 $ 1,077,033,854 $ 968,230,834 ============ ============= =============== =============== Intermediate Municipal Class A Shares Shares sold 354,345 956,855 $ 5,015,586 $ 13,703,260 Shares issued to shareholders on reinvestment of dividends 25,251 58,866 357,393 843,393 Shares converted from Class B 893 50,349 12,647 722,083 Shares redeemed (708,931) (1,108,320) (10,025,860) (15,850,412) ------------ ------------- --------------- --------------- Net decrease (328,442) (42,250) (4,640,234) (581,676) Beginning of period 2,628,962 2,671,212 37,856,603 38,438,279 ------------ ------------- --------------- --------------- End of period 2,300,520 2,628,962 $ 33,216,369 $ 37,856,603 ============ ============= =============== =============== Intermediate Municipal Class B Shares Shares sold 22,577 31,283 $ 320,547 $ 449,100 Shares issued to shareholders on reinvestment of dividends 14,627 36,862 207,082 528,386 Shares converted to Class A (893) (50,375) (12,647) (722,083) Shares redeemed (353,726) (668,920) (5,001,681) (9,570,894) ------------ ------------- --------------- --------------- Net decrease (317,415) (651,150) (4,486,699) (9,315,491) Beginning of period 1,832,025 2,483,175 26,334,637 35,650,128 ------------ ------------- --------------- --------------- End of period 1,514,610 1,832,025 $ 21,847,938 $ 26,334,637 ============ ============= =============== =============== Intermediate Municipal Class C Shares Shares sold 31,622 147,263 $ 446,584 $ 2,111,016 Shares issued to shareholders on reinvestment of dividends 14,623 34,066 206,966 488,199 Shares redeemed (361,153) (602,915) (5,110,304) (8,638,516) ------------ ------------- --------------- --------------- Net decrease (314,908) (421,586) (4,456,754) (6,039,301) Beginning of period 2,001,884 2,423,470 28,833,785 34,873,086 ------------ ------------- --------------- --------------- End of period 1,686,976 2,001,884 $ 24,377,031 $ 28,833,785 ============ ============= =============== =============== - -------------------------------------------------------------------------------- 2006 Semiannual Report 71 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) -------------------------------------------------------------------- NEW YORK MUNICIPAL PORTFOLIO -------------------------------------------------------------------- ----------------------------- ---------------------------------- SHARES AMOUNT ----------------------------- ---------------------------------- SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 - ----------------------------------------------------------------------------------------------------------------------- Municipal Class Shares sold 15,340,042 26,547,744 $ 212,078,706 $ 372,003,374 Shares issued to shareholders on reinvestment of dividends 356,667 701,028 4,932,890 9,824,232 Shares redeemed (7,537,076) (15,053,132) (104,201,906) (210,928,598) ------------ ------------- --------------- --------------- Net increase 8,159,633 12,195,640 112,809,690 170,899,008 Beginning of period 91,649,286 79,453,646 1,250,318,289 1,079,419,281 ------------ ------------- --------------- --------------- End of period 99,808,919 91,649,286 $ 1,363,127,979 $ 1,250,318,289 ============ ============= =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Intermediate Municipal Class A Shares Shares sold 170,318 698,228 $ 2,350,771 $ 9,785,713 Shares issued to shareholders on reinvestment of dividends 39,688 87,840 548,614 1,230,549 Shares converted from Class B 5,362 78,587 74,057 1,099,352 Shares redeemed (433,890) (1,492,557) (5,994,533) (20,880,330) ------------ ------------- --------------- --------------- Net decrease (218,522) (627,902) (3,021,091) (8,764,716) Beginning of period 3,217,902 3,845,804 45,196,625 53,961,341 ------------ ------------- --------------- --------------- End of period 2,999,380 3,217,902 $ 42,175,534 $ 45,196,625 ============ ============= =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Intermediate Municipal Class B Shares Shares sold 53,967 187,179 $ 746,945 $ 2,625,061 Shares issued to shareholders on reinvestment of dividends 30,350 68,721 419,450 962,490 Shares converted to Class A (5,362) (78,669) (74,057) (1,099,352) Shares redeemed (642,565) (786,711) (8,871,510) (11,010,516) ------------ ------------- --------------- --------------- Net decrease (563,610) (609,480) (7,779,172) (8,522,317) Beginning of period 3,515,762 4,125,242 49,444,786 57,967,103 ------------ ------------- --------------- --------------- End of period 2,952,152 3,515,762 $ 41,665,614 $ 49,444,786 ============ ============= =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Intermediate Municipal Class C Shares Shares sold 43,975 220,479 $ 607,850 $ 3,095,559 Shares issued to shareholders on reinvestment of dividends 13,896 36,044 192,089 505,218 Shares redeemed (566,879) (1,410,557) (7,825,232) (19,757,119) ------------ ------------- --------------- --------------- Net decrease (509,008) (1,154,034) (7,025,293) (16,156,342) Beginning of period 2,605,267 3,759,301 36,941,753 53,098,095 ------------ ------------- --------------- --------------- End of period 2,096,259 2,605,267 $ 29,916,460 $ 36,941,753 ============ ============= =============== =============== - -------------------------------------------------------------------------------- 72 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- ------------------------------------------------------------------- SHORT DURATION PLUS PORTFOLIO ------------------------------------------------------------------- ----------------------------- --------------------------------- SHARES AMOUNT ----------------------------- --------------------------------- SIX MONTHS SIX MONTHS ENDED 3/31/06 YEAR ENDED ENDED 3/31/06 YEAR ENDED (UNAUDITED) 9/30/05 (UNAUDITED) 9/30/05 ====================================================================================================================== Short Duration Plus Class Shares sold 4,377,069 11,221,512 $ 53,924,591 $ 140,436,628 Shares issued to shareholders on reinvestment of dividends and distributions 231,338 426,621 2,850,766 5,342,279 Shares redeemed (6,249,330) (12,766,090) (76,958,363) (159,809,492) ------------ ------------- --------------- --------------- Net decrease (1,640,923) (1,117,957) (20,183,006) (14,030,585) Beginning of period 32,188,431 33,306,388 408,567,036 422,597,621 ------------ ------------- --------------- --------------- End of period 30,547,508 32,188,431 $ 388,384,030 $ 408,567,036 ============ ============= =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Short Duration Class A Shares (a) Shares sold 747,770 1,940,658 $ 9,205,670 $ 24,341,652 Shares issued to shareholders on reinvestment of dividends and distributions 50,173 96,914 618,299 1,213,366 Shares converted from Class B 48,798 106,805 601,137 1,334,579 Shares redeemed (1,172,109) (3,347,092) (14,447,547) (41,955,853) ------------ ------------- --------------- --------------- Net decrease (325,368) (1,202,715) (4,022,441) (15,066,256) Beginning of period 3,438,262 4,640,977 45,013,580 60,079,836 ------------ ------------- --------------- --------------- End of period 3,112,894 3,438,262 $ 40,991,139 $ 45,013,580 ============ ============= =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Short Duration Class B Shares (a) Shares sold 98,234 489,329 $ 1,211,635 $ 6,137,972 Shares issued to shareholders on reinvestment of dividends and distributions 23,282 50,309 286,901 630,063 Shares converted to Class A (48,798) (106,847) (601,137) (1,334,579) Shares redeemed (597,801) (1,671,609) (7,366,441) (20,944,554) ------------ ------------- --------------- --------------- Net decrease (525,083) (1,238,818) (6,469,042) (15,511,098) Beginning of period 2,257,289 3,496,107 29,232,925 44,744,023 ------------ ------------- --------------- --------------- End of period 1,732,206 2,257,289 $ 22,763,883 $ 29,232,925 ============ ============= =============== =============== - ----------------------------------------------------------------------------------------------------------------------- Short Duration Class C Shares (a) Shares sold 78,277 508,402 $ 964,458 $ 6,376,122 Shares issued to shareholders on reinvestment of dividends and distributions 16,945 36,795 208,730 460,712 Shares redeemed (467,041) (1,725,576) (5,753,482) (21,624,133) ------------ ------------- --------------- --------------- Net decrease (371,819) (1,180,379) (4,580,294) (14,787,299) Beginning of period 1,945,794 3,126,173 25,284,964 40,072,263 ------------ ------------- --------------- --------------- End of period 1,573,975 1,945,794 $ 20,704,670 $ 25,284,964 ============ ============= =============== =============== (a) Class A, B and C Shares commenced distribution on January 30, 2004. - -------------------------------------------------------------------------------- 2006 Semiannual Report 73 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) NOTE 7. Line of Credit The Emerging Markets Portfolio maintains a $35,000,000 line of credit intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the line of credit are paid by the Portfolio and are included in the miscellaneous expenses in the statement of operations. The Portfolio did not utilize the line of credit during the six months ended March 31, 2006. A number of open-end mutual funds managed by the Adviser, including the Sanford C. Bernstein Fund II, Inc., participate in a $250 million revolving credit facility (the "Facility") intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statements of operations. The Portfolio did not utilize the Facility during the period ended March 31, 2006. NOTE 8. Legal Proceedings As has been previously reported, the staff of the U.S. Securities and Exchange Commission ("SEC") and the Office of New York Attorney General ("NYAG") have been investigating practices in the mutual fund industry identified as "market timing" and "late trading" of mutual fund shares. Certain other regulatory authorities have also been conducting investigations into these practices within the industry and have requested that the Adviser provide information to them. The Adviser has been cooperating and will continue to cooperate with all of these authorities. On December 18, 2003, the Adviser confirmed that it had reached terms with the SEC and the NYAG for the resolution of regulatory claims relating to the practice of "market timing" mutual fund shares in some of the AllianceBernstein Mutual Funds. The agreement with the SEC is reflected in an Order of the Commission ("SEC Order"). The agreement with the NYAG is memorialized in an Assurance of Discontinuance dated September 1, 2004 ("NYAG Order"). Among the key provisions of these agreements are the following: (i)The Adviser agreed to establish a $250 million fund (the"Reimbursement Fund") to compensate mutual fund shareholders for the adverse effects of market timing attributable to market timing relationships described in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be paid, in order of priority, to fund investors based on (i) their aliquot share of losses suffered by the fund due to market timing, and (ii) proportionate share of advisory fees paid by such fund during the period of such market timing; (ii)The Adviser agreed to reduce the advisory fees it receives from some of the AllianceBernstein long-term, open-end retail funds until December 31, 2008; however, the Portfolios did not have their fees reduced; and (iii)The Adviser agreed to implement changes to its governance and compliance procedures. Additionally, the SEC Order and the NYAG Order contemplate that the Adviser's registered investment company clients, including the Funds, will introduce governance and compliance changes. A special committee of the AllianceBernstein's Board of Directors, comprised of the members of the AllianceBernstein's Audit Committee and the other independent member of the AllianceBernstein's Board, is continuing to direct and oversee an internal investigation and a comprehensive review of the facts and circumstances relevant to the SEC's and the NYAG's investigations. In addition, the independent directors of the Sanford C. Bernstein Fund, Inc. have designated an independent economic consultant and independent counsel to investigate the above-mentioned matters. On October 2, 2003, a purported class action complaint entitled Hindo, et al. v. AllianceBernstein Growth & Income Fund, et al. ("Hindo Complaint") was filed against the Adviser, Alliance Capital Management Holding L.P. ("Alliance Holding"), Alliance Capital Management Corporation, AXA Financial, Inc., the AllianceBernstein Funds, certain officers of the Adviser ("Alliance defendants"), and certain other defendants not affiliated with the Adviser, as well as unnamed Doe defendants. The Hindo Complaint was filed in the United States District Court for the Southern District of New York by - -------------------------------------------------------------------------------- 74 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- alleged shareholders of two of the AllianceBernstein Funds. The Hindo Complaint alleges that certain of the Alliance defendants failed to disclose that they improperly allowed certain hedge funds and other unidentified parties to engage in "late trading" and "market timing" of AllianceBernstein Fund securities, violating Sections 11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Exchange Act and Sections 206 and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of compensatory damages and rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts. Since October 2, 2003, numerous additional lawsuits making factual allegations generally similar to those in the Hindo Complaint were filed in various federal and state courts against the Adviser and certain other defendants, and others may be filed. The plaintiffs in such lawsuits have asserted a variety of theories for recovery including, but not limited to, violations of the Securities Act, the Exchange Act, the Advisers Act, the Investment Company Act, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), certain state securities laws and common law. All state court actions against the Adviser either were voluntarily dismissed or removed to federal court. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred all federal actions to the United States District Court for the District of Maryland (the "Mutual Fund MDL"). All of the actions removed to federal court were also transferred to the Mutual Fund MDL. The plaintiffs in the removed actions have since moved for remand, and that motion is pending. On September 29, 2004, plaintiffs filed consolidated amended complaints with respect to four claim types: mutual fund shareholder claims; mutual fund derivative claims; derivative claims brought on behalf of Alliance Holding; and claims brought under ERISA by participants in the Profit Sharing Plan for Employees of the Adviser. All four complaints include substantially identical factual allegations, which appear to be based in large part on the SEC Order and the NYAG Order. The claims in the mutual fund derivative consolidated amended complaint are generally based on the theory that all fund advisory agreements, distribution agreements and 12b-1 plans between the Adviser and the AllianceBernstein Funds should be invalidated, regardless of whether market timing occurred in each individual fund, because each was approved by fund trustees on the basis of materially misleading information with respect to the level of market timing permitted in funds managed by the Adviser. The claims asserted in the other three consolidated amended complaints are similar to those that the respective plaintiffs asserted in their previous federal lawsuits. All of these lawsuits seek an unspecified amount of damages. The Alliance defendants have moved to dismiss the complaints, and those motions are pending. On February 10, 2004, the Adviser received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia's Office of the State Auditor, Securities Commission (the "West Virginia Securities Commission") (together, the "Information Requests"). Both Information Requests require the Adviser to produce documents concerning, among other things, any market timing or late trading in the Adviser's sponsored mutual funds. The Adviser responded to the Information Requests and has been cooperating fully with the investigation. On April 11, 2005, a complaint entitled The Attorney General of the State of West Virginia v. AIM Advisors, Inc., et al. ("WVAG Complaint") was filed against the Adviser, Alliance Holding, and various other defendants not affiliated with the Adviser. The WVAG Complaint was filed in the Circuit Court of Marshall County, West Virginia by the Attorney General of the State of West Virginia. The WVAG Complaint makes factual allegations generally similar to those in the Hindo Complaint. On May 31, 2005, defendants removed the WVAG Complaint to the United States District Court for the Northern District of West Virginia. On July 12, 2005, plaintiff moved to remand. On October 19, 2005, the WVAG Complaint was transferred to the Mutual Fund MDL. On August 30, 2005, the deputy commissioner of securities of the West Virginia Securities Commission signed a "Summary Order to Cease and Desist, and Notice of Right to Hearing" addressed to the Adviser and Alliance Holding. The Summary Order claims that the Adviser and Alliance Holding violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Commission Order and the NYAG Order. On January 26, 2006, the Adviser, Alliance Holding, and various unaffiliated defendants filed a Petition for Writ of Prohibition and Order - -------------------------------------------------------------------------------- 2006 Semiannual Report 75 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc. Notes to Financial Statements (continued) Suspending Proceedings in West Virginia state court seeking to vacate the Summary Order and for other relief. On April 11, 2006, the Court dismissed the Writ and later granted defendants a 30-day stay to file an appeal. The Adviser intends to vigorously defend against the allegations in the WVAG Complaint. On June 22, 2004, a purported class action complaint entitled Aucoin, et al. v. Alliance Capital Management L.P., et al. ("Aucoin Complaint") was filed against the Adviser, Alliance Holding, Alliance Capital Management Corporation, AXA Financial, Inc., AllianceBernstein Investment Research & Management, Inc., certain current and former directors of the AllianceBernstein Mutual Funds, and unnamed Doe defendants. The Aucoin Complaint names certain of the AllianceBernstein mutual funds as nominal defendants. The Aucoin Complaint was filed in the United States District Court for the Southern District of New York by an alleged shareholder of an AllianceBernstein mutual fund. The Aucoin Complaint alleges, among other things, (i) that certain of the defendants improperly authorized the payment of excessive commissions and other fees from fund assets to broker-dealers in exchange for preferential marketing services, (ii) that certain of the defendants misrepresented and omitted from registration statements and other reports material facts concerning such payments, and (iii) that certain defendants caused such conduct as control persons of other defendants. The Aucoin Complaint asserts claims for violation of Sections 34(b), 36(b) and 48(a) of the Investment Company Act, Sections 206 and 215 of the Advisers Act, breach of common law fiduciary duties, and aiding and abetting breaches of common law fiduciary duties. Plaintiffs seek an unspecified amount of compensatory damages and punitive damages, rescission of their contracts with the Adviser, including recovery of all fees paid to the Adviser pursuant to such contracts, an accounting of all fundrelated fees, commissions and soft dollar payments, and restitution of all unlawfully or discriminatorily obtained fees and expenses. Since June 22, 2004, nine additional lawsuits making factual allegations substantially similar to those in the Aucoin Complaint were filed against the Adviser and certain other defendants. All nine of the lawsuits (i) were brought as class actions filed in the United States District Court for the Southern District of New York, (ii) assert claims substantially identical to the Aucoin Complaint, and (iii) are brought on behalf of shareholders of the Funds. On February 2, 2005, plaintiffs filed a consolidated amended class action complaint ("Aucoin Consolidated Amended Complaint") that asserts claims substantially similar to the Aucoin Complaint and the nine additional lawsuits referenced above. On October 19, 2005, the District Court dismissed each of the claims set forth in the Aucoin Consolidated Amended Complaint, except for plaintiff's claim under Section 36(b) of the Investment Company Act. On January 11, 2006, the District Court granted defendants' motion for reconsideration and dismissed the remaining Section 36(b) claim. Plaintiffs have moved for leave to amend their consolidated complaint. It is possible that these matters and/or other developments resulting from these matters could result in increased redemptions of the AllianceBernstein Mutual Funds' shares or other adverse consequences to the AllianceBernstein Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell investments held by those funds to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the AllianceBernstein Mutual Funds. However, the Adviser believes that these matters are not likely to have a material adverse effect on its ability to perform advisory services relating to the AllianceBernstein Mutual Funds. - -------------------------------------------------------------------------------- 76 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Results of Shareholders Meeting Unaudited The Annual Meeting of Stockholders of Sanford C. Bernstein Fund (the "Fund") was held on December 6, 2005. The Meeting was originally scheduled to be held on November 15, 2005, however an insufficient number of votes had been received as of November 15, 2005 to constitute a quorum and the Meeting was therefore adjourned until December 6, 2005 in order to permit for additional time for the solicitation of proxies. At the December 6, 2005 Meeting, with respect to the first item of business, the election of Directors, the required number of outstanding shares was voted in favor of the proposal, and the proposal was approved. A description of the proposal and number of shares voted at the Meeting are as follows: 1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. WITHHELD VOTED FOR AUTHORITY - -------------------------------------------------------------------------------- Irwin Engelman 482,138,928 3,375,067 Bart Friedman 482,352,757 3,161,238 Roger Hertog 481,543,420 3,970,575 William Kristol 474,455,075 11,058,920 Thomas B. Stiles II 482,140,530 3,373,465 Rosalie J. Wolf 482,546,822 2,967,173 - -------------------------------------------------------------------------------- 2006 Semiannual Report 77 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. ================================================================================ BOARD OF DIRECTORS - -------------------------------------------------------------------------------- Roger Hertog President Rosalie J. Wolf* Chairman Irwin Engelman* Director Bart Friedman*+ Director William Kristol*+ Director Thomas B. Stiles II*+ Director ================================================================================ OFFICERS - -------------------------------------------------------------------------------- Philip L. Kirstein Senior Vice President and Independent Compliance Officer Mark D. Gersten Treasurer and Chief Financial Officer Emilie D. Wrapp Secretary ================================================================================ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 300 Madison Avenue New York, New York 10017 ================================================================================ LEGAL COUNSEL - -------------------------------------------------------------------------------- Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 ================================================================================ CUSTODIAN AND TRANSFER AGENT - -------------------------------------------------------------------------------- State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 ================================================================================ INVESTMENT ADVISER - -------------------------------------------------------------------------------- AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York 10105 * Member of the Audit Committee and the Independent Directors Committee. + Member of the Governance, Nominating and Compensation Committee. - -------------------------------------------------------------------------------- 78 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Board's Consideration of Investment Management Arrangements The process relating to the annual review of the Investment Management Agreement between the Sanford C. Bernstein Fund, Inc. (the "Fund"), on behalf of each of its portfolios (each, a "Portfolio" and collectively, the "Portfolios"), and AllianceBernstein L.P. (the "Adviser") (the "Investment Management Agreement") commenced following receipt by the Adviser of a letter dated July 21, 2005, from counsel to the Directors who are not interested persons of the Fund (the "Independent Directors"). The letter contained a preliminary list of information required by the Independent Directors to conduct their annual review. The Directors received materials relating to the renewal of the Investment Management Agreement from the Adviser during September 2005. In addition, the Independent Directors received materials prepared by the Senior Officer, as described below. On September 28, 2005, the Directors held an in-person meeting to begin their review of the Investment Management Agreement and to consider an amendment proposed by the Adviser to the fee schedule, which included additional breakpoints at higher asset levels for the Intermediate Duration Portfolio, Diversified Municipal Portfolio, New York Municipal Portfolio, California Municipal Portfolio, Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio. Following discussion at this meeting, the Independent Directors requested that the Adviser propose a different amended schedule for certain of the Portfolios. On October 25, 2005, the Independent Directors met in executive session with counsel to the Independent Directors and the Senior Officer to review a revised proposal with respect to the fee schedule from the Adviser. On October 26, 2005, the Board of Directors held an in-person meeting to review the Investment Management Agreement and the revised proposal from the Adviser, which included a further reduction in the advisory fee rate for the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio. The Board considered the Adviser's amended proposal and in turn proposed additional reductions in fees for the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio. The Board of Directors, including the Independent Directors, determined to extend the Investment Management Agreement with the fee rates then in effect until December 1, 2005, to provide sufficient time for management to review the additional reductions proposed by the Board and the Board to consider the Adviser's responses to the Board's proposal. It was determined that the Board of Directors would meet at an in-person meeting on November 28, 2005 for the purpose of considering the renewal of the Investment Management Agreement for an additional annual term in light of the various proposals that had been made. Between October 26, 2005 and November 28, 2005, the Independent Directors, their counsel, and the Adviser considered additional proposed amendments to the fee schedule. At the November 28, 2005 meeting, the Board approved the advisory fee rate structure shown below under "Advisory Fee Rate Schedule." In approving the continuation of the Investment Management Agreement for an additional annual term with the revised fee schedule, the Board of Directors considered all information it deemed reasonably necessary to evaluate the terms of the Agreement and considered whether continuance of the Agreement would be in the best interests of each respective Portfolio. The Board received materials relating to its consideration of the Investment Management Agreement, including: (i) information comparing the performance of the Portfolios to other investment companies with similar investment objectives and to one or more securities indices; (ii) information about the nature, extent and quality of investment and administrative services rendered by the Adviser; (iii) payments received by the Adviser from all sources in respect of the Portfolios and the Fund as a group; (iv) costs borne by, and profitability of, the Adviser and its affiliates in providing services to the Portfolios and the Fund as a group; (v) comparative fee and expense data for the Portfolios and other investment companies with similar investment objectives; (vi) information about the extent to which economies of scale would be realized as the Portfolios grow and whether fee levels reflect these economies of scale for the benefit of investors; (vii) the Adviser's policies and practices regarding allocation of portfolio transactions of the Portfolios, including the extent to which the Adviser benefits from soft dollar arrangements; (viii) information about "revenue sharing" arrangements that the Adviser may enter into in respect of any of the Portfolios; (ix) portfolio turnover rates of the Portfolios; (x) fall-out benefits which the Adviser and its affiliates may receive from their relationships to the Portfolios; (xi) information about fees charged by the Adviser to other like clients with similar investment objectives; (xii) professional experience and qualifications of the Fund's management teams and other senior personnel of the Adviser; and (xiii) the terms of the Investment Management Agreement. The Directors also reviewed an independent evaluation from the Fund's Senior Officer (who is also the Fund's Independent Compliance Officer) of the reasonableness of the advisory fees in the Investment Management Agreement. This evaluation was contemplated by the September 2004 Assurance of Discontinuance between the Adviser and the New York Attorney General. In his evaluation, the Senior Officer concluded that the fees contained in the Adviser's September 28, 2005 proposal - -------------------------------------------------------------------------------- 2006 Semiannual Report 79 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Board's Consideration of Investment Management Arrangements (continued) were reasonable with respect to the fixed-income Portfolios and recommended that the fees for the Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio be reduced. The Directors noted that the Senior Officer's evaluation considered the following factors: management fees charged to institutional and other clients of the Adviser for like services; management fees charged by other mutual fund companies for like services; costs to the Adviser and its affiliates of supplying such services pursuant to the Investment Management Agreement, excluding any intra-corporate profit; profit margins of the Adviser and its affiliates from supplying such services; possible economies of scale as the Portfolios grow larger; and the nature and quality of the Adviser's services including the performance of the Portfolios. The matters discussed below were considered separately by the Independent Directors in several executive sessions, during which experienced counsel that is independent of the Adviser provided guidance to the Independent Directors. No single factor was considered in isolation or to be determinative to the decision of the Board to approve the Investment Management Agreement. Rather, the Board concluded, in light of a weighing and balancing of all factors considered, that it was in the best interests of each Portfolio to approve the continuation of the Investment Management Agreement as amended, including the fees to be charged for services thereunder. Fees and Expenses The Board of Directors, including the Independent Directors, compared the fees and expense ratios of each Portfolio as proposed by the Adviser at the September 28, 2005 meeting (before and after any fee waivers and expense reimbursements) against fees and expense ratios of a peer group of funds with similar investment objectives ("peer group"). Both the peer group category and the funds within the peer group, with respect to the fee and expense data, were prepared by Lipper, Inc. ("Lipper"), an independent provider of investment company data. Where applicable, the Board considered similarities and differences between each Portfolio and the other funds in its respective peer group. The Senior Officer also performed analyses of the advisory fees based upon hypothetical fee structures and asset levels, and compared such analyses to the Portfolios' peer groups. The Board considered data based on information provided by Lipper, particularly that: o the Short Duration Plus Portfolio's contractual management fee was at the median of its peer group, its actual management fee was above the median of its peer group, and its actual total expenses were below the median of its peer group. o the U.S. Government Short Duration Portfolio's contractual management fee and actual management fee were above the median of its peer group, and its actual total expenses were at the median of its peer group. o the Intermediate Duration Portfolio's contractual management fee was above the median of its peer group, its actual management fee was at the median of its peer group, and its actual total expenses were below the median of its peer group. o the California Municipal Portfolio's contractual management fee and actual total expenses were below the median of its peer group, and its actual management fee was at the median of its peer group. o the Diversified Municipal Portfolio's contractual management fee was above the median of its peer group, and its actual management fee and actual total expenses were below the median of its peer group. o the New York Municipal Portfolio's contractual management fee and its actual total expenses were below the median of its peer group, and its actual management fee was above the median of its peer group. o the Short Duration California Municipal Portfolio's contractual management fee was below the median of its peer group, its actual management fee was at the median of its peer group, and its actual total expenses were above the median of its peer group. o the Short Duration Diversified Municipal Portfolio's contractual management fee, actual management fee and actual total - -------------------------------------------------------------------------------- 80 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- expenses were above the median of its peer group. o the Short Duration New York Municipal Portfolio's contractual management fee and actual management fee were above the median of its peer group, and its actual total expenses were below the median of its peer group. o the International Portfolio's contractual management fee, actual management fee, and actual total expenses were above the median of its peer group o the Tax-Managed International Portfolio's contractual management fee and actual total expenses were above the median of its peer group, and its actual management fee was at the median of its peer group. o the Emerging Markets Portfolio's contractual management fee, actual management fee and actual total expenses were above the median of its peer group. The Board also received and considered information about the services rendered, and the fee rates offered, to other clients advised by the Adviser. On the basis of its review and consideration of the proposed fees as described above, the Board concluded that the fees shown below under "Advisory Fee Schedule Effective November 29, 2005" were reasonable. Nature, Extent and Quality of Services The Board of Directors, including the Independent Directors, considered the nature, quality and extent of services performed by the Adviser and its affiliates. The Board used its knowledge and experience gained as directors of the Fund in evaluating the quality of the services of the Adviser, including the scope and quality of the Adviser's investment management capabilities, other resources dedicated to performing its services and the quality of its administrative and other services provided to the Fund. Particularly, the Board considered the background and experience of the Adviser's senior management. The Board also reviewed the qualifications, backgrounds and responsibilities of the investment staff primarily responsible for day-to-day portfolio management services for each Portfolio. In further evaluating the quality of services provided by the Adviser, the Board was informed that in management's judgment, the Adviser has the resources to attract and retain highly qualified investment professionals, including research and advisory personnel. In particular, the Board was informed that the Adviser's investment staff consists of: o In the case of the Fixed-Income Portfolios, there are 63 Fixed Income Portfolio Managers, 46 Fixed-Income Credit Research Analysts, 4 Structured Analysts, 8 Fixed-Income Economists, 8 Fixed-Income Quantitative Analysts and 7 Fixed-Income Traders. o In the case of the International and Tax-Managed International Portfolios, there are 28 senior portfolio managers*, including 1 economist, 123 research analysts, including 100 fundamental and 23 quantitative, and 20 traders. * Includes 8 members of the Style Blend Investment Team dedicated to managing style blend portfolios comprised of underlying investments in Bernstein Value and Alliance Growth portfolios. o In the case of the Emerging Markets Portfolio, there are 19 senior portfolio managers*, including 1 economist, 94 research analysts, including 71 fundamental and 23 quantitative, and 18 traders. * Includes 8 members of the Style Blend Investment Team dedicated to managing style blend portfolios comprised of underlying investments in Bernstein Value and Alliance Growth portfolios. The Board also considered the allocation of responsibilities as well as the factors which impacted the making and implementing of investment decisions for the Portfolios. The Board then reviewed the compliance and administrative services of the Adviser that support the investment advisory services provided to the Fund and noted that such staff was sufficient to ensure a high level of quality service to the Fund. - -------------------------------------------------------------------------------- 2006 Semiannual Report 81 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Board's Consideration of Investment Management Arrangements (continued) The Board concluded that it was satisfied with the nature, quality and extent of the services provided by the Adviser. Fund Performance The Board of Directors, including the Independent Directors, received and considered information about each Portfolio's investment performance, as well as the performance of its peer group and the performance of an appropriate benchmark index. The Board was provided with performance data versus each Portfolio's peer group, both before and after fees, for the 1-year, 3-year, 5-year and 10-year periods, as applicable, ended June 30, 2005 ("relevant periods") and versus each Portfolio's appropriate benchmark index, after fees, for the year to date, 1-year, 3-years, 5-years, 10-years and since inception periods, as applicable, ended June 30, 2005. Both the funds included in each Portfolio's peer group and the comparative performance data were provided to the Directors by Lipper. The Board noted that: (i) the Short Duration Plus Portfolio underperformed the median of its peer group over the 1-year period both before and after fees, but that it outperformed the median of its peer group over the remaining relevant periods both before and after fees. The Portfolio outperformed its benchmark index, the Merrill Lynch 1-3 Year Treasury Index, over the 1-year and 3-year periods ended June 30, 2005. The Portfolio underperformed against the benchmark index for the year to date, 5-year, 10-year and since inception periods. (ii) the U.S. Government Short Duration Portfolio performed at the median of its peer group over the 1-year period and below the median of its peer group over all remaining relevant periods, all after fees. The Portfolio outperformed the median of its peer group before fees over all relevant periods with the exception of the 10-year period over which it underperformed against the median. The Portfolio underperformed its benchmark index, the Merrill Lynch 1-3 Year Treasury Index, over all relevant periods. (iii) the Intermediate Duration Portfolio performed at the median of its peer group over the 1-year and 3-year periods but underperformed against the median over the 5-year and 10-year periods, all net of fees. Before fees, the Portfolio underperformed its peer group over all relevant periods except the 3-year period over which it performed at the median of its peer group. The Portfolio underperformed its benchmark index, the Lehman Aggregate Bond Index, over all relevant periods except the 3-year period, over which it outperformed the benchmark index. (iv) the Diversified Municipal Portfolio underperformed the median of its peer group, both before and after fees, over all relevant periods. The Portfolio outperformed its benchmark index, the Lehman 5 Year General Obligation Municipal Bond Index, over the year to date and 1-year periods and underperformed against the benchmark index for the remaining relevant periods. (v) the New York Municipal Portfolio underperformed the median of its peer group, both before and after fees, over all relevant periods. The Portfolio outperformed its benchmark index, the Lehman 5 Year General Obligation Municipal Bond Index, over the year to date and 1-year periods and underperformed against the benchmark index for the remaining relevant periods. (vi) the California Municipal Portfolio underperformed the median of its peer group, both before and after fees, over all relevant periods. The Portfolio outperformed its benchmark index, the Lehman 5 Year General Obligation Municipal Bond Index, over the year to date and 1-year periods and underperformed against the benchmark index for the remaining relevant periods. (vii) the Short Duration Diversified Municipal Portfolio underperformed the median of its peer group, both before and after fees, over all relevant periods. The Portfolio outperformed its benchmark index, the Lehman 1 Year Municipal Bond Index, over the 1-year period and underperformed against the benchmark index for the remaining relevant periods. (viii) the Short Duration New York Municipal Portfolio underperformed the median of its peer group, both before and after fees, over all relevant periods. The Portfolio outperformed its benchmark index, the Lehman 1 Year Municipal Bond Index, over the year to date and 1-year periods and underperformed against the benchmark index for the remaining relevant periods. (ix) the Short Duration California Municipal Portfolio underperformed the median of its peer group, both before and after - -------------------------------------------------------------------------------- 82 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- fees, over all relevant periods. The Portfolio also underperformed its benchmark index, the Lehman 1 Year Municipal Bond Index, over all relevant periods. (x) the Tax-Managed International Portfolio underperformed the median of its peer group over all relevant periods except the 5-year and 10-year periods during which it performed at the median, all after fees. Before fees, the Portfolio underperformed against the median over the 1-year and 3-year periods, outperformed the median for the 5-year period and performed at the median for the 10-year period. The Portfolio outperformed its benchmark index, the MSCI EAFE Foreign-Stock Market Index, over the 5-year, 10-year and since inception periods, but underperformed against the benchmark index for the year to date, 1-year and 3-year periods. (xi) the International Portfolio performed at the median of its peer group over the 3-year period but underperformed against the median over the 1-year and 5-year periods, all net of fees. Before fees, the Portfolio underperformed its peer group over the 1-year period, but outperformed its peer group over the 3-year and 5-year periods. The Portfolio outperformed its benchmark index, the MSCI EAFE Foreign-Stock Market Index over the 5-year and since inception periods, but underperformed against the benchmark index for the year to date, 1-year and 3-year periods. (xii) the Emerging Markets Portfolio substantially outperformed the median of its peer group over the 1-year, 3-year and 5-year periods both before and after fees. The Portfolio outperformed its benchmark index, the MSCI Emerging Markets Index, over the 1-year, 3-year, 5-year and since inception periods but underperformed the benchmark index over the year to date period. The Board noted that the underperformance of some of the Portfolios net of fees versus their respective indices was at least partly due to the fact that the Portfolios' benchmarks do not account for the fees that would be charged if an entity were able to replicate them and offer them to retail investors. The Board also noted that the duration of each of the fixed-income Portfolios is shorter than the implied duration of the Portfolios' peer categories. These differences have a substantial impact to the performance of the fixed-income Portfolios. The Board concluded that the performance generated by the Adviser was satisfactory. Profitability The Board of Directors, including the Independent Directors, considered the level of the Adviser's profits in respect of its management of the Fund. The materials provided to the Independent Directors included a schedule of the revenues, expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2003 and 2004 which had been reviewed by an independent consultant retained by the Senior Officer. The Directors also reviewed information in respect of 2004 that had been prepared with revised expense allocation methodology, which had also been reviewed by the Senior Officer's independent consultant. The Directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data, and noted the Adviser's representation to them that it believed that the methods of allocation used in preparing the profitability information were reasonable and appropriate and that the Adviser had previously discussed that there is no generally accepted allocation methodology for information of this type. The Directors also received a presentation from the independent consultant which reviewed the Adviser's methods of calculating profitability. After reviewing all relevant factors, the Board of Directors, including the Independent Directors, concluded that the level of the Adviser's profits in respect of its management of the Fund was reasonable. Economies of Scale The Board of Directors, including the Independent Directors, considered whether there have been economies of scale in respect of the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Directors also considered a presentation by an independent consultant discussing economies of scale issues in the mutual fund industry. The Board concluded that each Portfolio's breakpoint arrangements could result in a sharing of economies of scale. - -------------------------------------------------------------------------------- 2006 Semiannual Report 83 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Board's Consideration of Investment Management Arrangements (continued) Other Benefits to the Adviser The Board of Directors, including the Independent Directors, also took into account not only the advisory fees payable by the Portfolios, but also so-called "fallout benefits" to the Adviser, such as the engagement of affiliates of the Adviser as service providers to the Portfolios, including for administrative and transfer agency services, as well as the extent to which the Adviser benefits from soft dollar arrangements. It also considered other benefits potentially derived from an increase in the Adviser's business as a result of its relationship with the Fund. The Board concluded that other ancillary benefits that the Adviser could be expected to receive with regard to providing investment advisory and other services to the Fund, such as those noted above, were reasonable. Advisory Fee Rate Schedule On the basis of the information considered, the Board concluded that the advisory fee rates for the New York Municipal, California Municipal, Diversified Municipal, Intermediate Duration, Tax-Managed International, International and Emerging Markets Portfolios should be amended as follows: For the Short Duration Plus, U.S. Government Short Duration, Short Duration California Municipal, Short Duration New York Municipal and Short Duration Diversified Municipal Portfolios, the Independent Directors determined to approve the continuation of the Investment Management Agreement, without change to these Portfolios' fee schedules, for an additional annual term. ADVISORY FEE SCHEDULE EFFECTIVE - ------------------------------------------------------------------------------------------------------------------------------------ NOVEMBER 29, 2005 PREVIOUS ADVISORY FEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------------ New York Municipal Portfolio .50% of the first $1 billion; .50% of the first $1 billion; .45% of assets in excess of $1 billion up to, .45% of assets in excess of $1 billion up to, but not exceeding $3 billion; but not exceeding $3 billion; .40% of assets in excess of $3 billion up to, .40% of assets in excess of $3 billion but not exceeding $5 billion; .35% of assets in excess of $5 billion California Municipal Portfolio .50% of the first $1 billion; .50% of the first $1 billion; .45% of assets in excess of $1 billion up to, .45% of assets in excess of $1 billion up to, but not exceeding $3 billion; but not exceeding $3 billion; .40% of assets in excess of $3 billion up to, .40% of assets in excess of $3 billion but not exceeding $5 billion; .35% of assets in excess of $5 billion Diversified Municipal Portfolio .50% of the first $1 billion; .50% of the first $1 billion; .45% of assets in excess of $1 billion up to, .45% of assets in excess of $1 billion up to, but not exceeding $3 billion; but not exceeding $3 billion; .40% of assets in excess of $3 billion up to, .40% of assets in excess of $3 billion but not exceeding $5 billion; .35% of assets in excess of $5 billion Intermediate Duration Portfolio .50% of the first $1 billion; .50% of the first $1 billion; .45% of assets in excess of $1 billion up to, .45% of assets in excess of $1 billion up to, but not exceeding $3 billion; but not exceeding $3 billion; .40% of assets in excess of $3 billion up to, .40% of assets in excess of $3 billion but not exceeding $5 billion; .35% of assets in excess of $5 billion Tax-Managed International Portfolio .925% of the first $1 billion; 1.00% of the first $1 billion; .85% of assets in excess of $1 billion up to, .90% of assets in excess of $1 billion up to, but not exceeding $4 billion; but not exceeding $4 billion; .80% of assets in excess of $4 billion up to, .85% of assets in excess of $4 billion up to, but not exceeding $6 billion; but not exceeding $6 billion; .75% of assets in excess of $6 billion up to, .75% of assets in excess of $6 billion but not exceeding $8 billion; .65% of assets in excess of $8 billion - -------------------------------------------------------------------------------- 84 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- NOVEMBER 29, 2005 PREVIOUS ADVISORY FEE SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------------ International Portfolio .925% of the first $1 billion; 1.00% of the first $1 billion; .85% of assets in excess of $1 billion up to, .90% of assets in excess of $1 billion up to, but not exceeding $4 billion; but not exceeding $4 billion; .80% of assets in excess of $4 billion up to, .85% of assets in excess of $4 billion up to, but not exceeding $6 billion; but not exceeding $6 billion; .75% of assets in excess of $6 billion up to, .75% of assets in excess of $6 billion but not exceeding $8 billion; .65% of assets in excess of $8 billion Emerging Markets Portfolio 1.175% of the first $1 billion; 1.25% of the first $1 billion; 1.05% of assets in excess of $1 billion up to, 1.125% of assets in excess of $1 billion up to, but not exceeding $2 billion; but not exceeding $2 billion; 1.00% of assets in excess of $2 billion up to, 1.00% of assets in excess of $2 billion but not exceeding $3 billion; 0.90% of assets in excess of $3 billion For the Short Duration Plus, U.S. Government Short Duration, Short Duration California Municipal, Short Duration New York Municipal and Short Duration Diversified Municipal Portfolios, the Independent Directors determined to approve the continuation of the Investment Management Agreement, without change to these Portfolios' fee schedules, for an additional annual term. - -------------------------------------------------------------------------------- 2006 Semiannual Report 85 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholders Report or the Financial Statements SUMMARY OF SENIOR OFFICER'S EVALUATION OF INVESTMENT ADVISORY AGREEMENT(1) The following is a summary of the evaluation of the investment advisory agreement between Alliance Capital Management L.P. (the "Adviser") and the Sanford C. Bernstein Fund, Inc. (the "Fund")(2), prepared by Philip L. Kirstein, the Senior Officer, for the independent directors of the Fund, as required by the Assurance of Discontinuance between the New York State Attorney General and the Adviser. The Senior Officer's evaluation of the investment advisory agreement is not meant to diminish the responsibility or authority of the Board of Directors to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the "40 Act") and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees which was provided to the independent directors in connection with their review of the proposed continuance of the investment advisory agreement. The Senior Officer's evaluation will consider the following factors: 1. Management fees charged to institutional and other clients of the Adviser for like services. 2. Management fees charged by other mutual fund companies for like services. 3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreements, excluding any intra-corporate profit. 4. Profit margins of the Adviser and its affiliates from supplying such services. 5. Possible economies of scale as the Fund grows larger. 6. Nature and quality of the Adviser's services including the performance of the Fund. FUNDS ADVISORY FEES AND EXPENSE RATIOS The table below describes the Portfolios' advisory fees pursuant to the Investment Advisory Agreement. The fees below reflect the additional breakpoints proposed by the Adviser at the Board of Directors meeting on September 28, 2005. ADVISORY FEE BASED ON % OF PORTFOLIO AVERAGE DAILY NET ASSETS ----------------------------------------------------------------------------------------------------------------- Tax-Managed International Portfolio First $1 billion 1.00% Next $3 billion 0.90% Next $2 billion 0.85% Next $2 billion 0.75% Excess of $8 billion 0.65% International Portfolio First $1 billion 1.00% Next $3 billion 0.90% Next $2 billion 0.85% Next $2 billion 0.75% Excess of $8 billion 0.65% Emerging Markets Portfolio First $1 billion 1.250% Next $1 billion 1.125% Next $1 billion 1.000% Excess of $3 billion 0.900% (1) It should be noted that the information in the fee summary was completed on October 17, 2005 in accordance with the Assurance of Discontinuance between the New York State Attorney General and the Adviser. It also should be noted that references in the fee summary pertaining to performance and expense ratios refer to the Advisor Class shares of the Fund. In addition, because the Fund's September 30, 2005 annual financial statements had not yet been finalized, references to "most recently completed fiscal year" or "most recent fiscal year" in this report refer to the Fund's fiscal year end as of September 30, 2004. (2) The Fund includes the Sanford C. Bernstein Tax-Managed International Portfolio, Sanford C. Bernstein International Portfolio, Sanford C. Bernstein Emerging Markets Portfolio, Sanford C. Bernstein U.S. Government Short Duration Portfolio, Sanford C. Bernstein Short Duration Plus Portfolio, Sanford C. Bernstein Intermediate Duration Portfolio, Sanford C. Bernstein Short Duration California Municipal Portfolio, Sanford C. Bernstein Short Duration Diversified Municipal Portfolio, Sanford C. Bernstein Short Duration New York Municipal Portfolio, Sanford C. Bernstein California Municipal Portfolio, Sanford C. Bernstein Diversified Municipal Portfolio, Sanford C. Bernstein New York Municipal Portfolio (each a "Portfolio" and collectively the "Portfolios"). Future references to the various Portfolios in this report do not include "Sanford C. Bernstein." - -------------------------------------------------------------------------------- 86 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- ADVISORY FEE BASED ON % OF PORTFOLIO AVERAGE DAILY NET ASSETS ----------------------------------------------------------------------------------------------------------------- U.S. Government Short Duration Portfolio First $250 million 0.50% Next $500 million 0.45% Excess of $750 million 0.40% Short Duration Plus Portfolio First $250 million 0.50% Next $500 million 0.45% Excess of $750 million 0.40% Intermediate Duration Portfolio First $1 billion 0.50% Next $2 billion 0.45% Next $2 billion 0.40% Excess of $5 billion 0.35% Short Duration California Municipal Portfolio First $250 million 0.50% Next $500 million 0.45% Excess of $750 million 0.40% Short Duration Diversified Municipal Portfolio First $250 million 0.50% Next $500 million 0.45% Excess of $750 million 0.40% Short Duration New York Municipal Portfolio First $250 million 0.50% Next $500 million 0.45% Excess of $750 million 0.40% California Municipal Portfolio First $1 billion 0.50% Next $2 billion 0.45% Next $2 billion 0.40% Excess of $5 billion 0.35% Diversified Municipal Portfolio First $1 billion 0.50% Next $2 billion 0.45% Next $2 billion 0.40% Excess of $5 billion 0.35% New York Municipal Portfolio First $1 billion 0.50% Next $2 billion 0.45% Next $2 billion 0.40% Excess of $5 billion 0.35% The table below shows the Portfolios' expense ratios calculated from the beginning of the Portfolios' current fiscal year, October 1, 2004 through June 30, 2005. PORTFOLIO EXPENSE RATIO ----------------------------------------------------------------------------------------------------------------- Tax-Managed International Portfolio Advisor 1.22% Class A 1.54% Class B 2.24% Class C 2.25% - -------------------------------------------------------------------------------- 2006 Semiannual Report 87 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) PORTFOLIO EXPENSE RATIO -------------------------------------------------------------------------------------------------- International Portfolio Advisor 1.26% Class A 1.59% Class B 2.29% Class C 2.29% Emerging Markets Portfolio Advisor 1.67% U.S. Government Short Duration Portfolio Advisor 0.77% Short Duration Plus Portfolio Advisor 0.66% Class A 1.00% Class B 1.70% Class C 1.70% Intermediate Duration Portfolio Advisor 0.60% Short Duration California Municipal Portfolio Advisor 0.79% Short Duration Diversified Municipal Portfolio Advisor 0.70% Short Duration New York Municipal Portfolio Advisor 0.74% California Municipal Portfolio Advisor 0.64% Class A 0.88% Class B 1.58% Class C 1.58% Diversified Municipal Portfolio Advisor 0.61% Class A 0.86% Class B 1.56% Class C 1.56% New York Municipal Portfolio Advisor 0.63% Class A 0.89% Class B 1.59% Class C 1.59% I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS The management fees charged to investment companies which the Adviser manages and sponsors is normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Fund that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Fund's third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Fund are more costly than those for institutional assets due to the greater complexities and time required for investment companies. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if a Portfolio is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a Portfolio with positive cash flow may be easier at times than managing a stable pool - -------------------------------------------------------------------------------- 88 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry. Notwithstanding the Adviser's view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Portfolios. NET ASSETS ALLIANCE INSTITUTIONAL PORTFOLIO 08/31/05 ($MIL) FEE SCHEDULE ----------------------------------------------------------------------------------------------------------- Tax-Managed International Portfolio $5,828.3 International Style Blend 80 bp on 1st $25 million International Portfolio $2,718.6 65 bp on next $25 million 55 bp on next $50 million 45 bp on next $100 million 40 bp on the balance Minimum account size: $50 million Emerging Markets Portfolio $1,747.4 Emerging Markets Style Blend 100 bp on 1st $50 million 80 bp on the balance Minimum account size: $50 million U.S. Government Short Duration Portfolio $86.9 Low Duration 40 bp on 1st $20 million 25 bp on next $80 million Short Duration Plus Portfolio $505.2 20 bp on next $100 million 15 bp on the balance Minimum account size: $20 million Intermediate Duration Portfolio $3,369.8 U.S. Core Plus 40 bp on 1st $20 million 25 bp on next $80 million 20 bp on next $100 million 15 bp on the balance Minimum account size: $20 million Short Duration California $63.0 Short Duration Municipal Municipal Portfolio 30 bp on 1st $20 million 20 bp on next $80 million Short Duration Diversified $256.7 15 bp on next $150 million Municipal Portfolio 12.5 bp on next $250 million 10 bp on the balance Short Duration New York Municipal Portfolio $124.0 Minimum account size: $5 million California Municipal Portfolio $1,063.5 Intermediate Duration Municipal Diversified Municipal Portfolio $3,183.7 50 bp on 1st $5 million 37.5 bp on next $15 million New York Municipal Portfolio $1,400.4 25 bp on next $80 million 18.75 bp on the balance Minimum account size: $3 million - -------------------------------------------------------------------------------- 2006 Semiannual Report 89 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) The Adviser manages the AllianceBernstein Mutual Funds, which are open-end investment companies. The advisory schedule of these funds, implemented in January 2004 as a result of the Assurance of Discontinuance between the New York State Attorney General and the Adviser, contemplates eight categories of the AllianceBernstein Mutual Funds with all AllianceBernstein funds in each category having the same advisory fee schedule. The Adviser charges the following fees for these funds: CATEGORY ADVISORY FEE -------------------------------------------------------------------------- Growth 75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance Value 55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance Balanced 55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance Blend 65 bp on 1st $2.5 billion 55 bp on next $2.5 billion 50 bp on the balance International 75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance Specialty 75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance High Income 50 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance Low Risk Income 45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance - -------------------------------------------------------------------------------- 90 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Set forth below are what would have been the Portfolios' effective advisory fees at current net asset levels had the AllianceBernstein fee schedules been applied to the Portfolios as well as the contractual management fees of the Portfolios(3). In this regard, since there is no AllianceBernstein Emerging Markets category for the Emerging Markets Portfolio, the Specialty/International category fee schedule is applied to the Emerging Markets Portfolio. ALLIANCEBERNSTEIN FUND EFFECTIVE PORTFOLIO EFFECTIVE ADVISORY FEE (%) ADVISORY FEE (%) ------------------------------------------------------------------------------------------------ Tax-Managed International Portfolio 0.686 0.906 International Portfolio 0.742 0.940 Emerging Markets Portfolio 0.750 1.204 U.S. Government Short Duration Portfolio 0.450 0.500 Short Duration Plus Portfolio 0.450 0.479 Intermediate Duration Portfolio 0.437 0.481 Short Duration California Municipal Portfolio 0.450 0.500 Short Duration Diversified Municipal Portfolio 0.450 0.500 Short Duration New York Municipal Portfolio 0.450 0.500 California Municipal Portfolio 0.450 0.498 Diversified Municipal Portfolio 0.439 0.465 New York Municipal Portfolio 0.450 0.486 In all cases, the Portfolios' effective advisory fees are higher than what they would have been had the AllianceBernstein advisory fee schedules been applied to the Portfolios(4). The services the Adviser provides to the Portfolios are not substantially different from the investment services it provides to the other investment companies it manages. From the schedule alone, it is clear that the proposed advisory fees to be charged to the Portfolios are generally higher than the advisory fees charged by the Adviser to other investment companies which it manages. The Adviser also manages and sponsors retail mutual funds which are organized in jurisdictions outside the United States, generally Luxembourg, and sold to non-United States resident investors. The Adviser charges the following fees for these funds: ASSET CLASS FEE(5) -------------------------------------------------------------------------- Emerging Markets Value 0.98% Emerging Markets Growth 1.00% Global Growth 1.00% Fixed Income 0.65% (3) The contractual effective management fees shown were provided by Lipper. See footnote 8 for additional discussion. (4) However, at certain asset levels, because the Short Duration Portfolios (Short Duration Plus Portfolio, Short Duration California Municipal Portfolio, Short Duration Diversified Municipal Portfolio and Short Duration New York Municipal Portfolio) reach their breakpoints at lower asset levels than mandates with the AllianceBernstein fee schedule, the effective advisory fee for the Short Duration Portfolios is lower at certain asset levels than the corresponding AllianceBernstein fund. (5) The fees charged to the funds include a 0.10% fee for administrative services provided by the Adviser or its affiliates. - -------------------------------------------------------------------------------- 2006 Semiannual Report 91 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) The offshore Global Wealth Strategies funds have an "all-in" fee which includes the investment advisory fee and distribution related fees. None of these off-shore funds have breakpoints in the advisory fee schedule. The "all-in" fee schedule for the Class A shares of these funds are: FUND FEE ------------------------------------------------------------------------- Global Equity Blend 1.70% Global Balanced 1.50% Global Conservative 1.25% The Adviser provides sub-advisory investment services to certain other investment companies managed by other fund families whose investment styles are similar to the Portfolios. Set forth below are the different fee schedules that the Adviser has in place with the various sub-advisory relationships. PORTFOLIO FEE SCHEDULE --------------------------------------------------------------------------------- International Portfolio 0.65% on first $75 million 0.50% on next $25 million 0.40% on next $200 million 0.35% on next $450 million 0.30% on the balance International Portfolio6 0.60% on the first $1 billion 0.55% on the next $500 million 0.50% on the next $500 million 0.45% on the next $500 million 0.40% on the balance International Portfolio 0.50% on the first $50 million 0.40% on the balance International Portfolio 0.50% International Portfolio 0.30% International Portfolio Base fee of 0.22% on the first $1 billion 0.18% on next $1.5 billion 0.16% thereafter Plus Performance Fee(7) Emerging Markets Portfolio 0.90% U.S. Government Short Duration Portfolio(6) 0.30% on the first $500 million 0.25% on the next $500 million 0.20% on the next $500 million 0.15% on the next $1.5 billion 0.12% on the balance (6) This is the fee schedule of a fund managed by an affiliate of the Adviser. (7) The additional performance fee is calculated by multiplying the Base Fee during the period by an adjustment factor that considers the excess performance of the fund over its benchmark, the Morgan Stanley Capital International All World Index Excluding US (ACWI ex US) over a 60 month rolling period. The fund's annualized effective advisory fee rate over the most recent four quarterly payments, including base fee plus performance fee, is 0.23%. - -------------------------------------------------------------------------------- 92 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arms-length bargaining or negotiations. II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES Lipper, Inc., an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolios with fees charged to other investment companies for similar services by other investment advisers. Lipper's analysis included the Portfolios' ranking with respect to the proposed management fees relative to the Lipper group medians at the approximate current asset levels of the Portfolios(8). It should be noted that at the request of the Senior Officer and Adviser, to obtain an expense group with a sufficient number of similar sized funds, front-end load, no-load and institutional funds were considered for inclusion in Lipper's Expense Group(9). EFFECTIVE LIPPER MANAGEMENT GROUP PORTFOLIO FEE (%) MEDIAN (%) RANK ---------------------------------------------------------------------------------------- Tax-Managed International Portfolio 0.906 0.879 9/15 International Portfolio 0.940 0.900 9/15 Emerging Markets Portfolio 1.204 1.110 6/10 U.S. Government Short Duration Portfolio 0.500 0.483 10/17 Short Duration Plus Portfolio 0.479 0.479 8/15 Intermediate Duration Portfolio 0.481 0.461 7/13 Short Duration California Municipal Portfolio(10) 0.500 0.562 4/10 Short Duration Diversified Municipal Portfolio 0.500 0.482 7/10 Short Duration New York Municipal Portfolio 0.500 0.483 7/11 California Municipal Portfolio(11) 0.498 0.596 4/15 Diversified Municipal Portfolio(12) 0.465 0.452 7/12 New York Municipal Portfolio 0.486 0.500 4/9 (8) The "effective management fee" is calculated by Lipper using the Portfolio's contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper's total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of "1" means that the Portfolio has the lowest effective fee rate in the Lipper peer group. (9) Lipper's methodology uses the following criteria in screening funds to be included in each Portfolio's expense group: fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. An expense group will typically consist of seven to twenty funds. (10) The Portfolio's Lipper Expense Group includes seven other California short-intermediate municipal debt funds and two "other states" short-intermediate municipal debt funds as classified by Lipper. Without the "other states" short-intermediate municipal debt funds, the Lipper Expense Group would have had an effective management fee median of 0.563 and the Portfolio would have an effective management fee ranking of 4/8. (11) The Portfolio's Lipper Expense Group includes five other California intermediate municipal debt funds and nine "other states" intermediate municipal debt funds as classified by Lipper. Without the "other states" intermediate municipal debt funds, the Lipper Expense Group would have had an effective management fee median of 0.498 and the Portfolio would have an effective management fee ranking of 3/6. (12) The Portfolio's Lipper Expense Group includes 9 other intermediate municipal debt funds and two short-intermediate municipal debt funds as classified by Lipper. Without the two short-intermediate municipal debt funds, the Lipper Expense Group would have had an effective management fee median of 0.481 and the Portfolio would have an effective management fee ranking of 4/10. - -------------------------------------------------------------------------------- 2006 Semiannual Report 93 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) Lipper also analyzed the expense ratios of each Portfolio in comparison to its Lipper Expense Group and Lipper Expense Universe13. Lipper describes a Lipper Expense Group as a representative sample of comparable funds and a Lipper Expense Universe as a broader group, consisting of all funds in the same investment classification/objective with a similar load type as the subject Portfolio. The results of that analysis are set forth below: EXPENSE LIPPER LIPPER LIPPER LIPPER RATIO(14) UNIVERSE UNIVERSE GROUP GROUP PORTFOLIO (%) MEDIAN (%) RANK MEDIAN (%) RANK -------------------------------------------------------------------------------------------------------------- Tax-Managed International Portfolio 1.245 1.612 47/219 1.205 9/15 International Portfolio 1.280 1.612 56/219 1.205 9/15 Emerging Markets Portfolio 1.720 1.998 48/156 1.475 9/10 U.S. Government Short Duration Portfolio 0.781 0.808 30/72 0.781 9/17 Short Duration Plus Portfolio 0.683 0.871 58/190 0.804 6/15 Intermediate Duration Portfolio 0.613 0.900 76/395 0.615 6/13 Short Duration California Municipal Portfolio(15) 0.781 0.753 13/23 0.734 6/10 Short Duration Diversified Municipal Portfolio 0.691 0.735 26/61 0.646 6/10 Short Duration New York Municipal Portfolio 0.735 0.741 29/60 0.747 5/11 California Municipal Portfolio(16) 0.645 0.894 34/230 0.766 2/15 Diversified Municipal Portfolio(17) 0.611 0.835 39/180 0.706 4/12 New York Municipal Portfolio(18) 0.636 0.954 4/38 0.735 2/10 Based on this analysis, except for Emerging Markets Portfolio and Short Duration California Municipal Portfolio, which have a more favorable ranking for management fees compared to total expense ratio, and Tax-Managed International Portfolio and International Portfolio which have equally favorable rankings, the Portfolios have a more favorable ranking on total expense ratio basis than they do on a management fee basis. III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT Members of the Adviser's Controller's Office presented to the Board of Directors the Adviser's revenue and expenses associated with providing services to the Portfolios. The presentation included an update on the Adviser's work with an independent consultant to align the Adviser's two profitability systems. The alignment, which now is complete, produces profitability information at the Portfolio level which reflects the Adviser's management reporting approach. See discussion below in Section IV. (13) Except for asset (size) comparability and load type, Lipper uses the same criteria for selecting an Expense Group when selecting an Expense Universe. Unlike an Expense Group, an Expense Universe allows for the same adviser to be represented by more than just one fund. For each Lipper Expense Universe Lipper included each Portfolio and all of the funds of the same Lipper Classification/Objective, regardless of asset size or primary channel of distribution. (14) Most recent fiscal year end Advisor Class share expense ratios. (15) The Portfolio's Lipper Expense Group includes seven other California short-intermediate municipal debt funds and two "other states" short-intermediate municipal debt funds as classified by Lipper. Without the "other states" short-intermediate municipal debt funds, the Lipper Expense Group would have had a total expense ratio median of 0.695 and the Portfolio would have a total expense ratio ranking of 5/8. (16) The Portfolio's Lipper Expense Group includes five other California intermediate municipal debt funds and nine "other states" intermediate municipal debt funds as classified by Lipper. Without the "other states" intermediate municipal debt funds, the Lipper Expense Group would have had a total expense ratio median of 0.712 and the Portfolio would have a total expense ratio ranking of 2/6. (17) The Portfolio's Lipper Expense Group includes 9 other intermediate municipal debt funds and two short-intermediate municipal debt funds as classified by Lipper. Without the two short-intermediate municipal debt funds, the Lipper Expense Group would have had a total expense ratio median of 0.676 and the Portfolio would have a total expense ratio ranking of 4/10. (18) The number of funds used in Lipper's group ranking for management fees is one less than the number of funds used in Lipper's group ranking for total expenses. According to Lipper, the excluded fund's contractual management fee cannot be computed because of its breakpoint gross income component. - -------------------------------------------------------------------------------- 94 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES The profitability information for the Portfolios prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer. Based on the information provided, except for the Short-Term Municipal Income Portfolios, the Adviser's profitability from providing investment advisory services to the Portfolios decreased during calendar 2004 relative to 2003. The Portfolios have a Shareholder Servicing Agreement with the Adviser where the Adviser pays expenses it incurs in providing shareholder servicing to the Portfolios. Under the Shareholder Servicing Agreement, except for Tax-Managed International Portfolio, International Portfolio and Emerging Markets Portfolio, which pays 0.25%, the Portfolios pay the Adviser 0.10% of the Portfolio's daily average net assets. Set forth below are the fees paid by the Portfolios under the Shareholder Servicing Agreement in the Portfolios most recently completed fiscal year. SHAREHOLDER SERVING PORTFOLIO AGREEMENT FEE -------------------------------------------------------------------------- Tax-Managed International Portfolio $10,517,391 International Portfolio $ 5,113,991 Emerging Markets Portfolio $ 2,877,256 U.S. Government Short Duration Portfolio $ 101,774 Short Duration Plus Portfolio $ 411,043 Intermediate Duration Portfolio $ 2,612,933 Short Duration California Municipal Portfolio $ 77,177 Short Duration Diversified Municipal Portfolio $ 240,126 Short Duration New York Municipal Portfolio $ 123,457 California Municipal Portfolio $ 752,374 Diversified Municipal Portfolio $ 2,261,248 New York Municipal Portfolio $ 1,055,386 In addition to the Adviser's direct profits from managing the Fund, certain of the Adviser's affiliates have business relationships with the Fund and may earn a profit from providing other services to the Fund. The courts have referred to this type of business opportunity as "fall-out benefits" to the Adviser and indicated that they should be factored into the evaluation of the total relationship between the Fund and the Adviser. Neither case law nor common business practice precludes the Adviser's affiliates from earning a reasonable profit on this type of relationship. These affiliates provide transfer agent, distribution, and brokerage related services to the Fund and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges ("CDSC") and commissions for providing brokerage services. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur. Additional information regarding the distribution related fees of the Retail Classes can be found in Retail Class prospectuses of the Portfolios. The Adviser's affiliate, AllianceBernstein Investment Research and Management, Inc. ("ABIRM"), is the Portfolios' principal underwriter. ABIRM and the Adviser have disclosed in the prospectuses of the Retail Class shares that they may make payments(19) from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolios. In 2004, ABIRM paid approximately 0.04% of the average monthly assets of the Retail Classes of the mutual funds it manages for distribution services and educational support. For 2005, it is anticipated, ABIRM will pay approximately 0.04% of the average monthly assets of the Retail Classes of the Portfolios for such purposes. (19) The total amount paid to the financial intermediary in connection with the sale of shares will generally not exceed the sum of (a) 0.25% of the current year's Fund sales by that firm and (b) 0.10% of the average daily net assets attributable to that firm over the year. - -------------------------------------------------------------------------------- 2006 Semiannual Report 95 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) After payments to third party intermediaries, ABIRM retained the following amounts in Class A front-end load sales charges from sales associated with each Portfolio's most recent fiscal year. PORTFOLIO(20) AMOUNT RECEIVED ------------------------------------------------------------------------- Tax-Managed International Portfolio $ 2,693 International Portfolio $ 1,530 Short Duration Plus Portfolio $17,025 California Municipal Portfolio $ 5,418 Diversified Municipal Portfolio $18,508 New York Municipal Portfolio $ 9,701 ABIRM received the amounts set forth below in Rule 12b-1 fees and CDSC for each of the following Portfolios during the most recent fiscal year. PORTFOLIO 12B-1 FEE RECEIVED CDSC RECEIVED -------------------------------------------------------------------------- Tax-Managed International Portfolio $ 957 $ 8,330 International Portfolio $ 24,010 $ 282 Short Duration Plus Portfolio $1,002,662 $ 196,528 California Municipal Portfolio $ 933,919 $ 125,577 Diversified Municipal Portfolio $2,462,472 $ 359,297 New York Municipal Portfolio $1,414,168 $ 185,125 Fees and reimbursements for out of pocket expenses charged by Alliance Global Investor Services, Inc. ("AGIS"), the affiliated transfer agent, are based on the level of the network account and the class of share held by the account. AGIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. AGIS' after-tax profitability decreased in 2004 in comparison to 2003. Certain of the Portfolios effected brokerage transactions through the Adviser's affiliate, Sanford C. Bernstein & Co. LLC ("SCB"), and paid commissions during the Fund's recent fiscal year. The Adviser represented that SCB's profitability from business conducted with these Portfolios is comparable to the profitability of SCB's dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks ("ECNs") derived from trading for its clients, including the Portfolios. These credits and charges are not being passed on to any SCB client. V. POSSIBLE ECONOMIES OF SCALE The Adviser has indicated that the breakpoints in the fee schedule in the Investment Advisory Agreement reflect a sharing of economies of scale to the extent the breakpoints are reached. Based on some of the professional literature that has considered economies of scale in the mutual fund industry it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment (20) There are no Retail Class shares (A, B, C and R) for Emerging Markets Portfolio, U.S. Government Short Duration Portfolio, Intermediate Duration Portfolio, Short Duration California Municipal Portfolio, Short Duration Diversified Municipal Portfolio and Short Duration New York Municipal Portfolio. - -------------------------------------------------------------------------------- 96 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- company has increased over time, and advisory firms have made such investments in their business to provide improved services, there may be a sharing of economies of scale without a reduction in advisory fees. An independent consultant made a presentation to the Board of Directors and the Senior Officer regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders. It is contemplated that additional work will be performed to determine if the benefits of economies of scale or scope are being passed to shareholders by the Adviser. In the meantime, it is clear that to the extent that a Portfolio's assets exceed the initial breakpoint its shareholders benefit from a lower fee rate. VI. NATURE AND QUALITY OF THE ADVISER'S SERVICES INCLUDING THE PERFORMANCE OF THE FUND With assets under management of $516 billion as of June 30, 2005, the Adviser has the investment experience to manage and provide non-investment services (described in Section II) to the Fund. The information prepared by Lipper showed the 1, 3, 5 and 10 year performance ranking of the Portfolios21 as of June 30, 2005 relative to its Lipper Performance Group22 and Lipper Performance Universe23. It should be noted that the duration of the fixed income Portfolios is shorter than the implied duration of the Portfolios' peer category. For example, the Intermediate Duration Portfolios have a 5 year average maturity, which generally translates to a duration of about 4 years, while the peer category is typically defined as having a maturity of anywhere from 5 to 10 years. The Short Duration TAX-MANAGED INTERNATIONAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 10/15 177/275 3 year 9/15 78/221 5 year 7/12 33/163 10 year 4/7 13/54 INTERNATIONAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 10/15 174/275 3 year 8/15 66/221 5 year 7/12 30/163 EMERGING MARKETS PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 1/10 2/183 3 year 1/10 4/159 5 year 1/9 6/114 U.S. GOVERNMENT SHORT DURATION PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 9/17 48/82 3 year 9/16 36/74 5 year 9/15 35/65 10 year 7/11 41/50 SHORT DURATION PLUS PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 11/14 161/206 3 year 5/12 77/134 5 year 5/12 66/104 10 year 5/11 32/58 (21) The performance rankings are for the Advisor Class shares of the Portfolios. (22) The Lipper Performance Group is identical to the Lipper Expense Group. (23) For each Lipper Performance Universe, Lipper included each Portfolio and all of the funds of the same Lipper Classification/Objective, regardless of asset size or primary channel of distribution. - -------------------------------------------------------------------------------- 2006 Semiannual Report 97 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) INTERMEDIATE DURATION PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 7/13 261/445 3 year 7/13 167/387 5 year 11/12 234/273 10 year 6/9 113/135 SHORT DURATION CALIFORNIA MUNICIPAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 8/8 17/17 3 year 8/8 12/12 5 year 8/8 12/12 10 year 6/6 7/7 SHORT DURATION DIVERSIFIED MUNICIPAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 8/10 42/64 3 year 6/8 30/45 5 year 5/6 24/35 10 year 4/5 17/25 SHORT DURATION NEW YORK MUNICIPAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 7/11 35/64 3 year 6/8 26/45 5 year 5/6 25/35 10 year 4/5 18/25 CALIFORNIA MUNICIPAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 5/6 29/45 3 year 5/6 23/35 5 year 6/6 29/29 10 year 6/6 14/14 DIVERSIFIED MUNICIPAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 9/10 117/150 3 year 8/9 104/125 5 year 8/9 93/95 10 year 7/9 61/69 NEW YORK MUNICIPAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 9/10 27/37 3 year 9/10 20/27 5 year 10/10 17/18 10 year 7/7 13/14 (24) The performance returns are for the Advisor Class shares of the Portfolios. (25) The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2005 in order to maintain consistency with Lipper's performance rankings in the analysis. - -------------------------------------------------------------------------------- 98 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Portfolios have a duration of 2 years while the short-term category includes funds with a duration of up to 5 years. These differences may have a substantial impact on the performance of the Portfolios depending on the movement of short and long term interest rates. Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolios (in bold) (24) versus its benchmarks(25) PERIODS ENDING JUNE 30, 2005 ANNUALIZED PERFORMANCE --------------------------------------------------------------------------------------------------------------------------- FUNDS 1 YEAR 3 YEAR 5 YEAR 10 YEAR SINCE INCEPTION --------------------------------------------------------------------------------------------------------------------------- Tax Managed International Portfolio 12.30 11.53 3.93 8.91 8.95 MSCI EAFE 14.13 12.51 -0.17 5.57 7.24 International Portfolio 12.28 11.89 4.16 n/a 5.30 MSCI EAFE 14.13 12.51 -0.17 n/a 2.26 Emerging Markets Portfolio 47.92 34.44 16.40 n/a 7.79 MSCI Emerging Markets 34.89 24.42 7.68 n/a 4.73 U.S. Government Short Duration Portfolio 1.84 2.09 4.13 4.54 5.53 Merrill Lynch 1-3 Yr. Treasury Index 1.87 2.33 4.49 5.12 6.17 Short Duration Plus Portfolio 1.95 2.55 4.32 4.83 5.85 Merrill Lynch 1-3 Yr. Treasury Index 1.87 2.33 4.49 5.12 6.19 Intermediate Duration Portfolio 6.47 5.86 6.30 5.94 7.27 Lehman Brothers Aggregate Bond Index 6.80 5.76 7.40 6.83 7.97 Short Duration California Municipal Portfolio 1.33 1.38 2.52 3.08 3.26 Lehman Brothers 1 Yr. Municipal Index 1.51 1.72 3.20 3.79 3.93 Short Duration Diversified Municipal Portfolio 1.66 1.64 3.00 3.36 3.55 Lehman Brothers 1 Yr. Municipal Index 1.51 1.72 3.20 3.79 3.93 Short Duration New York Portfolio 1.84 1.65 2.79 3.17 3.34 Lehman Brothers 1 Yr. Municipal Index 1.51 1.72 3.20 3.79 3.93 California Municipal Portfolio 4.63 3.46 4.57 4.70 5.40 Lehman Brothers 5 Yr. G/O Index 4.49 4.02 5.53 5.27 5.97 Diversified Municipal Portfolio 4.50 3.66 4.97 4.84 5.60 Lehman Brothers 5 Yr. G/O Index 4.49 4.02 5.53 5.27 6.05 New York Municipal Portfolio 4.81 3.79 4.92 4.82 5.64 Lehman Brothers 5 Yr. G/O Index 4.49 4.02 5.53 5.27 6.05 Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolios (in bold)24 versus its benchmarks25. VII. CONCLUSION Based on the factors discussed above my conclusion is that the proposed fee for each of the fixed income Portfolios is reasonable and within the range of what would have been negotiated at arms-length in light of all the surrounding circumstances. This conclusion in respect of each Portfolio is based on my evaluation of all of the factors that I considered and no single factor was dispositive. With respect to the International, Tax-Managed International and Emerging Markets Portfolios, I recommend the directors modify the advisory fee schedule for these Portfolios. Although the performances of the equity Portfolios are more than adequate relative to the Lipper comparisons and the benchmarks, and most notably in the case of the Emerging Markets Portfolio, where it is quite exceptional, the effective advisory fees of the Portfolios are higher than the Lipper Group Medians. Furthermore, the effective advisory fees are higher than what the effective advisory fees would have been had the AllianceBernstein advisory fee schedules been applied to the Portfolios. The Directors may want to consider reaching a lower effective advisory fee by a variety of ways including: combining some or all of the Portfolios for purposes of calculating the advisory fee, reducing the initial rate of the advisory fee, reducing the asset levels to reach subsequent breakpoints or adding additional breakpoints at assets levels that the Portfolio (or Portfolios on a combined basis) have reached. Dated: November 29, 2005 (24) The performance returns are for the Advisor Class shares of the Portfolios. (25) The Adviser provided Portfolio and benchmark performance return information for periods through June 30, 2005 in order to maintain consistency with Lipper's performance rankings in the analysis. - -------------------------------------------------------------------------------- 2006 Semiannual Report 99 - -------------------------------------------------------------------------------- Results of Shareholders Meeting Unaudited The Annual Meeting of Stockholders of Sanford C. Bernstein Fund II (the "Fund") was held on December 6, 2005. The Meeting was originally scheduled to be held on November 15, 2005, however an insufficient number of votes had been received as of November 15, 2005 to constitute a quorum and the Meeting was therefore adjourned until December 6, 2005 in order to permit for additional time for the solicitation of proxies. At the December 6, 2005 Meeting, with respect to the first item of business, the election of Directors, the second item of business, the amendment and restatement of the Fund's charter, and the third item of business, the amendment, elimination or reclassification as non-fundamental of certain investment restrictions, the required number of outstanding shares were voted in favor of each proposal, and the proposals were approved. A description of each proposal and number of shares voted at the Meetings are as follows (the proposal numbers shown below correspond to the proposal numbers in the Fund's proxy statement): 1. The election of the Directors, each such Director to serve a term of an indefinite duration and until his or her successor is duly elected and qualifies. WITHHELD VOTED FOR AUTHORITY -------------------------------------------------------------------------- Ruth Block 23,097,366 162,045 David H. Dievler 23,097,366 162,045 John H. Dobkin 23,097,366 162,045 Michael J. Downey 23,097,366 162,045 William H. Foulk, Jr. 23,097,366 162,045 D. James Guzy 23,097,366 162,045 Mark O. Mayer 23,097,366 162,045 Marshall C. Turner, Jr. 23,097,366 162,045 2. The amendment and restatement of the Charter. VOTED BROKER VOTED FOR AGAINST ABSTAINED NON-VOTES -------------------------------------------------------------- 23,097,366 0 162,045 0 3. The amendment, elimination, or reclassification as non-fundamental, of the fundamental investment restrictions regarding: VOTED BROKER VOTED FOR AGAINST ABSTAINED NON-VOTES -------------------------------------------------------------- 3.A Diversification 23,097,366 0 162,045 0 3.B Issuing Senior Securities and Borrowing Money 22,845,179 0 414,232 0 3.C Underwriting Securities 22,845,179 0 414,232 0 3.D Concentration of Investments 22,660,996 0 598,415 0 3.E Real Estate and Companies That Deal In Real Estate 23,097,366 0 162,045 0 3.F Commodity Contracts and Futures Contracts 22,913,183 0 346,228 0 3.G Loans 22,845,179 0 414,232 0 3.H Pledging, Hypothecating, Mortgaging, or Otherwise Encumbering Assets 23,097,366 0 162,045 0 3.K Other Investment Companies 21,750,479 1,346,887 162,045 0 - -------------------------------------------------------------------------------- 100 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. ================================================================================ BOARD OF DIRECTORS - -------------------------------------------------------------------------------- William H. Foulk, Jr.* Chairman Marc O. Mayer President Ruth Block* David H. Dievler* John H. Dobkin* Michael J. Downey* D. James Guzy* Marshall C. Turner, Jr.* ================================================================================ OFFICERS - -------------------------------------------------------------------------------- Philip L. Kirstein Senior Vice President and Independent Compliance Officer Shawn Keegan Vice President Joran Laird Vice President Alison M. Martier Vice President Jeffrey Phlegar Vice President Greg Wilensky Vice President Mark D. Gersten Treasurer and Chief Financial Officer Vincent S. Noto Controller Emilie D. Wrapp Secretary ================================================================================ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 300 Madison Avenue New York, New York 10017 ================================================================================ LEGAL COUNSEL - -------------------------------------------------------------------------------- Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 ================================================================================ CUSTODIAN AND TRANSFER AGENT - -------------------------------------------------------------------------------- State Street Bank and Trust Company One Lincoln Street Boston, Massachusetts 02111 ================================================================================ INVESTMENT ADVISER - -------------------------------------------------------------------------------- AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York 10105 * Member of the Audit Committee, the Independent Directors Committee and the Governance and Nominating Committee. - -------------------------------------------------------------------------------- 2006 Semiannual Report 101 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. Bernstein Intermediate Duration Institutional Portfolio Board's Consideration of Investment Management Arrangements The Fund's disinterested directors (the "directors") unanimously approved the continuance of the Advisory Agreement between the Fund and the Adviser at a meeting held on December 14, 2005. Bernstein Intermediate Duration Institutional Portfolio is the Fund's sole portfolio and is sometimes referred to as the "Fund" in this section. In preparation for the meeting, the directors had requested from the Adviser and evaluated extensive materials, including performance and expense information for other investment companies with similar investment objectives derived from data compiled by Lipper Inc. ("Lipper"), which is not affiliated with the Adviser. The directors also reviewed an independent evaluation from the Fund's Senior Officer (who is also the Fund's Independent Compliance Officer) of the reasonableness of the advisory fees in the Fund's Advisory Agreement (as contemplated by the September 2004 Assurance of Discontinuance between the Adviser and the New York Attorney General) wherein the Senior Officer concluded that such fees were reasonable. In addition, the directors received a presentation from the Adviser and had an opportunity to ask representatives of the Adviser various questions relevant to the proposed approval. The directors noted that the Senior Officer's evaluation considered the following factors: management fees charged to institutional and other clients of the Adviser for like services; management fees charged by other mutual fund companies for like services; cost to the Adviser and its affiliates of supplying services pursuant to the Advisory Agreement, excluding any intra-corporate profit; profit margins of the Adviser and its affiliates from supplying such services; possible economies of scale as the Fund grows larger; and nature and quality of the Adviser's services including the performance of the Fund. Prior to voting, the directors reviewed the proposed continuance of the Advisory Agreement with management and with experienced counsel who are independent of the Adviser and received a memorandum from such counsel discussing the legal standards for their consideration of the proposed continuance. The directors also discussed the proposed continuance in four private sessions at which only the directors, their independent counsel and the Fund's Independent Compliance Officer were present. In reaching their determinations relating to continuance of the Advisory Agreement, the directors considered all factors they believed relevant, including the following: 1. information comparing the performance of the Fund to other investment companies with similar investment objectives and to an index; 2. the nature, extent and quality of investment, compliance, administrative and other services rendered by the Adviser; 3. payments received by the Adviser from all sources in respect of the Fund and all investment companies in the AllianceBernstein Funds complex; 4. the costs borne by, and profitability of, the Adviser and its affiliates in providing services to the Fund and to all investment companies in the AllianceBernstein Funds complex; 5. comparative fee and expense data for the Fund and other investment companies with similar investment objectives; 6. the extent to which economies of scale would be realized to the extent the Fund grows and whether fee levels reflect these economies of scale for the benefit of investors; 7. the Adviser's policies and practices regarding allocation of portfolio transactions of the Fund; 8. portfolio turnover rates for the Fund compared to other investment companies with similar investment objectives; 9. fall-out benefits which the Adviser and its affiliates receive from their relationships with the Fund; 10. information about fees charged by the Adviser to other clients with a substantially similar investment style as the Fund; 11. the Senior Officer's evaluation of the reasonableness of the fee payable to the Adviser in the Advisory Agreement; 12. the professional experience and qualifications of the Fund's portfolio management team and other senior personnel of the Adviser; and 13. the terms of the Advisory Agreement. - -------------------------------------------------------------------------------- 102 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- The directors also considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser's integrity and competence they have gained from that experience and the Adviser's responsiveness to concerns raised by them in the past, including the Adviser's willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and the directors attributed different weights to the various factors. The directors determined that the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors' reaching their determinations to approve the continuance of the Advisory Agreement (including their determinations that the Adviser should continue to be the investment adviser for the Fund, and that the fees payable to the Adviser pursuant to the Advisory Agreement are appropriate) were separately discussed by the directors. Nature, extent and quality of services provided by the Adviser The directors noted that, under the Advisory Agreement, the Adviser, subject to the oversight of the directors, administers the Fund's business and other affairs. The Adviser manages the investment of the assets of the Fund, including making purchases and sales of portfolio securities consistent with the Fund's investment objective and policies. Under the Advisory Agreement, the Adviser also provides the Fund with such office space, administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Fund) and executive and other personnel as are necessary for the Fund's operations. The Adviser pays all of the compensation of directors of the Fund who are affiliated persons of the Adviser and of the officers of the Fund. The directors also considered that the Advisory Agreement for the Fund provides that the Fund will reimburse the Adviser for the cost of certain clerical, accounting, administrative and other services provided at the Fund's request by employees of the Adviser or its affiliates. Requests for these "at no more than cost" reimbursements are approved by the directors on a quarterly basis and (to the extent requested and paid) result in a higher rate of total compensation from the Fund to the Adviser than the fee rates stated in the Fund's Advisory Agreement. The directors noted that no reimbursements have been made to date by the Fund in light of the expense cap for the Fund. The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement and noted that the scope of services provided by advisers had expanded over time as a result of regulatory and other developments. The directors noted that, for example, the Adviser is responsible for maintaining and monitoring its own and, to varying degrees, the Fund's compliance programs, and that these compliance programs have recently been refined and enhanced in light of new regulatory requirements. The directors considered the quality of the in-house investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The quality of administrative and other services, including the Adviser's role in coordinating the activities of the Fund's other service providers, also were considered. The directors also considered the Adviser's response to recent regulatory compliance issues affecting a number of the investment companies in the AllianceBernstein Funds complex. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement. Costs of Services Provided and Profitability to the Adviser The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2003 and 2004. The directors also reviewed information in respect of 2004 that had been prepared with an updated expense allocation methodology. The directors noted that the updated expense allocation - -------------------------------------------------------------------------------- 2006 Semiannual Report 103 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. Bernstein Intermediate Duration Institutional Portfolio Board's Consideration of Investment Management Arrangements (continued) methodology would be used in 2005, and that it differed in various respects from the methodology used in prior years. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data, and noted the Adviser's representation to them that it believed that the methods of allocation used in preparing the profitability information were reasonable and appropriate and that the Adviser had previously discussed with the directors that there is no generally accepted allocation methodology for information of this type. The directors recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser's capital structure and cost of capital. In considering profitability information, the directors considered the effect of fall-out benefits on the Adviser's expenses. The directors focused on the profitability of the Adviser's relationship with the Fund before taxes and distribution expenses. The directors recognized that the Adviser should generally be entitled to earn a reasonable level of profits for the services it provides to the Fund and, based on their review, concluded that they were satisfied that the Adviser's level of profitability from its relationship with the Fund in calendar 2004 was not excessive. The directors noted that the Adviser's relationship with the Fund in calendar 2003 was not profitable to it. Fall-Out Benefits The directors considered that the Adviser benefits from soft dollar arrangements whereby it receives brokerage and research services from many of the brokers and dealers that execute purchases and sales of securities on behalf of its clients on an agency basis. The directors noted that since the Fund does not engage in brokerage transactions, the Adviser does not receive soft dollar benefits in respect of portfolio transactions of the Fund. The directors also noted that shares of the Fund are distributed exclusively through a subsidiary of the Adviser, and that such subsidiary receives fees from its clients in connection with its services. The directors recognized that the Adviser's profitability would be somewhat lower if the Adviser's subsidiary did not receive the benefits described above. The directors understood that the Adviser might derive reputational and other benefits from its association with the Fund. Investment Results In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed comparative performance information for the Fund at each regular Board meeting during the year. At the meeting, the directors reviewed information from a report prepared by Lipper showing performance of the Fund as compared to a group of 15 funds in its Lipper category selected by Lipper (the "Performance Group") and as compared to a universe of 73 to 149 funds (depending on the year) in its Lipper category selected by Lipper (the "Performance Universe") for periods ended September 30, 2005 over the 1- and 3-year periods, and as compared to the Lehman Brothers Aggregate Bond Index (the "Index") for periods ended September 30, 2005 over the year to date ("YTD"), 1- and 3-year and since inception periods (May 2002 inception). The directors noted that in the Performance Group comparison the Fund was in the 2nd quintile in the 1-year period and 3rd quintile in the 3-year period, and in the Performance Universe comparison the Fund was in the 1st quintile in the 1-year period and 2nd quintile in the 3-year period. The comparative information showed that the Fund outperformed the Index in the YTD, 1- and 3-year periods and underperformed the Index in the since inception period. Based on their review, the directors concluded that the Fund's relative performance over time was satisfactory. Advisory Fees and Other Expenses The directors considered the advisory fee rate paid by the Fund to the Adviser and information prepared by Lipper concerning fee rates paid by other funds in the same Lipper category as the Fund at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. - -------------------------------------------------------------------------------- 104 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- The directors also considered the fees the Adviser charges other clients with investment objectives similar to those of the Fund. For this purpose, they reviewed information in the Adviser's Form ADV and a chart prepared by the Adviser disclosing the institutional fee schedule for institutional products offered by it that have a substantially similar investment style as the Fund. They also received an oral presentation from the Adviser that supplemented such information. The directors noted that the institutional fee schedule for clients with a comparable investment style to the Fund had much lower breakpoints than the fee schedule in the Fund's Advisory Agreement. The directors also noted that the application of such fee schedule to the level of assets of the Fund would result in a fee rate that would be significantly lower than that in the Fund's Advisory Agreement. The directors noted that the Adviser may, in some cases, negotiate fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such negotiated arrangements. The Adviser reviewed with the directors the significant differences in the scope of services it provides to institutional clients and to the Fund. For example, the Advisory Agreement requires the Adviser to provide, in addition to investment advice, office facilities and officers (including officers to provide required certifications). The Adviser also coordinates the provision of services to the Fund by non-affiliated service providers and is responsible for the compensation of the Fund's Independent Compliance Officer and certain related expenses. The provision of these non-advisory services involves costs and exposure to liability. The Adviser explained that many of these services normally are not provided to non-investment company clients and that fees charged to the Fund reflect the costs and risks of the additional obligations. The Adviser also noted that since the Fund is constantly issuing and redeeming its shares, it is more difficult to manage than an institutional account, where the assets are relatively stable. In light of these facts, the directors did not place significant weight on these fee comparisons. The directors also considered the total expense ratio of the Fund in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of comparable funds and an Expense Universe as a broader group, consisting of all funds in the Fund's investment classification/objective with a similar load type as the Fund. The expense ratio of the Fund was based on the Fund's latest fiscal year expense ratio. The expense ratio of the Fund reflected fee waivers and/or expense reimbursements as a result of an applicable expense limitation undertaking by the Adviser. The directors recognized that the expense ratio information for the Fund potentially reflected on the Adviser's provision of services, as the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the expense ratios of some funds in the Fund's Lipper category also were lowered by waivers or reimbursements by those funds' investment advisers, which in some cases were voluntary and perhaps temporary. The information reviewed by the directors showed that the Fund's at current size contractual effective fee rate of 50 basis points was materially lower than the Expense Group median. The directors noted that to date the Adviser has not requested the reimbursement of administrative expenses pursuant to the Advisory Agreement in light of the expense cap in place for the Fund. The directors also noted that the Adviser advises another AllianceBernstein fund with a similar investment style as the Fund. The directors noted that the fee schedule for the other AllianceBernstein fund had lower breakpoints than the fee schedule in the Fund's Advisory Agreement. The directors also noted that application of such fee schedule to the level of assets of the Fund would result in a fee rate that would be the same as that in the Fund's Advisory Agreement. The directors further noted that the Fund's total expense ratio, which benefits from a cap implemented by the Adviser at a rate that is materially lower than the advisory fee rate, was significantly lower than the medians for the Expense Group and Expense Universe. The directors concluded that the Fund's expense ratio was highly satisfactory. - -------------------------------------------------------------------------------- 2006 Semiannual Report 105 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. Bernstein Intermediate Duration Institutional Portfolio Board's Consideration of Investment Management Arrangements (continued) Economies of Scale The directors noted that the advisory fee schedule for the Fund contains breakpoints so that, if assets were to increase over the breakpoint levels, the fee rates would be reduced on the incremental assets. The directors also considered a presentation by an independent consultant discussing economies of scale issues in the mutual fund industry. The directors believe that economies of scale are realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no uniform methodology for establishing breakpoints that give effect to fund-specific services provided by the Adviser and to the economies of scale that the Adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect the Fund's operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. Depending on the age and size of a particular fund and its adviser's cost structure, different conclusions can be drawn as to whether there are economies of scale to be realized at any particular level of assets, notwithstanding the intuitive conclusion that such economies exist, or will be realized at some level of total assets. Moreover, because different advisers have different cost structures and service models, it is difficult to draw meaningful conclusions from the comparison of a fund's advisory fee breakpoints with those of comparable funds. The directors noted that the Fund's net assets are well below the initial breakpoint in the advisory agreements of AllianceBernstein Funds that have breakpoints. The directors agreed to monitor the asset level of the Fund and stated that they would expect to seek to implement additional breakpoints if the Fund reaches a size such that the directors believe that meaningful economies of scale are likely being realized by the Adviser. - -------------------------------------------------------------------------------- 106 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements SUMMARY OF SENIOR OFFICER'S EVALUATION OF INVESTMENT ADVISORY AGREEMENT1 The following is a summary of the evaluation of the investment advisory agreement between Alliance Capital Management L.P. (the "Adviser") and Sanford C. Bernstein Fund II, Inc.--Intermediate Duration Institutional Portfolio (the "Fund"), prepared by Philip L. Kirstein, the Senior Officer, for the independent directors of the Fund, as required by the Assurance of Discontinuance between the New York State Attorney General and the Adviser. The Senior Officer's evaluation of the investment advisory agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the "40 Act") and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees which was provided to the independent directors in connection with their review of the proposed continuance of the investment advisory agreement. The Senior Officer's evaluation considered the following factors: 1. Management fees charged to institutional and other clients of the Adviser for like services. 2. Management fees charged by other mutual fund companies for like services. 3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit. 4. Profit margins of the Adviser and its affiliates from supplying such services. 5. Possible economies of scale as the Fund grows larger. 6. Nature and quality of the Adviser's services including the performance of the Fund. Fund Advisory Fees & Expense Ratios The table below describes the Fund's advisory fee pursuant to the Investment Advisory Agreement. ADVISORY FEE BASED ON % OF FUND AVERAGE DAILY NET ASSETS ------------------------------------------------------------------------------ Sanford C. Bernstein Fund II, Inc.-- First $1 billion 0.50% Intermediate Duration Institutional Portfolio Excess of $1 billion 0.45% The Fund's net assets as of September 30, 2005 were $646.0 million. The effective advisory fee of the Fund at this asset level is 0.50%. The Adviser has agreed to waive that portion of its management fees and/or reimburse the Fund for that portion of its total operating expenses to the degree necessary to limit the Fund's expense ratio to the amounts set forth below for the Fund's current fiscal year, which is five basis points less than the Fund's contractual advisory fee rate at the Fund's current level of net assets. The waiver agreement is terminable by the Adviser at the end of the Fund's fiscal year upon at least 60 days written notice. The Fund's gross expense ratio is also set forth below. EXPENSE CAP PURSUANT TO EXPENSE GROSS FUND LIMITATION UNDERTAKING EXPENSE RATIO(2) FISCAL YEAR END -------------------------------------------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc.-- Intermediate Duration Institutional Portfolio 0.45% 0.57% September 30 (1) It should be noted that the information in the fee summary was completed on December 7, 2005 and presented to the Board of Directors on December 14, 2005 in accordance with the Assurance of Discontinuance between the New York State Attorney General and the Adviser. (2) The Fund's expense ratio is calculated from the beginning of the Fund's current fiscal year through March 31, 2005 and annualized. - -------------------------------------------------------------------------------- 2006 Semiannual Report 107 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS The management fees charged to investment companies which the Adviser manages and sponsors is normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Fund that are not provided to non-investment company clients include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes-Oxley Act of 2002, and coordinating with and monitoring the Fund's third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Fund are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, a portion of these expenses are reimbursed by the Fund to the Adviser. In addition, managing the cash flow of an investment company may be more difficult than that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly if the fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry. Notwithstanding the Adviser's view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, it is worth considering information regarding the advisory fees charged to institutional accounts with substantially similar investment styles as the Fund. In addition to the Alliance institutional fee schedule, set forth below are what would have been the effective advisory fee of the Fund had the Alliance institutional fee schedule been applicable to the Fund. NET ASSETS ALLIANCE EFFECTIVE ALLIANCE 09/30/05 INSTITUTIONAL INSTITUTIONAL FUND ($MIL) FEE SCHEDULE ADVISORY FEE ------------------------------------------------------------------------------------------------------------------------ Sanford C. Bernstein Fund II, Inc.-- Intermediate Duration Institutional Portfolio $646.0 U.S. Core Plus Schedule 0.178% 40 bp on 1st $20 m 25 bp on next $80 m 20 bp on next $100 m 15 bp on the balance Minimum account size $20m The Adviser manages Sanford C. Bernstein Fund, Inc., an open-end management investment company. The Intermediate Duration Portfolio of Sanford C. Bernstein Fund, Inc. has a similar investment style as the Fund. The following table shows the fee schedule of the Intermediate Duration Portfolio. FUND SCB PORTFOLIO FEE SCHEDULE ---------------------------------------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc.-- Intermediate Duration Portfolio 0.50% on first $1 billion Intermediate Duration Institutional Portfolio(3) 0.45% on next $2 billion 0.40% on next $2 billion 0.35% on the balance The Adviser also manages and sponsors retail mutual funds which are organized in jurisdictions outside the United States, generally Luxembourg, and sold to non-United States resident investors. None of these off-shore funds have breakpoints in the advisory fee schedule. The Adviser charges the following fee for an offshore mutual fund that invests in fixed income securities: (3) Although the fee schedule for SCB Intermediate Duration Portfolio could produce a lower effective advisory fee at higher asset levels, at the current asset level of $646 million, the effective contractual advisory fees are the same for the Fund and the SCB Intermediate Duration Portfolio. If assets exceed $3 billion, the SCB Intermediate Duration Portfolio will have a lower effective advisory fee than the Fund. - -------------------------------------------------------------------------------- 108 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- ASSET CLASS FEE(4) -------------------------------------------------------------------------- Fixed Income 0.65% The Adviser represented that it does not sub-advise any registered investment companies with a similar investment style as the Fund. II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES Lipper, Inc., an analytical service that is not affiliated with the Adviser, compared the fees charged to the Fund with fees charged to other investment companies for similar services by other investment advisers. Lipper's analysis included the Fund's ranking with respect to the proposed management fees relative to the Lipper group median at the approximate current asset level of the Fund(5). LIPPER EFFECTIVE GROUP FUND MANAGEMENT FEE(6) MEDIAN RANK ---------------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc.-- Intermediate Duration Institutional Portfolio(7) 0.500 0.590 4/15 Lipper also analyzed the total expense ratio of the Fund in comparison to the Fund's Lipper Expense Group(8) and Lipper Expense Universe(9). Lipper describes a Lipper Expense Group as a representative sample of comparable funds and a Lipper Expense Universe as a broader group, consisting of all funds in the same investment classification/objections with a similar load type as the subject Fund. The results of that analysis are set forth below: EXPENSE LIPPER LIPPER LIPPER LIPPER RATIO UNIVERSE UNIVERSE GROUP GROUP PORTFOLIO (%) MEDIAN (%) RANK MEDIAN (%) RANK -------------------------------------------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc.-- Intermediate Duration Institutional Portfolio 0.450 0.695 16/119 0.680 1/15 Based on this analysis, the Fund has a more favorable ranking on a total expense ratio basis than on a management fee basis. However, it should be noted that certain of the Fund's expenses were waived or reimbursed by the Adviser as a result of the Fund's expense cap. III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT Members of the Adviser's Controller's Office presented to the Board of Directors the Adviser's revenue and expenses associated with providing services to the Fund. The presentation included an update on the Adviser's work with an independent consultant to align the Adviser's two profitability systems. The alignment, which now is complete, produces profitability information at the Fund level which reflects the Adviser's management reporting approach. See discussion below in Section IV. (4) The fee charged to the fund includes a 0.10% fee for administrative services provided by the Adviser or its affiliates. (5) It should be noted that "effective management fee" is calculated by Lipper using the Fund's contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the net asset of the Fund, rounded up to the next $25 million. Lipper's total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of "1" means that the AllianceBernstein Fund has the lowest effective fee rate in the Lipper peer group. (6) The "effective management fee" does not reflect fee waivers or expense reimbursements that effectively reduce the contractual management fee rates. (7) It should be noted that the Fund has an expense cap of 0.450% which automatically reduces the advisory fee received by the Adviser by at the least 5 basis points. The actual management fee that the Adviser received in the Fund's most recent completed fiscal year was 0.369% according to Lipper. The Fund's actual management fee group ranking was 3/15; universe ranking was 40/119. (8) Lipper uses the following criteria in screening funds to be included in the Fund's expense group: fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, and expense components and attributes. A Lipper Expense Group will typically consist of seven to twenty funds. (9) Except for asset (size) comparability and load type, Lipper uses the same criteria for selecting a Lipper Expense Group when selecting a Lipper Expense Universe. Unlike the Lipper Expense Group, the Lipper Expense Universe allows for the same adviser to be represented by more than just one fund. - -------------------------------------------------------------------------------- 2006 Semiannual Report 109 - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. The Following Is Not Part of the Shareholder Report or the Financial Statements (continued) IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES The profitability information for the Fund prepared by the Adviser for the Board of Directors was reviewed by the Senior Officer. Based on the information provided, the Adviser's profitability from providing investment advisory services to the Fund increased during calendar year 2004 relative to 2003. V. POSSIBLE ECONOMIES OF SCALE The Adviser has indicated that the breakpoints in the fee schedule in the Investment Advisory Agreement reflect a sharing of economies of scale to the extent the breakpoints are reached. Based on some of the professional literature that has considered economies of scale in the mutual fund industry it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide improved services, there may be a sharing of economies of scale without a reduction in advisory fees. An independent consultant made a presentation to the Board of Directors and the Senior Officer regarding possible economies of scale or scope in the mutual fund industry. Based on the presentation, it was evident that fund management companies benefit from economies of scale. However, due to lack of cost data, researchers had to infer facts about the costs from the behavior of fund expenses; there was a lack of consensus among researchers as to whether economies of scale were being passed on to the shareholders. It is contemplated that additional work will be performed to determine if the benefits of economies of scale or scope are being passed to shareholders by the Adviser. In the meantime, it is clear that to the extent the Fund's assets exceed the initial breakpoint its shareholders benefit from a lower fee rate. VI. NATURE AND QUALITY OF THE ADVISER'S SERVICES INCLUDING THE PERFORMANCE OF THE FUND With assets under management of $550 billion as of October 31, 2005, the Adviser has the investment experience to manage and provide non-investment services (described in Section II) to the Fund. The information prepared by Lipper showed the 1 and 3 year performance ranking of the Fund relative to its Lipper group and universe for the periods ended September 30, 2005: SANFORD C. BERNSTEIN FUND II, INC.-- INTERMEDIATE DURATION INSTITUTIONAL PORTFOLIO GROUP UNIVERSE -------------------------------------------------------------------------- 1 year 5/15 30/173 3 year 8/15 58/149 PERIODS ENDING SEPTEMBER 30, 2005 ANNUALIZED PERFORMANCE (%) ------------------------------------------------------------------------------------- FUNDS 1 YEAR 3 YEAR SINCE INCEPTION ------------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc.-- Intermediate Duration Institutional Portfolio 3.41 4.52 5.14 Lehman Brothers Aggregated Bond Index 2.80 3.96 5.23 (10) The Adviser provided Fund and benchmark performance return information for periods through September 30, 2005 in order to maintain consistency with Lipper's performance rankings in the analysis. - -------------------------------------------------------------------------------- 110 Sanford C. Bernstein Fund, Inc., and Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- Set forth below are the 1, 3 year and since inception performance returns of the Fund (in bold) versus its benchmark10. CONCLUSION Based on the factors discussed above the Senior Officer's conclusion is that the proposed fee for the Fund is reasonable and within the range of what would have been negotiated at arms-length in light of all the surrounding circumstances. This conclusion in respect of the Fund is based on an evaluation of all of these factors and no single factor was dispositive. Dated: January 13, 2006 (10) The Adviser provided Fund and benchmark performance return information for periods through September 30, 2005 in order to maintain consistency with Lipper's performance rankings in the analysis. - -------------------------------------------------------------------------------- 2006 Semiannual Report 111 This page intentionally left blank. This page intentionally left blank. AB SANFORD C. BERNSTEIN & CO., LLC A Subsidiary of AllianceBernstein L.P. Distributor SANFORD C. BERNSTEIN FUND, INC. SANFORD C. BERNSTEIN FUND II, INC. 1345 Avenue of the Americas, New York, NY 10105 (212) 756-4097 SCB-SEMI-0860-0506 Sanford C. Bernstein Fund, Inc. Sanford C. Bernstein Fund II, Inc. - -------------------------------------------------------------------------------- March 31, 2006 - -------------------------------------------------------------------------------- Schedule of Investments To the Semiannual Report For the Taxable Bond Portfolios Intermediate Duration - -------------------------------------------------------------------------------- Short Duration Plus - -------------------------------------------------------------------------------- U.S. Government Short Duration - -------------------------------------------------------------------------------- Intermediate Duration Institutional - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Schedule of Investments Intermediate Duration Portfolio March 31, 2006 (Unaudited) - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS--47.0% - -------------------------------------------------------------------------------- Federal Agency--Collateralized Mortgage Obligations--0.4% Fannie Mae Grantor Trust Series 2004-T5 Class AB4 4.53%, 5/28/35(a)(b) $ 9,620 $ 9,622,702 Series 2005-T3 Class A1A 4.86%, 7/25/35(a)(b) 4,572 4,571,745 --------------- 14,194,447 --------------- Mortgage Pass Thru's--41.7% Federal Home Loan Mortgage Corp. 3.75%, 11/17/06(a) 28,946 28,064,768 6.00%, 6/01/20(a) 4,071 4,120,707 8.50%, 5/01/25(a) 0 6 4.50%, 3/01/34-1/01/36(a) 74,666 68,887,591 6.00%, TBA(c) 12,890 12,881,944 Federal National Mortgage Association 5.50%, 1/01/09-2/01/35 321,940 316,568,167 6.00%, 11/01/16-9/01/35 134,187 134,529,605 5.00%, 4/01/19(a) 60,125 58,715,340 6.50%, 1/01/36(a) 14,976 15,295,529 4.50%, TBA(c) 113,065 108,083,130 5.00%, TBA(c) 147,065 141,086,513 5.50%, TBA(c) 392,135 382,765,742 6.00%, TBA(c) 132,090 132,048,788 6.50%, TBA(c) 131,580 134,047,125 Government National Mortgage Association 8.50%, 11/15/26(a) 1 1,580 7.00%, 10/15/27(a) 3 3,532 --------------- 1,537,100,067 --------------- U.S. Treasury Bonds--1.5% United States Treasury Bond 7.25%, 5/15/16(a) 32,490 38,424,494 5.375%, 2/15/31 15,005 15,795,103 --------------- 54,219,597 --------------- U.S. Treasury Notes--3.4% United States Treasury Notes 4.25%, 1/15/11(a) 13,780 13,438,187 4.50%, 11/15/15(a) 114,220 110,838,060 --------------- 124,276,247 --------------- Total U.S. Government & Government Sponsored Agency Obligations (cost $1,752,933,618) 1,729,790,358 --------------- ================================================================================ CORPORATE DEBT OBLIGATIONS--17.9% - -------------------------------------------------------------------------------- Automotive--0.6% DaimlerChrysler North America 4.875%, 6/15/10(a) 2,995 2,886,437 Ford Motor Credit Co. 6.50%, 1/25/07(a) 4,135 4,119,171 6.625%, 6/16/08(a) 5,310 5,025,857 General Motors Acceptance Corp. 6.875%, 9/15/11(a) 6,530 6,086,476 Hertz Corp. Callable 1/01/14 @ 104.44 8.875%, 1/01/14(a)(d) 3,040 3,154,000 --------------- 21,271,941 --------------- Banking--1.5% Barclays Bank plc Callable 6/15/11 @ 100.00 8.55%, 9/29/49(a)(b)(d) 6,460 7,268,327 Huntington National Bank Senior Note 4.375%, 1/15/10(a) 4,100 3,948,304 J.P. Morgan Chase & Co. 6.75%, 2/01/11(a) 8,605 9,045,714 RBS Capital Trust III Callable 9/30/14 @ 100.00 5.51%, 9/29/49(a) 10,580 10,205,024 Sumitomo Mitsui Banking Corp. Callable 10/15/15 @ 100.00 5.625%, 7/29/49(a) 2,270 2,202,079 Suntrust Bank 4.943%, 6/02/09(a)(b) 4,770 4,777,155 UFJ Bank Ltd. Subordinated Note 7.40%, 6/15/11(a) 1,210 1,304,225 UFJ Finance Aruba AEC 6.75%, 7/15/13(a) 2,366 2,507,286 Wachovia Capital Trust III Callable 3/15/11 @ 100.00 5.80%, 8/29/49(a) 5,965 5,860,487 Wells Fargo & Co. Senior Note 4.20%, 1/15/10(a) 4,455 4,275,579 Zions Bancorp 5.50%, 11/16/15(a) 4,040 3,941,477 --------------- 55,335,657 --------------- Broadcasting/Media--1.1% Allbritton Communications Co. Senior Subordinated Note Callable 12/15/07 @ 103.88 7.75%, 12/15/12(a) 3,465 3,482,325 BSKYB Finance United Kingdom plc 5.625%, 10/15/15(a)(d) 6,400 6,168,320 Lamar Media Corp. Callable 8/15/15 @ 103.31 6.625%, 8/15/15(a) 3,355 3,338,225 Schedule of Investments--Intermediate Duration Portfolio 1 - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ News America Holdings 9.25%, 2/01/13(a) $ 4,810 $ 5,672,274 6.55%, 3/15/33(a) 3,525 3,433,561 Time Warner Entertainment Co. Senior Debenture 8.375%, 3/15/23(a) 8,485 9,593,396 Time Warner, Inc. 6.875%, 5/01/12(a) 4,175 4,377,383 WPP Finance Corp. 5.875%, 6/15/14(a) 3,490 3,446,204 --------------- 39,511,688 --------------- Building/Real Estate--0.2% iStar Financial, Inc. Senior Note 5.15%, 3/01/12(a) 2,965 2,845,424 Simon Property Group, LP 6.375%, 11/15/07(a) 4,290 4,352,111 --------------- 7,197,535 --------------- Cable--0.6% British Sky Broadcasting Group plc 6.875%, 2/23/09(a) 2,115 2,188,837 Cablevision Systems Corp. 8.00%, 4/15/12(a) 3,675 3,583,125 Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22(a) 7,600 9,587,385 Comcast Corp. 5.30%, 1/15/14(a) 4,800 4,563,936 DirecTV Holdings LLC Callable 6/15/10 @ 103.19 6.375%, 6/15/15(a) 3,525 3,480,937 --------------- 23,404,220 --------------- Chemicals--0.3% Ineos Group Holdings plc Callable 2/15/11 @ 104.25 8.50%, 2/15/16(a)(d) 3,550 3,372,500 ProLogis 7.05%, 7/15/06(a) 3,045 3,055,590 Union Carbide Corp. Debenture 7.75%, 10/01/96(a) 3,600 3,708,929 --------------- 10,137,019 --------------- Communications--1.8% AT&T Corp. Senior Notes 9.05%, 11/15/11(a)(d) 5,600 6,053,651 9.75%, 11/15/31(a) 1,800 2,149,313 British Telecommunications plc 8.375%, 12/15/10(a) 10,250 11,432,778 Cox Enterprises, Inc. 4.375%, 5/01/08(a) 6,050 5,872,880 Qwest Communications International, Inc. Callable 2/15/09 @ 103.75 7.50%, 2/15/14 3,335 3,435,050 Sprint Capital Corp. 8.375%, 3/15/12(a) 20,520 23,185,548 Telecom Italia Capital 4.00%, 1/15/10(a) 11,555 10,862,786 Verizon Global Funding Corp. 4.90%, 9/15/15(a) 4,390 4,059,969 --------------- 67,051,975 --------------- Communications--Fixed--0.2% Qwest Corp. 8.875%, 3/15/12(a)(d) 1,055 1,178,963 Vodafone Group plc 5.50%, 6/15/11(a) 8,020 7,945,887 --------------- 9,124,850 --------------- Communications--Mobile--0.8% AT&T Wireless Services, Inc. Senior Note 8.75%, 3/01/31(a) 3,795 4,806,550 Cingular Wireless LLC 5.625%, 12/15/06(a) 6,706 6,722,530 New Cingular Wireless Services, Inc. 7.875%, 3/01/11(a) 12,520 13,722,734 TELUS Corp. 7.50%, 6/01/07(a) 5,595 5,721,430 --------------- 30,973,244 --------------- Conglomerate/Miscellaneous--0.2% Hutchison Whampoa International Ltd. 7.45%, 11/24/33(a)(d) 5,920 6,457,281 --------------- Consumer Manufacturing--0.1% Fortune Brands, Inc. 2.875%, 12/01/06(a) 2,800 2,755,276 --------------- Energy--0.9% Amerada Hess Corp. 7.875%, 10/01/29(a) 4,600 5,356,433 Conoco, Inc. Senior Note 6.95%, 4/15/29(a) 6,235 7,053,606 Duke Energy Field Services Corp. 7.875%, 8/16/10(a) 2,100 2,279,451 Enterprise Products Operating LP Series B 5.60%, 10/15/14(a) 3,310 3,209,684 NRG Energy, Inc. Senior Note Callable 2/01/09 @ 107.25 7.25%, 2/01/14(a) 560 569,100 Callable 2/01/16 @ 103.69 7.375%, 2/01/16(a) 2,985 3,048,431 The Williams Cos., Inc. 7.875%, 9/01/21(a) 3,235 3,477,625 Valero Energy Corp. 6.875%, 4/15/12(a) 6,055 6,415,345 7.50%, 4/15/32(a) 2,270 2,609,842 --------------- 34,019,517 --------------- 2 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ Financial--4.4% American General Finance Corp. Medium-Term Note 4.625%, 5/15/09(a) $ 10,015 $ 9,810,524 Berkshire Hathaway Finance Corp. 4.20%, 12/15/10(a) 5,700 5,423,345 Boeing Capital Corp. Senior Note 4.75%, 8/25/08(a) 1,865 1,844,962 BOI Capital Funding No. 2 Callable 2/01/16 @ 100.00 5.57%, 2/01/49(a)(d) 1,500 1,436,355 Capital One Bank Subordinated Note 6.50%, 6/13/13(a) 2,884 3,001,021 CIT Group, Inc. Medium-Term Note 4.99%, 5/18/07(a)(b) 2,945 2,952,242 Senior Note 7.75%, 4/02/12(a) 6,035 6,652,037 Citigroup, Inc. Subordinated Notes 5.00%, 9/15/14(a) 18,963 18,149,487 5.01%, 6/09/09(a)(b) 3,435 3,443,732 Core Investment Grade Trust 4.659%, 11/30/07(a) 17,490 17,280,120 CountryWide Home Loans, Inc. Medium-Term Note, Series L 4.00%, 3/22/11(a) 6,605 6,136,388 Dow Jones Cdx, High Yield 8.00%, 6/29/10(a) 18,971 19,374,134 General Electric Capital Corp. 4.375%, 11/21/11(a) 6,275 5,961,890 Medium-Term Note 4.995%, 6/22/07(a) 22,130 22,153,015 Goldman Sachs Group, Inc. 4.75%, 7/15/13(a) 4,795 4,529,942 5.125%, 1/15/15(a) 3,450 3,297,234 Household Finance Corp. 6.50%, 11/15/08(a) 8,848 9,096,257 7.00%, 5/15/12(a) 2,855 3,051,618 ILFC E-Capital Trust I Callable 12/21/10 @ 100.00 5.90%, 12/21/65(a)(d) 1,390 1,349,020 Kinder Morgan Finance 5.35%, 1/05/11(a) 8,940 8,797,434 Manufacturing Capital Finance, Ltd. Callable 7/25/16 @ 100.00 6.346%, 7/29/49(a) 3,245 3,193,203 Resona Bank, Ltd. 5.85%, 9/29/49(a) 1,300 1,261,428 Resona Preferred Global Securities Callable 7/30/15 @ 100 7.191%, 12/29/49(a)(b)(d) 2,460 2,566,779 --------------- 160,762,167 --------------- Food/Beverage--0.3% ConAgra Foods, Inc. 7.875%, 9/15/10(a) 1,834 1,978,901 6.75%, 9/15/11(a) 1,225 1,273,144 Kraft Foods, Inc. 5.25%, 10/01/13(a) 6,910 6,728,702 --------------- 9,980,747 --------------- Gaming--0.1% MGM Mirage 8.375%, 2/01/11(a) 3,245 3,423,475 Riviera Holdings Corp. Callable 6/15/06 @ 105.50 11.00%, 6/15/10(a) 1,110 1,179,375 --------------- 4,602,850 --------------- Healthcare--0.3% Humana, Inc. Senior Note 6.30%, 8/01/18(a) 3,550 3,610,495 Wellpoint, Inc. 3.75%, 12/14/07(a) 1,796 1,748,990 Wyeth 5.50%, 2/01/14(a) 5,331 5,260,162 --------------- 10,619,647 --------------- Industrial--0.1% Tyco International Group SA 6.00%, 11/15/13(a) 4,950 4,972,488 --------------- Insurance--0.8% Assurant, Inc. 5.625%, 2/15/14(a) 3,830 3,763,538 Liberty Mutual Group 5.75%, 3/15/14(a)(d) 4,025 3,912,650 Mangrove Bay Pass-Through Trust Callable 7/15/13 @ 100 6.102%, 7/15/33(a)(d) 4,315 4,167,729 MetLife, Inc. 5.00%, 11/24/13(a) 4,125 3,959,196 Royal & Sun Alliance Insurance Group plc 8.95%, 10/15/29(a) 2,615 3,306,780 Zurich Capital Trust Callable 6/01/07 @ 104.19 8.376%, 6/01/37(a)(d) 8,625 9,226,654 --------------- 28,336,547 --------------- Metals/Mining--0.2% AK Steel Corp. Callable 5/12/06 @ 101.31 7.875%, 2/15/09(a) 2,540 2,552,700 Ispat Inland ULC Callable 4/01/09 @ 104.88 9.75%, 4/01/14(a) 3,005 3,399,406 --------------- 5,952,106 --------------- Schedule of Investments--Intermediate Duration Portfolio 3 - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ Paper/Packaging--0.3% International Paper Co. 5.30%, 4/01/15(a) $ 5,170 $ 4,846,187 Packaging Corp. of America 5.75%, 8/01/13(a) 4,230 4,100,393 Weyerhaeuser Co. 5.95%, 11/01/08(a) 4,060 4,097,340 --------------- 13,043,920 --------------- Petroleum Products--0.0% Tengizchevroil Finance Co. 6.124%, 11/15/14(a)(d) 1,840 1,830,800 --------------- Public Utilities--Electric & Gas--1.9% Carolina Power & Light Co. 6.50%, 7/15/12(a) 5,775 6,017,793 Consumers Energy Co. Series C 4.25%, 4/15/08(a) 2,810 2,740,486 Duke Capital LLC Senior Note 5.50%, 3/01/14(a) 3,125 3,055,572 8.00%, 10/01/19(a) 5,485 6,405,855 Exelon Corp. 6.75%, 5/01/11(a) 7,415 7,741,445 FirstEnergy Corp. Series B 6.45%, 11/15/11(a) 7,945 8,220,970 Series C 7.375%, 11/15/31(a) 7,850 8,719,568 MidAmerican Energy Holdings Co. Senior Notes 5.875%, 10/01/12(a) 2,400 2,422,236 6.125%, 4/01/36(a)(d) 4,120 4,033,101 Nisource Finance Corp. 7.875%, 11/15/10(a) 3,010 3,264,965 Pacific Gas & Electric Co. 4.80%, 3/01/14(a) 3,280 3,101,630 6.05%, 3/01/34(a) 260 254,431 Progress Energy, Inc. 7.10%, 3/01/11(a) 4,850 5,143,900 Public Service Co. of Colorado 7.875%, 10/01/12(a) 2,545 2,878,219 TXU Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)(d) 5,805 5,966,948 --------------- 69,967,119 --------------- Public Utilities--Telephone--0.3% Bell Atlantic New Jersey, Inc. Debenture 5.875%, 1/17/12(a) 5,695 5,645,812 Telecom Italia Capital 4.00%, 11/15/08(a) 3,085 2,972,629 6.375%, 11/15/33(a) 1,375 1,295,668 --------------- 9,914,109 --------------- Service--0.3% Pershing Road Development Co. LLC Callable 6/01/06 @ 101.50 5.22%, 9/01/26(a)(b)(d) 9,390 9,390,000 --------------- Supermarket/Drug--0.1% Safeway, Inc. 6.50%, 3/01/11(a) 1,895 1,951,818 7.25%, 2/01/31(a) 3,040 3,221,427 --------------- 5,173,245 --------------- Technology--0.5% Cisco Systems, Inc. 5.25%, 2/22/11(a) 3,090 3,063,630 International Business Machines Corp. Medium-Term Note 4.375%, 6/01/09(a) 1,720 1,677,922 Motorola, Inc. 7.625%, 11/15/10(a) 609 664,231 Oracle Corp. 5.25%, 1/15/16(a)(d) 13,945 13,377,341 --------------- 18,783,124 --------------- Total Corporate Debt Obligations (cost $670,483,057) 660,569,072 --------------- ================================================================================ NON U.S. DOLLAR SOVEREIGN DEBT--11.5.% - -------------------------------------------------------------------------------- Australia (Commonwealth of) 6.00%, 2/15/17(a) AUD 95,545 71,562,288 Japan (Government of) .70%, 6/20/10(a) JPY 8,653,000 72,079,343 Poland (Government of) 6.25%, 10/24/15(a) PLN 106,330 35,914,860 Sweden (Kingdom of) Series 1043 5.00%, 1/28/09(a) SEK 519,510 69,970,596 5.25%, 3/15/11(a) 461,930 64,071,770 United Mexican States 10.00%, 12/05/24(a) MXN 1,088,760 111,509,915 --------------- Total Non U.S. Dollar Sovereign Debt (cost $427,704,564) 425,108,772 --------------- ================================================================================ COMMERCIAL MORTGAGE-BACKED SECURITIES--8.4% - -------------------------------------------------------------------------------- Banc of America Commercial Mortgage, Inc. Series 2004-3 Class A5 5.304%, 6/10/39(a) $ 13,780 13,678,441 Series 2004-4 Class A3 4.128%, 7/10/42(a) 8,850 8,517,948 Series 2005-1 Class A3 4.877%, 11/10/42(a) 13,680 13,433,760 Series 2004-6 Class A2 4.161%, 12/10/42(a) 11,835 11,360,416 Bear Stearns Commercial Mortgage Securities, Inc. Series 2005-T18 Class A4 4.933%, 2/13/42(a) 12,490 11,927,201 4 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ Commercial Mortgage Asset Trust Series 1999-C1 Class A3 6.64%, 1/17/32(a) $ 0 $ 87 Series 2003-CK2 Class A2 3.861%, 3/15/36(a) 7,790 7,534,410 Series 2004-C5 Class A2 4.183%, 11/15/37(a) 10,070 9,669,516 Series 2005-C1 Class A4 5.014%, 2/15/38(a) 10,900 10,462,256 GE Capital Commercial Mortgage Corp. Series 2005-C3 Class A3FX 4.863%, 7/10/45(a) 12,735 12,477,753 Goldman Sachs Mortgage Securities Corp. II Series 2006-GG6 Class A2 5.506%, 4/10/38(a) 9,545 9,578,598 Greenwich Capital Commercial Funding Corp. Series 2003-C1 Class A4 4.111%, 7/05/35(a) 9,240 8,491,560 Series 2003-C2 Class A3 4.533%, 1/05/36(a) 325 312,816 Series 2005-GG3 Class A2 4.305%, 8/10/42(a) 13,565 13,082,357 JP Morgan Chase Commercial Mortgage Securities Series 2004-C1 Class A2 4.302%, 1/15/38(a) 9,775 9,280,776 Series 2005-LDP3 Class A2 4.851%, 8/15/42(a) 11,220 10,968,672 Series 2005-LDP4 Class A2 4.79%, 10/15/42(a) 8,210 8,003,765 Series 2006-CB14 Class A4 5.481%, 12/12/44(a) 6,750 6,688,508 Series 2005-LDP1 Class A2 4.625%, 3/15/46(a) 13,520 13,149,958 Series 2005-LDP1 Class A4 5.038%, 3/15/46(a) 13,750 13,214,987 LB-UBS Commercial Mortgage Trust Series 2004-C7 Class A2 3.992%, 10/15/29(a) 8,440 8,072,944 Series 2004-C8 Class A2 4.201%, 12/15/29(a) 9,405 9,051,560 Series 2005-C1 Class A4 4.742%, 2/15/30(a) 8,960 8,451,968 Series 2005-C7 Class A4 5.197%, 11/15/30(a) 10,140 9,854,500 Series 2006-C1 Class A4 5.156%, 2/15/31(a) 9,535 9,240,368 Merrill Lynch Commercial Mortgage Trust Series 2006-1 Class A2 5.439%, 2/12/39(a) 8,250 8,250,083 Merrill Lynch Mortgage Trust Series 2005-CKI1 Class A6 5.245%, 11/12/37(a) 9,050 8,873,887 Series 2005-MKB2 Class A2 4.806%, 9/12/42(a) 16,215 15,875,944 Morgan Stanley Capital I Series 2005-T17 Class A5 4.78%, 12/13/41(a) 13,195 12,488,408 Series 2005-HQ5 Class A4 5.168%, 1/14/42(a) 16,915 16,436,475 Series 2004-T13 Class A2 3.94%, 9/13/45(a) 9,275 8,795,112 --------------- Total Commercial Mortgage-Backed Securities (cost $317,595,289) 307,225,034 ================================================================================ ASSET-BACKED SECURITIES--6.2% - -------------------------------------------------------------------------------- Aegis Asset Backed Securities Trust Series 2004-3 Class A2A 5.018%, 9/25/35(a)(b) 4,042 4,044,055 American Express Credit Account Master Trust Series 2005-1 Class A 4.779%, 10/15/12(a)(b) 9,305 9,310,862 Asset Backed Funding Corp. Series 2003-WF1 Class A2 5.331%, 12/25/32(a)(b) 3,555 3,583,880 Bank One Issuance Trust Series 2004-A4 Class A4 4.789%, 2/16/10(a)(b) 9,890 9,895,736 Bear Stearns Asset Backed Securities, Inc. Series 2005-SD1 Class 1A1 4.968%, 4/25/22(a)(b) 3,636 3,635,803 Capital Auto Receivables Asset Trust Series 2005-SN1A Class A3A 4.10%, 6/15/08(a) 11,915 11,782,863 Citifinancial Mortgage Securities, Inc. Series 2003-1 Class AFPT 3.36%, 1/25/33(a) 3,215 2,961,201 Credit-Based Asset Servicing & Securities Trust Series 2005-CB7 Class AF2 5.147%, 11/25/35(a) 7,695 7,565,185 CS First Boston Mortgage Securities Corp. Series 2006-1 Class A2 5.30%, 5/25/36(a) 4,135 4,118,253 GE-WMC Mortgage Securities LLC Series 2005-2 Class A2B 4.988%, 12/25/35(a)(b) 8,945 8,934,177 Home Equity Mortgage Trust Series 2005-2 Class A1 4.998%, 7/25/35(a) 3,616 3,615,836 Series 2005-4 Class A3 4.742%, 1/25/36(a) 8,695 8,549,359 Household Home Equity Loan Trust Series 2005-3 Class A1 5.036%, 1/20/35(a)(b) 9,522 9,530,814 HSI Asset Securitization Corp. Trust Series 2006-OPT2 Class 2A1 4.898%, 1/25/36(a) 8,473 8,472,940 Master Asset Backed Securities Trust Series 2004-HE1 Class A1 5.218%, 9/25/34(a) 13,223 13,268,064 Schedule of Investments--Intermediate Duration Portfolio 5 - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ MBNA Credit Card Master Note Trust Series 2001-A5 Class A5 4.959%, 3/15/11(a) $ 30,140 $ 30,299,441 Merrill Lynch Mortgage Investment, Inc. Series 2006-A1 Class A1 6.233%, 3/25/36(a) 17,720 17,837,661 Morgan Stanley ABS Capital I Series 2004-HE4 Class A3 5.018%, 5/25/34(a)(b) 46 45,887 Novastar Home Equity Loan Series 2001-1 Class A1 5.378%, 7/25/31(a) 2,304 2,304,376 Residential Asset Mortgage Products, Inc. Series 2005-RS1 Class AII1 4.928%, 1/25/35(a) 3,440 3,439,789 Series 2005-RS3 Class AIA2 4.988%, 3/25/35(a) 8,945 8,940,796 Series 2005-RZ1 Class A2 5.018%, 4/25/35(a)(b) 12,390 12,390,000 Residential Asset Securities Corp. Series 2004-KS7 Class AI1 4.968%, 10/25/21(a)(b) 255 255,454 Series 2002-KS7 Class A2 5.188%, 11/25/32(a) 2,032 2,036,661 Series 2003-KS3 Class A2 5.118%, 5/25/33(a)(b) 1,239 1,240,547 Residential Funding Mortgage Securities II Series 2005-HI2 Class A3 4.46%, 5/25/35(a) 6,000 5,888,460 Saxon Asset Securities Trust Series 2005-4 Class A2B 4.998%, 11/25/37(a)(b) 9,225 9,225,000 SLM Student Loan Trust Series 2003-C Class A1 5.01%, 9/15/16(a)(b) 9,274 9,282,658 Specialty Underwriting & Residential Finance Series 2006-BC1 Class A2A 4.65%, 12/25/36(a) 8,564 8,563,643 Structured Asset Investment Loan Trust Series 2004-5 Class A2 4.998%, 5/25/34(a)(b) 568 567,943 Series 2006-1 Class A1 4.898%, 1/25/36(a) 7,985 7,985,829 --------------- Total Asset-Backed Securities (cost $230,298,493) 229,573,173 ================================================================================ COLLATERALIZED MORTGAGE OBLIGATIONS--5.1% - -------------------------------------------------------------------------------- American Home Mortgage Investment Trust Series 2005-4 Class 5A 5.35%, 11/25/45(a) 18,744 18,664,723 Bear Stearns Alt-A Trust Series 2005-10 Class 24A1 5.993%, 1/25/36(a) 16,320 16,396,621 Series 2006-1 Class 22A1 5.453%, 2/25/36(a) 20,567 20,419,957 Series 2006-2 Class 23A1 6.00%, 3/25/36(a) 17,482 17,513,817 Citigroup Mortgage Loan Trust, Inc. Series 2005-2 Class 1A4 5.126%, 5/25/35(a) 21,422 21,020,168 IndyMac Index Mortgage Loan Trust Series 2006-AR7 Class 4A1 6.265%, 3/25/36(a) 11,037 11,124,744 J.P. Morgan Alternative Loan Trust Series 2006-S1 Class 3A1 4.715%, 3/25/36(a) 8,108 8,108,078 Residential Accredit Loans, Inc. Series 2006-QS2 Class 1A9 5.50%, 2/25/36(a) 20,116 19,977,485 Residential Funding Mortgage Securities, Inc. Series 2005-SA3 Class 3A 5.249%, 8/25/35(a) 13,477 13,249,063 Structured Adjustment Mortgage Loan Trust Series 2006-3 Class 2A1 4.017%, 4/25/36(a) 15,413 15,473,203 Structured Asset Mortgage Investment, Inc. Series 2004-AR5 Class 1A1 5.106%, 10/19/34(a) 21,324 21,313,472 Washington Mutual, Inc. Series 2005-AR2 Class 2A22 5.038%, 1/25/45(a)(b) 5,647 5,647,378 --------------- Total Collateralized Mortgage Obligations (cost $189,591,551) 188,908,709 ================================================================================ U.S. DOLLAR SOVEREIGN DEBT--2.2% - -------------------------------------------------------------------------------- Brazilian (Republic of) 8.25%, 1/20/34(a) 32,180 35,446,270 Panama (Republic of) 6.70%, 1/26/36(a) 7,135 7,117,163 Peru (Republic of) 7.35%, 7/21/25(a) 8,100 7,938,000 Russian Federation 5.00%, 3/31/30(a)(d) 14,580 15,950,520 Ukraine (Republic of) 7.65%, 6/11/13(a) 6,700 7,028,300 7.50%, 4/08/33(a) 6,595 7,353,425 --------------- Total U.S. Dollar Sovereign Debt (cost $79,741,466) 80,833,678 ================================================================================ SHORT-TERM INVESTMENTS--27.5% - -------------------------------------------------------------------------------- U.S. Government & Government Sponsored Agency Obligations--3.0% Federal Home Loan Mortgage Corp. Zero Coupon, 5/11/06(f) 24,930 24,810,510 Federal National Mortgage Association Zero Coupon, 4/03/06(e)(f) 46,550 46,463,230 Zero Coupon, 4/18/06(f) 40,000 40,000,000 --------------- 111,273,740 --------------- 6 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ U.S. Treasury Bills--0.1% United States Treasury Bills 4.55%, 5/04/06(f) $ 3,760 $ 3,745,835 --------------- Commercial Paper--24.4% ABN Amro Finance 4.63%, 4/12/06(f) 50,000 49,942,125 AIG Funding, Inc. 4.63%, 4/12/06(f) 50,000 49,942,125 Bank of Montreal 4.615%, 4/12/06(f) 50,000 49,942,312 Barclays Bank 4.63%, 4/12/06(f) 50,000 49,942,125 Bear Stearns & Co., Inc. 4.66%, 4/12/06(f) 50,000 49,941,750 BNP Paribas Finance 4.62%, 4/12/06(f) 50,000 49,942,250 Canadian Imperial Holdings 4.63%, 4/12/06(f) 50,000 49,942,125 Citigroup Funding, Inc. 4.63%, 4/12/06(f) 50,000 49,942,125 Depfa Bank plc 4.655%, 4/12/06(f) 50,000 49,941,813 Deutsche Bank 4.62%, 4/12/06(f) 50,000 49,942,250 Dexia Delaware LLC 4.64%, 4/12/06(f) 50,000 49,942,125 GE Capital Corp. 4.64%, 4/12/06(f) 50,000 49,942,000 Prudential Funding LLC 4.64%, 4/12/06(f) 50,000 49,942,000 Royal Bank of Scotland plc 4.615%, 4/12/06(f) 50,000 49,942,312 Societe Generale, Inc. 4.64%, 4/12/06(f) 50,000 49,942,000 State Street Corp. 4.64%, 4/12/06(f) 50,000 49,942,000 Toyota Motor Credit Co. 4.63%, 4/12/06(f) 50,000 49,942,125 UBS Finance, LLC 4.83%, 4/03/06(f) 50,000 50,000,000 --------------- 899,015,562 --------------- Total Short-Term Investments (cost $1,014,035,137) 1,014,035,137 --------------- Total Investments--125.8% (cost $4,682,383,175)(g) 4,636,043,933 Other assets less liabilities--(25.8)% (949,971,047) --------------- Net Assets--100% $ 3,686,072,886 --------------- ================================================================================ INTEREST RATE SWAP CONTRACTS - -------------------------------------------------------------------------------- Rate Type ---------------------------------- Payments Unrealized Notional Amount Received by the Payments Made by Appreciation/ Swap Counterparty (000) Termination Date Portfolio the Portfolio (Depreciation) - --------------------------------------------------------------------------------------------------------------- Lehman Brothers 43,445 11/02/07 3 month LIBOR+ 4.814% $ 153,234 Lehman Brothers 116,000 10/28/07 BMA* 4.800% 384,722 Lehman Brothers 107,000 1/23/08 3 month LIBOR+ 4.777% (981,901) * Variable interest based on the BMA (Bond Market Association) Municipal Swap Index, which fluctuates weekly. + LIBOR (London Interbank Offered Rate). ================================================================================ CREDIT DEFAULT SWAP CONTRACTS - -------------------------------------------------------------------------------- Unrealized Swap Counterparty & Notional Amount Appreciation/ Referenced Obligation (000) Interest Rate Termination Date (Depreciation) - ---------------------------------------------------------------------------------------------- Sell Contracts JP Morgan Chase Dow Jones High Volume 4.00%, 6/20/10 87,500 0.90% 6/20/10 $ (84,469) JP Morgan Chase Dow Jones High Volume 4.00%, 6/20/10 17,000 0.90% 6/20/10 232,746 Schedule of Investments--Intermediate Duration Portfolio 7 ================================================================================ FORWARD EXCHANGE CURRENCY CONTRACTS - -------------------------------------------------------------------------------- Contract Unrealized Amount U.S. $ Value on U.S. $ Appreciation/ (000) Origination Date Current Value (Depreciation) - ------------------------------------------------------------------------------------------------------- Purchase Contracts Japanese Yen Settling 4/03/06 16,243,345 $ 138,764,766 $ 138,068,113 $ (696,653) Sales Contracts Australian Dollar Settling 4/26/06 101,974 73,149,169 72,967,116 182,053 Japanese Yen Settling 4/03/06 16,243,345 139,547,636 138,068,113 1,479,523 Japanese Yen Settling 5/08/06 8,759,881 74,971,384 74,833,934 137,450 Mexican Peso Settling 4/25/06 551,137 50,779,009 50,550,282 228,727 Polish Zloty Settling 4/11/06 119,961 37,210,306 37,080,007 130,299 Swedish Krona Settling 4/20/06 1,102,646 143,387,914 141,787,797 1,600,117 ================================================================================ FINANCIAL FUTURES CONTRACTS SOLD - -------------------------------------------------------------------------------- Number of Value at Unrealized Type Contracts Expiration Month Original Value March 31, 2006 Depreciatin - ------------------------------------------------------------------------------------------------- U.S. Treasury Bonds Futures 235 June 2006 $ 25,651,037 $ 25,651,719 $ (682) - -------------------------------------------------------------------------------- (a) Positions, or portion thereof, with an aggregate market value of $2,694,379,059 have been segregated to collateralize open forward exchange currency contracts. (b) Variable rate coupon, rate shown as of March 31, 2006. (c) When-issued security. (d) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2006, the aggregate market value of these securities amounted to $106,860,939 or 2.9% of net assets. (e) Represents entire or partial position segregated as collateral for swaps. (f) Represents entire or partial position segregated as collateral for when issued securities. (g) At March 31, 2006, the cost basis of investment securities owned was substantially identical for both book and tax. Gross unrealized appreciation of investments was $11,917,341 and gross unrealized depreciation of investments was $58,256,583, resulting in net unrealized depreciation of $46,339,242 (excluding swap and future transactions). - -------------------------------------------------------------------------------- Explanation of abbreviation: TBA-To Be Announced Currency Abbreviations: AUD--Australian Dollar JPY--Japanese Yen MXN--Mexican Peso PLN--Polish Zloty SEK--Swedish Krona Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser. See notes to financial statements. 8 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Schedule of Investments Short Duration Plus Portfolio March 31, 2006 (Unaudited) - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS--40.1% Federal Agency--16.2% Federal Home Loan Mortgage Corp. 3.75%, 8/03/07 $ 9,940 $ 9,766,159 4.00%, 8/17/07 11,370 11,203,168 3.875%, 6/15/08 31,870 31,086,317 Callable 11/03/06 @ 100 4.90%, 11/03/08 4,295 4,238,306 Federal National Mortgage Association Callable 11/28/06 @ 100 4.90%, 11/28/07 4,645 4,621,775 Callable 2/27/07 @ 100 5.00%, 2/27/08 7,250 7,215,925 4.25%, 5/15/09 5,305 5,175,203 --------------- 73,306,853 --------------- Federal Agency--Collateralized Mortgage Obligations-1.1% Federal Home Loan Mortgage Corp. Series 2974 Class AM 4.60%, 8/15/29 4,838 4,714,027 Federal Agency--Commercial Mortgage Backed Securities--0.3% Federal National Mortgage Association Series 2000-M2 Class B 7.079%, 2/17/21 1,381 1,387,700 --------------- 6,101,727 --------------- Mortgage Pass Thru's-14.1% Federal Home Loan Mortgage Corp. 9.00%, 3/17/08 60 59,626 7.00%, 5/01/35 6,069 6,251,046 Federal National Mortgage Association 6.00%, 12/01/13-2/01/17 5,709 5,786,929 7.50%, 3/01/15 425 445,216 8.00%, 8/01/16 718 760,132 7.00%, 9/01/25-11/01/34 17,060 17,587,041 5.00%, TBA(a) 11,760 11,462,331 5.50%, TBA(a) 11,520 11,448,000 6.00%, TBA(a) 9,500 9,497,036 Government National Mortgage Association 7.50%, 3/15/32 748 784,429 --------------- 64,081,786 --------------- U.S. Treasury Notes--8.4% United States Treasury Notes 3.625%, 4/30/07 2,210 2,181,339 3.50%, 5/31/07 36,505 35,944,575 --------------- 38,125,914 --------------- Total U.S. Government & Government Sponsored Agency Obligations (cost $183,261,966) 181,616,280 --------------- ================================================================================ CORPORATE DEBT OBLIGATIONS--24.0% - -------------------------------------------------------------------------------- Automotive--0.9% DaimlerChrysler North America 4.125%, 3/07/07 3,370 3,333,324 4.875%, 6/15/10 970 934,840 --------------- 4,268,164 --------------- Banking--0.5% Washington Mutual Bank 4.50%, 8/25/08 2,305 2,261,293 --------------- Broadcasting/Media--1.2% AOL Time Warner, Inc. 6.125%, 4/15/06 5,200 5,201,035 --------------- Building/Real Estate--1.3% Simon Property Group, LP 6.375%, 11/15/07 2,150 2,181,128 --------------- Vornado Realty LP 5.625%, 6/15/07 3,590 3,594,387 --------------- 5,775,515 --------------- Cable--1.9% British Sky Broadcasting Group plc 6.875%, 2/23/09 3,665 3,792,949 Comcast Cable Communications, Inc. 8.375%, 5/01/07 4,750 4,896,191 --------------- 8,689,140 --------------- Communications--1.1% Sprint Capital Corp. 6.00%, 1/15/07 5,140 5,164,389 --------------- Communications--Mobile-0.8% Cingular Wireless LLC 5.625%, 12/15/06 3,720 3,729,170 --------------- Financial--7.8% CIT Group, Inc. 7.375%, 4/02/07 7,310 7,450,484 Countrywide Home Loans, Inc. 5.625%, 5/15/07 7,695 7,717,800 Goldman Sachs Group, Inc. 4.125%, 1/15/08 6,390 6,264,392 International Lease Finance Corp. 5.625%, 6/01/07 6,025 6,028,030 Merrill Lynch & Co., Inc. 6.56%, 12/16/07 7,725 7,882,011 --------------- 35,342,717 --------------- Schedule of Investments--Short Duration Plus Portfolio 9 - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ Food/Beverage--1.5% General Mills, Inc. 5.125%, 2/15/07 $ 2,250 $ 2,246,373 The Kroger Co. 7.80%, 8/15/07 4,205 4,330,128 --------------- 6,576,501 --------------- Healthcare--1.6% Anthem, Inc. 3.50%, 9/01/07 3,470 3,374,349 Wellpoint, Inc. 3.75%, 12/14/07 3,864 3,762,860 --------------- 7,137,209 --------------- Insurance--0.9% Marsh & McLennan Cos., Inc. 5.375%, 3/15/07 4,220 4,208,399 --------------- Non-Air Transportation--0.5% CSX Corp. 6.25%, 10/15/08 2,180 2,226,286 --------------- Paper/Packaging--0.1% Weyerhaeuser Co. 6.125%, 3/15/07 456 458,035 --------------- Public Utilities--Electric & Gas--2.2% Duke Energy Corp. 3.75%, 3/05/08 4,137 4,019,538 Pacific Gas & Electric Co. 3.60%, 3/01/09 2,450 2,329,935 Progress Energy, Inc. 6.05%, 4/15/07 3,715 3,737,056 --------------- 10,086,529 --------------- Service--0.7% Waste Management, Inc. 6.50%, 11/15/08 3,045 3,123,104 --------------- Supermarket/Drug--0.8% Safeway, Inc. 6.50%, 11/15/08 3,600 3,663,986 --------------- Technology--0.2% Oracle Corp. 5.00%, 1/15/11(b) 1,005 981,578 --------------- Total Corporate Debt Obligations (cost $110,526,872) 108,893,050 --------------- ================================================================================ ASSET-BACKED SECURITIES--13.4% - -------------------------------------------------------------------------------- Ace Securities Corp. Series 2003-0P1 Class A2 5.18%, 12/25/33(c) 1,207 1,207,305 American General Mortgage Loan Trust Series 2003-1 Class A3 4.03%, 4/25/33 1,680 1,624,255 Bayview Financial Acquisition Trust Series 2005-C Class A1B 5.11%, 6/28/44(c) 2,330 2,332,913 Capital Auto Receivables Asset Trust Series 2005-SN1A Class A3A 4.10%, 6/15/08 1,995 1,972,876 Citibank Credit Card Issuance Trust Series 2004-A4 Class A4 3.20%, 8/24/09 3,000 2,920,770 Citifinancial Mortgage Securities, Inc. Series 2003-1 Class AFPT 3.36%, 1/25/33 1,250 1,151,170 Countrywide Asset-Backed Certificates Series 2003-BC1 Class A 5.22%, 3/25/33(c) 277 277,971 Credit-Based Asset Servicing & Securities, Inc. Series 2003-CB3 Class AF1 2.879%, 12/25/32 1,636 1,581,887 Series 2005-CB4 Class AF2 4.751%, 8/25/35 3,850 3,768,274 Series 2005-RP2 Class AF2 5.75%, 9/25/35 1,200 1,202,987 First Franklin Mortgage Loan Asset-Backed Certificates Series 2000-FF1 Class A 5.28%, 9/25/30(c) 305 305,331 Home Equity Mortgage Trust Series 2005-3 Class M1 5.36%, 11/25/35(c) 3,825 3,842,212 HSI Asset Securitization Corp. Trust Series 2006-OPT1 Class 2A1 4.90%, 12/25/35(c) 4,323 4,320,304 Series 2006-OPT2 Class 2A1 4.90%, 1/25/36(c) 3,587 3,586,764 Irwin Home Equity Series 2005-C Class 2A1 5.07%, 4/25/30(c) 1,818 1,818,663 Lehman XS Trust Series 2006-3 Class M1 5.27%, 3/25/36(c) 1,000 1,003,130 Long Beach Mortgage Loan Trust Series 2003-1 Class M2 6.87%, 3/25/33(c) 5,660 5,716,600 Series 2004-3 Class M2 5.418%, 7/25/34(c) 6,700 6,730,083 Master Asset Backed Securities Trust Series 2004-HE1 Class A3 5.18%, 9/25/34(c) 1,059 1,059,485 Series 2004-HE1 Class A1 5.22%, 9/25/34(c) 1,829 1,835,386 Series 2004-WMC3 Class A4 5.11%, 10/25/34(c) 1,769 1,770,374 Providian Gateway Master Trust Series 2004-DA Class A 3.35%, 9/15/11 2,000 1,947,900 Residential Asset Mortgage Products, Inc. Series 2004-RS4 Class AI4 4.911%, 4/25/34 2,120 2,091,507 10 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ Residential Asset Securities Corp. Series 2003-KS8 Class A2B2 4.27%, 10/25/33 $ 28 $ 28,244 Structured Asset Investment Loan Trust Series 2006-1 Class A1 4.90%, 1/25/36(c) 3,140 3,140,465 Winston Funding Ltd. Series 2003-1 Class A2 5.51%, 4/23/09(b)(c) 3,500 3,508,750 --------------- Total Asset-Backed Securities (cost $61,003,603) 60,745,606 --------------- ================================================================================ COLLATERALIZED MORTGAGE OBLIGATIONS--11.8% - -------------------------------------------------------------------------------- American Home Mortgage Investment Trust Series 2004-3 Class MF1 5.35%, 10/25/34(c) 2,000 1,928,260 Series 2004-4 Class M2 5.87%, 2/25/45(c) 2,860 2,845,700 Series 2005-2 Class 2A1 6.39%, 9/25/45(c) 2,203 2,224,573 Series 2005-4 Class 5A 5.35%, 11/25/45(c) 3,074 3,061,109 Bear Stearns Alt-A Trust Series 2005-10 Class 24A1 5.99%, 1/25/36(c) 1,052 1,057,095 Series 2006-1 Class 22A1 5.45%, 2/25/36 2,811 2,791,625 Series 2006-2 Class 23A1 6.00%, 3/25/36 1,700 1,703,094 Citicorp Mortgage Securities, Inc. Series 2004-7 Class 1A1 5.25%, 9/25/34 49 48,109 Citigroup Mortgage Loan Trust, Inc. Series 2005-2 Class 1A4 5.13%, 5/25/35 1,853 1,817,768 Countrywide Home Loans Series 2005-12 Class 1A5 5.25%, 5/25/35 4,568 4,464,189 Credit Suisse First Boston Mortgage Securities Corp. Series 2004-2R Class A1 5.02%, 12/28/33(b)(c) 2,912 2,567,632 Series 2005-11 Class 3A6 5.50%, 12/25/35 3,485 3,445,236 Deutsche Alt-A Securities, Inc. Mortgage Loan Series 2005-AR1 Class 1A1 5.13%, 8/25/35(c) 2,169 2,161,199 First Horizon Alternative Mortgage Securities Series 2005-FA11 Class 1A5 5.75%, 2/25/36 2,313 2,316,352 IndyMac Index Mortgage Loan Trust Series 2006-AR7 Class 4A1 6.27%, 5/25/36 1,090 1,098,665 Merrill Lynch Mortgage Investors, Inc. Series 2005-A8 Class A1C1 5.25%, 8/25/36 1,666 1,652,892 MLCC Mortgage Investors, Inc. Series 2003-F Class A1 5.14%, 10/25/28(c) 4,804 4,811,376 Series 2004-A Class A1 5.05%, 4/25/29(c) 4,073 4,074,299 Residential Accredit Loans, Inc. Series 2006-QS2 Class 1A9 5.50%, 2/25/36 3,295 3,272,343 Residential Funding Mortgage Securities, Inc. Series 2005-SA3 Class 3A 5.25%, 8/25/35 1,852 1,821,177 Structured Adjustable Rate Mortgage Loan Series 2005-5 Class A3 5.05%, 5/25/35(c) 1,224 1,224,213 Structured Asset Securities Corp. Series 2002-11A Class 1A 5.59%, 6/25/32 1,581 1,581,169 Series 2003-21 Class 2A1 4.00%, 8/25/33 54 52,352 Washington Mutual Series 2005-AR7 Class A4 4.94%, 8/25/35 1,463 1,438,616 --------------- Total Collateralized Mortgage Obligations (cost $54,169,273) 53,459,043 --------------- ================================================================================ COMMERCIAL MORTGAGE-BACKED SECURITIES-5.5% - -------------------------------------------------------------------------------- Asset Securitization Corp. Series 1996-MD6 Class A1C 7.04%, 11/13/29 6,393 6,392,830 Commercial Mortgage Acceptance Corp. Series 1997-ML1 Class A2 6.53%, 12/15/30 458 459,645 Credit Suisse First Boston Mortgage Securities Corp. Series 2005-TF2A Class G 5.30%, 9/15/20(c) 1,065 1,065,000 Series 2005-TF2A Class F 5.25%, 9/15/20(c) 1,065 1,065,000 First Union Lehman Brothers Bank of America Series 1998-C2 Class A2 6.56%, 11/18/35 3,675 3,738,077 LB-UBS Commercial Mortgage Trust Series 2004-C7 Class A2 3.99%, 10/15/29 3,385 3,237,786 Lehman Brothers Floating Rate Commercial Mortgage Trust Series 2005-LLFA Class F 5.079%, 7/15/18 1,550 1,550,000 Morgan Stanley Capital I Series 2005-XLF Class G 5.119%, 8/15/19 2,645 2,645,000 Schedule of Investments--Short Duration Plus Portfolio 11 - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ Nomura Asset Securities Corp. Series 1998-D6 Class A1B 6.59%, 3/15/30 $ 4,910 $ 5,017,676 --------------- Total Commercial Mortgage-Backed Securities (cost $26,076,894) 25,171,014 --------------- ================================================================================ SHORT-TERM INVESTMENTS--11.6% - -------------------------------------------------------------------------------- Commercial Paper--7.4% Deutsche Bank 4.62%, 4/12/06(d) 15,000 14,982,675 Barclays Fund 4.63%, 4/12/06(d) 15,000 14,982,638 Royal Bank Scotland plc 4.755%, 11/12/07(d) 3,500 3,500,169 --------------- 33,465,482 --------------- U.S. Government & Government Sponsored Agency Obligations--4.2% Federal Home Loan Bank Zero Coupon, 4/03/06(d) 19,000 19,000,000 --------------- Total Short-Term Investments (cost $52,465,482) 52,465,482 --------------- Total Investments--106.4% (cost $487,504,090)(e) 482,350,475 Other assets less liabilities--(6.4)% (29,188,462) --------------- Net Assets--100% $ 453,162,013 --------------- ================================================================================ INTEREST RATE SWAP CONTRACTS - -------------------------------------------------------------------------------- Rate Type ---------------------------------- Payments Unrealized Notional Amount Received by the Payments Made by Appreciation/ Swap Counterparty (000) Termination Date Portfolio the Portfolio (Depreciation) - ------------------------------------------------------------------------------------------------------------- Lehman Brothers 14,000 1/27/08 3 month LIBOR+ 4.835% $ (20,331) + LIBOR (London Interbank Offered Rate). - -------------------------------------------------------------------------------- (a) When-issued security. (b) Security is exempt from registration under rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2006, the market value of securities amounted to $7,057,960 or 1.6% of net assets. (c) Variable rate coupon, rate shown as of March 31, 2006. (d) Represents entire or partial position segregated as collateral for when issued securities. (e) At March 31, 2006, the cost basis of investment securities owned was substantially identical for both book and tax. Gross unrealized appreciation of investments was $90,985 and gross unrealized depreciation of investments was $5,244,600, resulting in net unrealized depreciation of $5,153,615 (excluding swap transactions). Explanation of abbreviation: TBA--To Be Announced See notes to financial statements. 12 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund, Inc. Schedule of Investments U.S. Government Short Duration Portfolio March 31, 2006 (Unaudited) - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS--94.6% - -------------------------------------------------------------------------------- Federal Agency--46.8% Federal Farm Credit Bank 2.05%, 6/12/06 (a) $ 4,000 $ 3,977,432 3.25%, 6/15/07 5,000 4,891,830 Federal Home Loan Bank 2.04%, 6/12/06 (a) 4,000 3,977,360 2.875%, 8/15/06 450 446,542 3.625%, 6/20/07 800 785,989 4.75%, 8/08/07 4,000 3,980,772 4.625%, 2/08/08 4,200 4,166,253 3.00%, 4/15/09 1,405 1,321,834 Federal Home Loan Mortgage Corp. Callable 11/03/06 @ 100 4.90%, 11/03/08 845 833,846 Federal National Mortgage Association Callable 11/28/06 @ 100 4.90%, 11/28/07 825 820,875 3.80%, 1/18/08 250 244,046 5.75%, 2/15/08 8,260 8,356,840 Callable 2/27/07 @ 100 5.00%, 2/27/08 1,260 1,254,078 4.25%, 5/15/09 830 809,692 6.625%, 9/15/09 2,500 2,615,303 --------------- 38,482,692 --------------- Federal Agency--Collateralized Mortgage Obligations--0.3% Federal National Mortgage Association Series 2000-M2 Class B 7.08%, 2/17/21(b) 238 239,370 --------------- Mortgage Pass Thru's--13.4% Federal Home Loan Mortgage Corp. 7.00%, 4/01/32-5/01/35 1,263 1,300,972 Federal National Mortgage Association 6.00%, 12/01/13-11/01/16 1,278 1,295,208 7.50%, 3/01/15 152 159,006 8.00%, 7/01/17 272 287,861 7.00%, 2/01/31-9/01/33 2,349 2,422,626 5.00%, TBA(c) 2,085 2,032,224 5.50%, TBA(c) 2,125 2,111,719 6.00%, TBA(c) 1,400 1,399,563 --------------- 11,009,179 --------------- U.S. Treasury Notes--34.1% United States Treasury Notes 3.00%, 12/31/06 4,940 4,872,267 3.75%, 3/31/07-5/15/08 6,930 6,808,422 3.50%, 5/31/07 16,640 16,384,543 --------------- 28,065,232 --------------- Total U.S. Government & Government Sponsored Agency Obligations (cost $78,515,947) 77,796,473 --------------- ================================================================================ COLLATERALIZED MORTGAGE OBLIGATIONS--4.9% - -------------------------------------------------------------------------------- American Home Mortgage Investment Trust Series 2005-2 Class 2A1 6.39%, 9/25/45(b) 387 390,545 Bear Stearns Alt-A Trust Series 2005-10 Class 24A1 5.99%, 1/25/36 818 821,461 Series 2006-2 Class 23A1 6.00%, 3/25/36 305 305,555 Countrywide Home Loans Series 2005-12 Class 1A5 5.25%, 5/25/35 783 765,093 MLCC Mortgage Investors, Inc. Series 2004-A Class A1 5.05%, 4/25/29(b) 739 739,172 Structured Asset Securities Corp. Series 2003-23H Class 1A1 5.50%, 7/25/33 1,015 995,782 --------------- Total Collateralized Mortgage Obligations (cost $4,084,445) 4,017,608 --------------- ================================================================================ ASSET-BACKED SECURITIES-1.0% - -------------------------------------------------------------------------------- Ace Securities Corp. Series 2003-0P1 Class A2 5.18%, 12/25/33(b) 183 183,469 Capital Auto Receivables Asset Trust Series 2005-SN1A Class A3A 4.10%, 6/15/08 345 341,174 Residential Asset Securities Corp. Series 2003-KS8 Class A2B2 5.26%, 10/25/33(b) 341 341,496 --------------- Total Asset-Backed Securities (cost $871,421) 866,139 --------------- Schedule of Investments--U.S. Government Short Duratio Portfolio 13 ================================================================================ Principal Amount (000) U.S. $ Value ================================================================================ SHORT-TERM INVESTMENT--5.2% - ------------------------------------ U.S. Government Agency--5.2% Federal National Mortgage Association Zero Coupon, 5/10/06 (a) $ 4,260 $ 4,240,166 --------------- Total Investments--105.7% (cost $87,711,979)(d) 86,920,386 Other assets less liabilities--(5.7)% (4,650,907) --------------- Net Assets--100% $ 82,269,479 --------------- (a) Represents entire or partial position segregated as collateral for when issued securities (b) Variable rate coupon, rate shown as of March 31, 2006. (c) When-issued security. (d) At March 31, 2006, the cost basis of investment securities owned was substantially identical for both book and tax. Gross unrealized appreciation of investments was $4,539 and gross unrealized depreciation of investments was $796,132, resulting in net unrealized depreciation of $791,593. Explanation of abbreviation: TBA--To Be Announced See notes to financial statements. 14 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report - -------------------------------------------------------------------------------- Sanford C. Bernstein Fund II, Inc. Schedule of Investments Intermediate Duration Institutional Portfolio March 31, 2006 (Unaudited) - -------------------------------------------------------------------------------- Principal Amount (000) U.S. $ Value ================================================================================ U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY OBLIGATIONS--46.8% - -------------------------------------------------------------------------------- Federal Agency--Collateralized Mortgage Obligations--0.4% Fannie Mae Grantor Trust Series 2004-T5 Class AB4 4.53%, 5/28/35(a)(b) $ 1,938 $ 1,938,242 Series 2005-T3 Class A1A 4.86%, 7/25/35(a)(b) 833 832,893 --------------- 2,771,135 --------------- Mortgage Pass Thru's-42.7% Federal Home Loan Mortgage Corp. 6.00%, 6/01/20(a) 578 585,597 4.50%, 8/01/35-1/01/36 14,397 13,280,397 6.00%, TBA(c) 3,110 3,108,056 Federal National Mortgage Association 5.50%, 2/01/09-2/01/35 59,542 58,550,343 6.00%, 2/01/17-9/01/35 29,025 29,097,442 5.00%, 4/01/19(a) 11,557 11,286,409 6.50%, 5/01/34-1/01/36 4,131 4,217,368 4.50%, TBA(c) 21,635 20,681,719 5.00%, TBA(c) 30,925 29,681,404 5.50%, TBA(c) 83,360 81,368,333 6.00%, TBA(c) 24,570 24,562,334 6.50%, TBA(c) 26,190 26,681,062 --------------- 303,100,464 --------------- U.S. Treasury Bonds--0.8% United States Treasury Bond 7.25%, 5/15/16(a) 4,560 5,392,911 --------------- U.S. Treasury Notes--2.9% United States Treasury Note 4.50%, 11/15/15(a) 21,625 20,984,705 --------------- Total U.S. Government & Government Sponsored Agency Obligations (cost $336,575,787) 332,249,215 --------------- ================================================================================ CORPORATE DEBT OBLIGATIONS-17.7% - -------------------------------------------------------------------------------- Automotive--0.6% DaimlerChrysler North America 4.875%, 6/15/10(a) 530 510,789 Ford Motor Credit Co. 6.50%, 1/25/07(a) 740 737,167 6.625%, 6/16/08(a) 1,040 984,348 General Motors Acceptance Corp. 6.875%, 9/15/11(a) 1,265 1,179,080 Hertz Corp. Callable 1/01/14 @ 104.44 8.875%, 1/01/14(a)(d) 610 632,875 --------------- 4,044,259 --------------- Banking-1.6% Barclays Bank plc Callable 06/15/11 @ 100.00 8.55%, 9/29/49(a)(b)(d) 1,400 1,575,179 Huntington National Bank Senior Note 4.375%, 1/15/10(a) 980 943,741 J.P. Morgan Chase & Co. 6.75%, 2/01/11(a) 1,820 1,913,213 RBS Capital Trust III Callable 9/30/14 @ 100.00 5.512%, 9/29/49(a)(b) 1,950 1,880,888 Royal Bank of Scotland Group Plc 5.00%, 10/01/14(a) 120 115,381 Sumitomo Mitsui Banking Corp. Callable 10/15/15 @ 100.00 5.625%, 7/29/49(a)(b)(d) 410 397,732 Suntrust Bank 4.943%, 6/02/09(a)(b) 1,015 1,016,523 UFJ Bank Ltd. Subordinated Note 7.40%, 6/15/11(a) 280 301,804 UFJ Finance Aruba AEC 6.75%, 7/15/13(a) 500 529,858 Wachovia Capital Trust III Callable 3/15/11 @ 100.00 5.80%, 8/29/49(a) 1,230 1,208,449 Wells Fargo & Co. Senior Note 4.20%, 1/15/10(a) 955 916,538 Zions Bancorp 5.50%, 11/16/15(a) 805 785,369 --------------- 11,584,675 --------------- Broadcasting/Media--1.1% Allbritton Communications Co. Senior Subordinated Note Callable 12/15/07 @ 103.88 7.75%, 12/15/12(a) 695 698,475 BSKYB Finance United Kingdom plc 5.625%, 10/15/15(a)(d) 1,200 1,156,560 Lamar Media Corp. Callable 8/15/15 @ 103.31 6.625%, 8/15/15(a) 610 606,950 News America Holdings 9.25%, 2/01/13(a) 890 1,049,548 6.55%, 3/15/33(a) 655 638,009 Time Warner Entertainment Co. Senior Debenture 8.375%, 3/15/23(a) 1,710 1,933,377 Time Warner, Inc. 6.875%, 5/01/12(a) 845 885,961 WPP Finance Corp. 5.875%, 6/15/14(a) 735 725,777 --------------- 7,694,657 --------------- Schedule of Investments--Intermediate Duration Institutional Portfolio 15 ================================================================================ Principal Amount (000) U.S. $ Value ================================================================================ Building/Real Estate--0.2% iStar Financial, Inc. Senior Note 5.15%, 3/01/12(a) $ 590 $ 566,206 Simon Property Group, LP 6.375%, 11/15/07(a) 815 826,799 --------------- 1,393,005 --------------- Cable--0.6% British Sky Broadcasting Group plc 6.875%, 2/23/09(a) 445 460,535 Cablevision Systems Corp. 8.00%, 4/15/12(a) 730 711,750 Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22(a) 1,400 1,766,097 Comcast Corp. 5.30%, 1/15/14(a) 1,025 974,591 DirecTV Holdings LLC Callable 6/15/10 @ 103.19 6.375%, 6/15/15(a) 705 696,188 --------------- 4,609,161 --------------- Chemicals--0.3% Ineos Group Holdings plc Callable 2/15/11 @ 104.25 8.50%, 2/15/16(a)(d) 730 693,500 ProLogis 7.05%, 7/15/06(a) 585 587,035 Union Carbide Corp. Debenture 7.75%, 10/01/96(a) 735 757,239 --------------- 2,037,774 --------------- Communications--1.7% AT&T Corp. Senior Note 9.05%, 11/15/11(a)(d) 1,085 1,172,895 9.75%, 11/15/31(a) 335 400,011 British Telecommunications plc 8.375%, 12/15/10(a) 1,920 2,141,555 Cox Enterprises, Inc. 4.375%, 5/01/08(a)(d) 1,155 1,121,186 Qwest Communications International, Inc. Callable 2/15/09 @ 103.75 7.50%, 2/15/14 665 684,950 Sprint Capital Corp. 8.375%, 3/15/12(a) 4,035 4,559,146 Telecom Italia Capital 4.00%, 1/15/10(a) 2,465 2,317,332 --------------- 12,397,075 --------------- Communications--Fixed--0.4% Qwest Corp. 8.875%, 3/15/12(a)(d) 195 217,913 Verizon Global Funding Corp. 4.90%, 9/15/15(a) 875 809,219 Vodafone Group plc 5.50%, 6/15/11(a) 1,625 1,609,983 --------------- 2,637,115 --------------- Communications--Mobile--0.9% AT&T Wireless Services, Inc. Senior Note 8.75%, 3/01/31(a) 705 892,916 Cingular Wireless LLC 5.625%, 12/15/06(a) 1,225 1,228,020 New Cingular Wireless Services, Inc. 7.875%, 3/01/11(a) 2,230 2,444,225 TELUS Corp. 7.50%, 6/01/07(a) 1,480 1,513,444 --------------- 6,078,605 --------------- Conglomerate/Miscellaneous--0.2% Hutchison Whampoa International Ltd. 7.45%, 11/24/33(a)(d) 1,170 1,276,186 --------------- Consumer Manufacturing--0.1% Fortune Brands, Inc. 2.875%, 12/01/06(a) 540 531,375 --------------- Energy--0.9% Amerada Hess Corp. 7.875%, 10/01/29(a) 900 1,047,998 Conoco, Inc. Senior Note 6.95%, 4/15/29(a) 1,150 1,300,986 Duke Energy Field Services Corp. 7.875%, 8/16/10(a) 360 390,763 Enterprise Products Operating LP Series B 5.60%, 10/15/14(a) 600 581,816 NRG Energy, Inc. Senior Note Callable 2/01/09 @ 107.25 7.25%, 2/01/14(a) 115 116,869 Callable 2/01/16 @ 103.69 7.375%, 2/01/16(a) 615 628,068 The Williams Cos., Inc. 7.875%, 9/01/21(a) 650 698,750 Valero Energy Corp. 6.875%, 4/15/12(a) 1,235 1,308,497 7.50%, 4/15/32(a) 510 586,352 --------------- 6,660,099 --------------- Financial--3.8% American General Finance Corp. Medium-Term Note 4.625%, 5/15/09(a) 2,160 2,115,899 Berkshire Hathaway Finance Corp. 4.20%, 12/15/10(a) 1,225 1,165,543 Boeing Capital Corp. Senior Note 4.75%, 8/25/08(a) 365 361,079 16 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report ================================================================================ Principal Amount (000) U.S. $ Value ================================================================================ BOI Capital Funding No. 2 Callable 2/01/16 @ 100.00 5.571%, 2/01/49(a)(d) $ 300 $ 287,271 CIT Group, Inc. Medium-Term Note 4.99%, 5/18/07(a)(b) 530 531,303 Senior Note 7.75%, 4/02/12(a) 1,100 1,212,467 Citigroup, Inc. Subordinated Note 5.01%, 6/09/09(a)(b) 720 721,830 5.00%, 9/15/14(a) 3,671 3,513,514 Core Investment Grade Trust 4.659%, 11/30/07(a) 3,295 3,255,460 CountryWide Home Loans, Inc. Medium-Term Note, Series L 4.00%, 3/22/11(a) 1,375 1,277,447 Dow Jones Cdx, High Yield 8.00%, 6/29/10(a) 3,754 3,833,773 General Electric Capital Corp. 4.375%, 11/21/11(a) 1,435 1,363,396 Goldman Sachs Group, Inc. 4.75%, 7/15/13(a) 650 614,069 5.125%, 1/15/15(a) 790 755,019 Household Finance Corp. 6.50%, 11/15/08(a) 1,880 1,932,749 7.00%, 5/15/12(a) 565 603,910 ILFC E-Capital Trust I Callable 12/21/10 @ 100.00 5.90%, 12/21/65(a)(d) 310 300,861 Kinder Morgan Finance 5.35%, 1/05/11(a) 1,845 1,815,578 Manufacturing Capital Finance, Ltd. Callable 7/25/16 @ 100.00 6.346%, 7/29/49(a) 615 605,183 Resona Bank, Ltd. 5.85%, 9/29/49(a)(d) 240 232,879 Resona Preferred Global Securities Callable 7/30/15 @ 100 7.191%, 12/29/49(a)(d) 450 469,533 --------------- 26,968,763 --------------- Food/Beverage--0.2% ConAgra Foods, Inc. 7.875%, 9/15/10(a) 341 367,942 6.75%, 9/15/11(a) 223 231,764 Kraft Foods, Inc. 5.25%, 10/01/13(a) 650 632,946 --------------- 1,232,652 --------------- Gaming--0.1% MGM Mirage 8.375%, 2/01/11(a) 655 691,025 Riviera Holdings Corp. Callable 6/15/06 @ 105.50 11.00%, 6/15/10(a) 220 233,750 --------------- 924,775 --------------- Healthcare--0.3% Humana, Inc. Senior Note 6.30%, 8/01/18(a) 685 696,673 Wellpoint, Inc. 3.75%, 12/14/07(a) 388 377,844 Wyeth 5.50%, 2/01/14(a) 1,019 1,005,460 --------------- 2,079,977 --------------- Industrial--0.1% Tyco International Group SA 6.00%, 11/15/13(a) 1,025 1,029,657 --------------- Insurance--0.8% Assurant, Inc. 5.625%, 2/15/14(a) 735 722,246 Liberty Mutual Group 5.75%, 3/15/14(a)(d) 855 831,134 Mangrove Bay Pass-Through Trust Callable 7/15/13 @ 100 6.102%, 7/15/33(a)(d) 810 782,355 MetLife, Inc. 5.00%, 11/24/13(a) 780 748,648 Royal & Sun Alliance Insurance Group plc 8.95%, 10/15/29(a) 510 644,917 Zurich Capital Trust Callable 6/01/07 @ 104.19 8.376%, 6/01/37(a)(d) 1,740 1,861,377 --------------- 5,590,677 --------------- Metals/Mining--0.2% AK Steel Corp. Callable 5/12/06 @ 101.31 7.875%, 2/15/09(a) 455 457,275 Ispat Inland ULC Callable 4/01/09 @ 104.88 9.75%, 4/01/14(a) 600 678,750 --------------- 1,136,025 --------------- Paper/Packaging--0.4% International Paper Co. 6.75%, 9/01/11(a) 5 5,193 5.30%, 4/01/15(a) 1,015 951,427 Packaging Corp. of America 5.75%, 8/01/13(a) 790 765,794 Weyerhaeuser Co. 5.95%, 11/01/08(a) 830 837,634 --------------- 2,560,048 --------------- Petroleum Products--0.1% Tengizchevroil Finance Co. 6.124%, 11/15/14(a)(d) 405 402,975 --------------- Public Utilities--Electric & Gas--1.9% Carolina Power & Light Co. 6.50%, 7/15/12(a) 1,135 1,182,718 Schedule of Investments--Intermediate Duration Institutional Portfolio 17 ================================================================================ Principal Amount (000) U.S. $ Value ================================================================================ Consumers Energy Co. Series C 4.25%, 4/15/08(a) $ 600 $ 585,157 Duke Capital LLC Senior Note 5.50%, 3/01/14(a) 660 645,337 8.00%, 10/01/19(a) 1,085 1,267,156 Exelon Corp. 6.75%, 5/01/11(a) 1,515 1,581,698 FirstEnergy Corp. Series B 6.45%, 11/15/11(a) 1,415 1,464,150 Series C 7.375%, 11/15/31(a) 1,500 1,666,159 MidAmerican Energy Holdings Co. Senior Note 5.875%, 10/01/12(a) 410 413,799 6.125%, 4/01/36(a)(d) 830 812,494 Nisource Finance Corp. 7.875%, 11/15/10(a) 590 639,976 Pacific Gas & Electric Co. 4.80%, 3/01/14(a) 960 907,794 Progress Energy, Inc. 7.10%, 3/01/11(a) 895 949,235 Public Service Co. of Colorado 7.875%, 10/01/12(a) 410 463,682 TXU Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)(d) 1,150 1,182,083 --------------- 13,761,438 --------------- Public Utilities--Telephone--0.3% Bell Atlantic New Jersey, Inc. Debenture 5.875%, 1/17/12(a) 1,175 1,164,851 Telecom Italia Capital 4.00%, 11/15/08(a) 645 621,506 6.375%, 11/15/33(a) 270 254,422 --------------- 2,040,779 --------------- Service--0.3% Pershing Road Development Co. LLC Callable 6/01/06 @ 101.50 5.22%, 9/01/26(a)(b)(d) 2,015 2,015,000 --------------- Supermarket/Drug--0.1% Safeway, Inc. 6.50%, 3/01/11(a) 350 360,494 7.25%, 2/01/31(a) 585 619,913 --------------- 980,407 --------------- Technology--0.5% Cisco Systems, Inc. 5.25%, 2/22/11(a) 630 624,624 International Business Machines Corp. Medium-Term Note 4.375%, 6/01/09(a) 355 346,315 Motorola, Inc. 7.625%, 11/15/10(a) 111 121,067 Oracle Corp. 5.25%, 1/15/16(a)(d) 2,885 2,767,560 --------------- 3,859,566 --------------- Total Corporate Debt Obligations (cost $127,541,841) 125,526,725 --------------- ================================================================================ COMMERCIAL MORTGAGE-BACKED SECURITIES-8.7% - -------------------------------------------------------------------------------- Banc of America Commercial Mortgage, Inc. Series 2004-3 Class A5 5.304%, 6/10/39(a) 2,845 2,824,032 Series 2004-4 Class A3 4.128%, 7/10/42(a) 1,900 1,828,712 Series 2005-1 Class A3 4.877%, 11/10/42(a) 2,650 2,602,300 Series 2004-6 Class A2 4.161%, 12/10/42(a) 2,565 2,462,143 Bear Stearns Commercial Mortgage Securities, Inc. Series 2005-T18 Class A4 4.933%, 2/13/42(a) 2,520 2,406,449 Series 2003-CK2 Class A2 3.861%, 3/15/36(a) 1,695 1,639,387 Series 2004-C5 Class A2 4.183%, 11/15/37(a) 2,170 2,083,699 Series 2005-C1 Class A4 5.014%, 2/15/38(a) 2,150 2,063,656 GE Capital Commercial Mortgage Corp. Series 2005-C3 Class A3FX 4.863%, 7/10/45(a) 2,370 2,322,126 Goldman Sachs Mortgage Securities Corp. II Series 2006-GG6 Class A2 5.506%, 4/10/38(a) 1,940 1,946,829 Greenwich Capital Commercial Funding Corp. Series 2003-C1 Class A4 4.111%, 7/05/35(a) 2,035 1,870,165 Series 2003-C2 Class A3 4.533%, 1/05/36(a) 895 861,446 Series 2005-GG3 Class A2 4.305%, 8/10/42(a) 2,620 2,526,780 JP Morgan Chase Commercial Mortgage Securities Series 2004-C1 Class A2 4.302%, 1/15/38(a) 245 232,613 Series 2005-LDP3 Class A2 4.851%, 8/15/42(a) 2,085 2,038,296 Series 2005-LDP4 Class A2 4.79%, 10/15/42(a) 1,945 1,896,142 Series 2006-CB14 Class A4 5.481%, 12/12/44(a) 1,380 1,367,428 Series 2005-LDP1 Class A2 4.625%, 3/15/46(a) 2,665 2,592,059 18 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report ================================================================================ Principal Amount (000) U.S. $ Value ================================================================================ Series 2005-LDP1 Class A4 5.038%, 3/15/46(a) $ 2,620 $ 2,518,056 LB-UBS Commercial Mortgage Trust Series 2004-C7 Class A2 3.992%, 10/15/29(a) 1,975 1,889,107 Series 2004-C8 Class A2 4.201%, 12/15/29(a) 2,025 1,948,901 Series 2005-C1 Class A4 4.742%, 2/15/30(a) 1,760 1,660,208 Series 2005-C7 Class A4 5.197%, 11/15/30(a) 1,965 1,909,674 Series 2006-C1 Class A4 5.156%, 2/15/31(a) 1,965 1,904,282 Merrill Lynch Commercial Mortgage Trust Series 2006-1 Class A2 5.439%, 2/12/39(a) 1,660 1,660,017 Merrill Lynch Mortgage Trust Series 2005-CKI1 Class A6 5.245%, 11/12/37(a) 1,730 1,696,334 Series 2005-MKB2 Class A2 4.806%, 9/12/42(a) 3,175 3,108,611 Morgan Stanley Capital I Series 2005-T17 Class A5 4.78%, 12/13/41(a) 2,850 2,697,382 Series 2005-HQ5 Class A4 5.168%, 1/14/42(a) 3,745 3,639,054 Series 2004-T13 Class A2 3.94%, 9/13/45(a) 1,555 1,474,544 --------------- Total Commercial Mortgage Backed Securities (cost $63,700,726) 61,670,432 --------------- ================================================================================ ASSET-BACKED SECURITIES--5.4% - -------------------------------------------------------------------------------- Aegis Asset Backed Securities Trust Series 2004-3 Class A2A 5.018%, 9/25/35(a)(b) 896 896,265 American Express Credit Account Master Trust Series 2005-1 Class A 4.779%, 10/15/12(a)(b) 1,910 1,911,203 Asset Backed Funding Corp. Series 2003-WF1 Class A2 5.331%, 12/25/32(a)(b) 654 659,104 Bank One Issuance Trust Series 2004-A4 Class A4 4.789%, 2/16/10(a)(b) 1,910 1,911,108 Bear Stearns Asset Backed Securities, Inc. Series 2005-SD1 Class 1A1 4.968%, 4/25/22(a)(b) 772 772,031 Capital Auto Receivables Asset Trust Series 2005-SN1A Class A3A 4.10%, 6/15/08(a) 2,300 2,274,493 Citifinancial Mortgage Securities, Inc. Series 2003-1 Class AFPT 3.36%, 1/25/33(a) 594 546,806 Credit-Based Asset Servicing & Securities Trust Series 2005-CB7 Class AF2 5.147%, 11/25/35(a) 1,490 1,464,864 CS First Boston Mortgage Securities Corp. Series 2006-1 Class A2 5.30%, 5/25/36(a) 840 836,598 GE-WMC Mortgage Securities LLC Series 2005-2 Class A2B 4.988%, 12/25/35(a)(b) 1,785 1,782,840 Home Equity Mortgage Trust Series 2005-2 Class A1 4.998%, 7/25/35(a)(b) 716 715,826 Series 2005-4 Class A3 4.742%, 1/25/36(a) 1,605 1,578,116 Household Home Equity Loan Trust Series 2005-3 Class A1 5.036%, 1/20/35(a)(b) 1,841 1,842,433 HSI Asset Securitization Corp. Trust Series 2006-OPT2 Class 2A1 4.898%, 1/25/36(a) 1,733 1,732,548 Master Asset Backed Securities Trust Series 2004-HE1 Class A1 5.218%, 9/25/34(a) 2,734 2,743,211 Merrill Lynch Mortgage Investment, Inc. Series 2006-A1 Class A1 6.233%, 3/25/36(a) 3,450 3,472,908 Morgan Stanley ABS Capital I Series 2004-HE4 Class A3 5.018%, 5/25/34(a)(b) 9 9,399 Novastar Home Equity Loan Series 2001-1 Class A1 5.378%, 7/25/31(a)(b) 606 606,415 Residential Asset Mortgage Products, Inc. Series 2005-RS3 Class AIA2 4.988%, 3/25/35(a)(b) 1,785 1,784,161 Series 2005-RZ1 Class A2 5.018%, 4/25/35(a) 2,565 2,565,000 Residential Asset Securities Corp. Series 2004-KS7 Class AI1 4.968%, 10/25/21(a)(b) 63 62,773 Series 2002-KS7 Class A2 5.188%, 11/25/32(a)(b) 490 490,957 Residential Funding Mortgage Securities II Series 2005-HI2 Class A3 4.46%, 5/25/35(a) 1,100 1,079,551 Saxon Asset Securities Trust Series 2005-4 Class A2B 4.998%, 11/25/37(a)(b) 1,825 1,825,000 SLM Student Loan Trust Series 2003-C Class A1 5.01%, 9/15/16(a)(b) 1,654 1,655,689 Specialty Underwriting & Residential Finance Series 2006-BC1 Class A2A 4.65%, 12/25/36(a) 1,759 1,759,319 Structured Asset Investment Loan Trust Series 2004-5 Class A2 4.998%, 5/25/34(a)(b) 116 115,910 Schedule of Investments--Intermediate Duration Institutional Portfolio 19 ================================================================================ Principal Amount (000) U.S. $ Value ================================================================================ Series 2006-1 Class A1 4.898%, 1/25/36(a) $ 1,606 $ 1,606,413 --------------- Total Asset-Backed Securities (cost $38,837,031) 38,700,941 --------------- ================================================================================ COLLATERALIZED MORTGAGE OBLIGATIONS--5.3% - -------------------------------------------------------------------------------- American Home Mortgage Investment Trust Series 2005-4 Class 5A 5.35%, 11/25/45(a) 3,777 3,761,332 Bear Stearns Alt-A Trust Series 2005-10 Class 24A1 5.993%, 1/25/36(a) 3,328 3,343,588 Series 2006-1 Class 22A1 5.453%, 2/25/36(a) 4,200 4,170,905 Series 2006-2 Class 23A1 6.00%, 3/25/36(a) 3,505 3,511,379 Citigroup Mortgage Loan Trust, Inc. Series 2005-2 Class 1A4 5.126%, 5/25/35(a) 3,996 3,920,676 IndyMac Index Mortgage Loan Trust Series 2006-AR7 Class 4A1 6.265%, 3/25/36(a) 2,175 2,192,291 J.P. Morgan Alternative Loan Trust Series 2006-S1 Class 3A1 4.715%, 3/25/36(a) 1,657 1,656,924 Residential Accredit Loans, Inc. Series 2006-QS2 Class 1A9 5.50%, 2/25/36(a) 4,085 4,057,313 Residential Funding Mortgage Securities, Inc. Series 2005-SA3 Class 3A 5.249%, 8/25/35(a) 2,631 2,586,071 Structured Adjustment Mortgage Loan Trust Series 2006-3 Class 2A1 6.017%, 4/25/36(a) 2,830 2,841,054 Structured Asset Mortgage Investment, Inc. Series 2004-AR5 Class 1A1 5.106%, 10/19/34(a) 4,349 4,347,040 Washington Mutual, Inc. Series 2005-AR2 Class 2A22 5.038%, 1/25/45(a)(b) 1,157 1,156,627 --------------- Total Collateralized Mortgage Obligations (cost $37,681,782) 37,545,200 --------------- ================================================================================ NON U.S. DOLLAR SOVEREIGN DEBT--11.9% - -------------------------------------------------------------------------------- Australia (Commonwealth of) 6.00%, 2/15/17(a) AUD 19,210 14,388,106 Japan (Government of) .70%, 6/20/10(a) JPY 1,739,000 14,485,841 Poland (Government of) 6.25%, 10/24/15(a) PLN 21,365 7,216,411 Sweden (Kingdom of) Series 1043 5.00%, 1/28/09(a) SEK 103,195 13,898,896 Sweden (Kingdom of) 5.25%, 3/15/11(a) SEK 92,625 12,847,504 United Mexican States 10.00%, 12/05/24(a) MXN 215,270 22,047,779 --------------- Total Non U.S. Dollar Sovereign Debt (cost $85,453,380) 84,884,537 --------------- ================================================================================ U.S. DOLLAR SOVEREIGN DEBT--2.4% - -------------------------------------------------------------------------------- Brazilian (Republic of) 8.25%, 1/20/34(a) $ 6,620 7,291,930 Panama (Republic of) 6.70%, 1/26/36(a) 1,470 1,466,325 Peru (Republic of) 7.35%, 7/21/25(a) 1,470 1,440,600 Russian Federation 5.00%, 3/31/30(a) 3,110 3,402,340 Ukraine (Republic of) 7.65%, 6/11/13(a) 1,400 1,468,600 7.50%, 4/08/33(a) 1,530 1,705,950 --------------- Total U.S. Dollar Sovereign Debt (cost $16,518,401) 16,775,745 --------------- ================================================================================ SHORT-TERM INVESTMENTS--26.6% - -------------------------------------------------------------------------------- Commercial Paper-10.6% AIG Funding, Inc. 4.63%, 4/12/06(f) 25,000 24,971,062 Bear Stearns & Co., Inc. 4.66%, 4/12/06(f) 25,000 24,970,875 Deutsche Bank 4.62%, 4/12/06(f) 25,000 24,971,125 --------------- 74,913,062 --------------- U.S. Government & Government Sponsored Agency Obligations--16.0% Federal Home Loan Mortgage Corp. Zero Coupon, 4/12/06-5/11/06(f) 81,455 81,215,830 Federal National Mortgage Association Zero Coupon, 4/18/06(e)(f) 32,765 32,704,338 --------------- 113,920,168 --------------- Total Short-Term Investments (cost $188,833,230) 188,833,230 --------------- Total Investments--124.8% (cost $895,142,178)(g) 886,186,025 Other assets less liabilities--(24.8)% (176,183,343) --------------- Net Assets--100% $ 710,002,682 --------------- 20 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report ================================================================================ INTEREST RATE SWAP CONTRACTS - -------------------------------------------------------------------------------- Rate Type --------------------------------- Payments Unrealized Notional Amount Received by the Payments Made by Appreciation/ Swap Counterparty (000) Termination Date Portfolio the Portfolio (Depreciation) - -------------------------------------------------------------------------------------------------------- Lehman Brothers 10,130 11/02/07 3 month LIBOR+ 4.814% $ 35,729 Lehman Brothers 24,500 10/28/07 BMA* 4.800% 81,256 Lehman Brothers 16,000 1/23/08 3 month LIBOR+ 4.777% (146,826) * Variable interest based on the BMA (Bond Market Association) Municipal Swap Index, which fluctuates weekly. + Interest based on LIBOR (London Interbank Offered Rate). ================================================================================ CREDIT DEFAULT SWAP CONTRACTS - -------------------------------------------------------------------------------- Unrealized Swap Counterparty & Notional Amount Appreciation/ Referenced Obligation (000) Interest Rate Termination Date (Depreciation) - ------------------------------------------------------------------------------------------------- Sell Contracts JP Morgan Chase Dow Jones High Volume 4.00%, 6/20/10 19,000 0.90% 6/20/10 $ (18,342) JP Morgan Chase Dow Jones High Volume 4.00%, 6/20/10 3,000 0.90% 6/20/10 41,073 ================================================================================ FORWARD EXCHANGE CURRENCY CONTRACTS - -------------------------------------------------------------------------------- Contract Unrealized Amount U.S. $ Value on U.S. $ Appreciation/ (000) Origination Date Current Value (Depreciation) - -------------------------------------------------------------------------------------------------------- Purchase Contracts Japanese Yen Settling 4/03/06 3,346,071 $ 28,587,236 $ 28,441,538 $ (145,698) Sales Contracts Australian Dollar Settling 4/26/06 20,503 14,707,159 14,670,556 36,603 Japanese Yen Settling 4/03/06 3,346,071 28,746,315 28,441,538 304,777 Japanese Yen Settling 5/08/06 1,761,628 15,076,878 15,049,237 27,641 Mexican Peso Settling 4/25/06 113,046 10,415,465 10,368,550 46,915 Polish Zloty Settling 4/11/06 24,098 7,470,451 7,448,635 21,816 Swedish Krona Settling 4/20/06 220,019 28,611,178 28,291,896 319,282 ================================================================================ FINANCIAL FUTURES CONTRACTS SOLD - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------ Number of Value at Unrealized Type Contracts Expiration Month Original Value March 31, 2006 Depreciatin - ------------------------------------------------------------------------------------------------------ U.S. Treasury Bonds Futures 27 June 2006 $ 2,947,140 $ 2,947,219 $ 79 Schedule of Investments--Intermediate Duration Institutional Portfolio 21 ================================================================================ (a) Positions, or portion thereof, with an aggregate market value of $511,269,887 have been segregated to collateralize open forward exchange currency contracts. (b) Variable rate coupon, rate shown as of March 31, 2006. (c) When-issued security. (d) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2006, the aggregate market value of these securities amounted to $17,849,437 or 2.5% of net assets. (e) Represents entire or partial position segregated as collateral for swaps. (f) Represents entire or partial position segregated as collateral for when-issued securities. (g) At March 31, 2006, the cost basis of investment securities owned was substantially identical for both book and tax. Gross unrealized appreciation of investments was $2,179,933 and gross unrealized depreciation of investments was $11,136,086, resulting in net unrealized depreciation of $8,956,153 (excluding swap and future transactions). Explanation of abbreviation: TBA--To Be Announced Currency Abbreviations: AUD--Australian Dollar JPY--Japanese Yen MZN--Mexican Peso PLN--Polish Zloty SEK--Swedish Krona Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser. See notes to financial statements. 22 Sanford C. Bernstein Fund, Inc.--2006 Semiannual Report This page intentionally left blank. This page intentionally left blank. This page intentionally left blank. SCB-TAX-0860-0506 ITEM 2. CODE OF ETHICS. Not applicable when filing a semi-annual report to shareholders. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable when filing a semi-annual report to shareholders. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable when filing a semi-annual report to shareholders. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicaNot applicable to the registrant. ITEM 6. SCHEDULE OF INVESTMENTS. Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable to the registrant. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable to the registrant. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund's Board of Directors since the Fund last provided disclosure in response to this item. 3 ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. (b) There were no changes in the registrant's internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. The following exhibits are attached to this Form N-CSR: EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 12(b)(1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 12(b)(2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 12(c) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Sanford C. Bernstein Fund, Inc. By: /s/ Marc O. Mayer ----------------- Marc O. Mayer President Date: May 29, 2006 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Marc O. Mayer ----------------- Marc O. Mayer President Date: May 29, 2006 By: /s/ Mark D. Gersten ------------------- Mark D. Gersten Treasurer and Chief Financial Officer Date: May 29, 2006 00250.0073 #462870v4