UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21673
THE ALLIANCEBERNSTEIN POOLING PORTFOLIOS
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 221-5672
Date of fiscal year end: August 31, 2007
Date of reporting period: February 28, 2007
ITEM 1. REPORTS TO STOCKHOLDERS.
AllianceBernstein Pooling Portfolios
U.S. Value
U.S. Large Cap Growth
Global Real Estate Investment
International Value
International Growth
Small-Mid Cap Value
Small-Mid Cap Growth
Global Value
Global Research Growth
Short Duration Bond
Intermediate Duration Bond
Inflation Protected Securities
High-Yield
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Semi-Annual Report
February 28, 2007
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[LOGO]
ALLIANCEBERNSTEIN
INVESTMENTS
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Investment Products Offered
o Are Not FDIC Insured
o May Lose Value
o Are Not Bank Guaranteed
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The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that your shares, when redeemed, may be worth more or less than
their original cost. You should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. For a free copy of
the Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or
AllianceBernstein(R) at (800) 227-4618. Please read the prospectus carefully
before you invest.
You may obtain performance information current to the most recent month-end by
visiting www.alliancebernstein.com.
This shareholder report must be preceded or accompanied by the Fund's
prospectus for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund's proxy voting policies and
procedures, and information regarding how the Fund voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30,
without charge. Simply visit AllianceBernstein's web site at
www.alliancebernstein.com, or go to the Securities and Exchange Commission's
(the "Commission") web site at www.sec.gov, or call AllianceBernstein at (800)
227-4618.
The Fund files its complete schedule of portfolio holdings with the Commission
for the first and third quarters of each fiscal year on Form N-Q. The Fund's
Forms N-Q are available on the Commission's web site at www.sec.gov. The Fund's
Forms N-Q may also be reviewed and copied at the Commission's Public Reference
Room in Washington, DC; information on the operation of the Public Reference
Room may be obtained by calling (800) SEC-0330.
AllianceBernstein Investments, Inc. is an affiliate of AllianceBernstein L.P.,
the manager of the AllianceBernstein funds, and is a member of the NASD.
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
April 26, 2007
Semi-Annual Report
This report provides management's discussion of fund performance for the
AllianceBernstein Pooling Portfolios (collectively, the "Portfolios";
individually, the "Portfolio") for the semi-annual reporting period ended
February 28, 2007.
The tables on pages 27-39 show each Portfolio's performance for the six- and
12-month periods ended February 28, 2007, compared to their respective
benchmarks. Additional performance can be found on pages 40-43. Each
Portfolio's benchmark is as follows: U.S. Value Portfolio--Russell 1000 Value
Index; U.S. Large Cap Growth Portfolio--Russell 1000 Growth Index; Global Real
Estate Investment Portfolio--FTSE EPRA/NAREIT Global Real Estate Index; Global
Research Growth Portfolio--Morgan Stanley Capital International (MSCI) World
Index; Global Value Portfolio--MSCI World Index; International Value
Portfolio--Morgan Stanley Capital International Europe, Australasia, Far East
(MSCI EAFE) Value Index; International Growth Portfolio--MSCI EAFE Growth
Index; Small-Mid Cap Value Portfolio--Russell 2500 Value Index; Small-Mid Cap
Growth Portfolio--Russell 2500 Growth Index; Short Duration Bond
Portfolio--Merrill Lynch 1-3 Year Treasury Index; Intermediate Duration Bond
Portfolio--Lehman Brothers (LB) U.S. Aggregate Index; Inflation Protected
Securities Portfolio--LB 1-10 Year TIPS Index; High Yield Portfolio--LB High
Yield Index (2% constrained).
U.S. Value Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital by investing primarily in a
diversified portfolio of equity securities of U.S. companies with relatively
larger market capitalizations as compared to the overall U.S. equity market,
emphasizing investment in companies that Alliance's Bernstein unit
("Bernstein") determines to be undervalued. In selecting securities for the
Portfolio, Bernstein uses its fundamental research to identify companies whose
long-term earnings power and dividend-paying capability are not reflected in
the current market price of their securities. Under normal circumstances, the
Portfolio invests at least 80% of its net assets in equity securities issued by
U.S. companies.
Investment Results
The Portfolio outperformed its benchmark, the Russell 1000 Value Index, for the
six-month period ended February 28, 2007, due to stock selection. For the
six-month period, stock selection within consumer staples, industrial resources
and energy helped relative performance, while stocks within consumer growth and
financial hurt. From a sector perspective, an overweight position in consumer
cyclicals and underweight positions in energy and consumer growth helped
relative performance, while an overweight in consumer staples and an
underweight in utilities detracted from performance. During the 12-month
period, the Portfolio underperformed the benchmark. For the 12-month period,
stock selection in consumer growth and utilities added the most to performance,
while consumer cyclicals, financial and technology hurt.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 1
Overweight positions in consumer staples and consumer cyclicals helped
performance, while an overweight position in technology and an underweight
position in utilities detracted.
Market Review and Investment Strategy
Despite a sell-off in late February, U.S. equities extended their rally during
the six- and 12-month periods ended February 28, 2007. Strong corporate
earnings, a supportive economic outlook and booming merger and acquisition
(M&A) activity contributed to this performance. The strength of corporate
balance sheets and the growing confidence of managers led to continued
acceleration in the pace of M&A activity. Stimulated by historically low
borrowing costs and the receptivity of financial markets to the issuance of new
equity and debt, the value of deals in 2006 reached a new record. By asset
class, value stocks continued to post strong gains. In fact, 2006 marked the
seventh consecutive calendar year of U.S. value outperformance versus growth.
Valuation spreads between the most attractively priced and the most expensive
stocks are unusually compressed, as investors have been lulled into complacency
by years of solid economic and corporate profit growth and steadily rising
stock prices. Thus, the value opportunity as the Portfolio's U.S. Value
Investment Policy Group (the "Group") measures it remains below average. A
central tenet underpinning the Portfolio's investment process is to keep
portfolio risk proportional to the value opportunity; hence, tracking error
versus the broad market and the Russell 1000 Value Index remains low. The Group
continues to rely on its bottom-up fundamental research to uncover attractive
opportunities.
U.S. Large Cap Growth Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests
primarily in equity securities of U.S. companies with relatively larger market
capitalizations as compared to the overall U.S. equity market. The Portfolio
focuses on a relatively small number of large, intensively researched U.S.
companies that AllianceBernstein believes have strong management, superior
industry positions, excellent balance sheets and superior earnings growth
prospects. AllianceBernstein relies heavily on the fundamental analysis and
research of its internal research staff to select the Portfolio's investments.
Under normal circumstances, the Portfolio invests at least 80% of its net
assets in equity securities issued by large-cap U.S. companies.
Investment Results
During the six-month period ended February 28, 2007, the Portfolio
underperformed its benchmark, the Russell 1000 Growth Index, primarily due to
overall security selection. The Portfolio lost the most ground relative to the
Index in the health care sector, largely due to adverse stock selection,
although modestly overweighting this underperforming sector also detracted from
performance. In the consumer discretionary sector, the Portfolio lagged the
Index due to both subpar stock selection and modestly underweighting this
outperforming sector. The Portfolio lost some ground in the technology sector
due to somewhat weaker stock selection, and it lagged
2 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
the Index in the energy sector due to an overweighted position in this weakest
performing sector in the Index for the six-month period. The Portfolio gained
the most ground on the Index in the financial services sector due to both
better stock selection and substantially overweighting this outperforming
sector.
During the 12-month period ended February 28, 2007, the Portfolio significantly
underperformed its benchmark, the Russell 1000 Growth Index, primarily due to
adverse stock selection. Specifically, stock selection in the technology,
health care and consumer discretionary sectors accounted for a loss of almost
700 basis points relative to the Index. Additionally, the Portfolio lagged the
Index in the energy sector due to an overweighted position in this weakest
performing sector in the Index for the 12-month period. The Portfolio gained
the most ground relative to the Index in the financial services sector entirely
due to an overweighted position in this outperforming sector.
Market Review and Investment Strategy
The six- and 12-month periods ended February 28, 2007, were difficult for
AllianceBernstein's U.S. Large Cap Growth service. A significant factor in the
Portfolio's underperformance is that the Portfolio has been more skewed toward
the fastest-growing companies than those contained in the Russell 1000 Growth
Index during a time when growth was especially out of favor. Value stocks
significantly outperformed growth stocks for the 12-month period, with the
Russell 1000 Value Index gaining 16.61%, while the Russell 1000 Growth Index
was up 8.05%.
The Portfolio remains aggressively positioned because the Portfolio's U.S.
Large Cap Growth Team (the "Team") continues to believe that the current
opportunity for growth stocks is as attractive as it has experienced in the
last 20 years. Given the mismatches between earnings growth potential and
valuation that pervade today's market, the team has a unique opportunity to
capitalize on investor aversion to the highest quality U.S. growth companies.
As has been the case for some time now, future year earnings growth forecasts
for the Russell 1000 Growth Index are at or above historical averages, yet the
premiums (relative to the broad market) that investors must pay for this
superior growth have remained near the lowest on record. Consequently, the
Portfolio is invested in some of the fastest-growing companies at a minimal
price premium.
Global Real Estate Investment Portfolio Investment Objective and Policies
The Portfolio seeks total return from a combination of income and long-term
growth of capital. The Portfolio invests primarily in equity securities of real
estate investment trusts ("REITs") and other real estate industry companies.
Under normal circumstances, the Portfolio invests at least 80% of its net
assets in these types of securities. The Portfolio's investment policies
emphasize investment in real estate companies that Bernstein believes have
strong property fundamentals and management teams. The Portfolio seeks to
invest in real estate companies whose underlying portfolios are diver-
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 3
sified geographically and by property type. The Portfolio may invest up to 20%
of its total assets in mortgage-backed securities, which are securities that
directly or indirectly represent participations in, or are collateralized by
and payable from, mortgage loans secured by real property. The Portfolio may
from time to time enter into currency futures contracts or currency forward
contracts.
Investment Results
The Portfolio outperformed its benchmark, the FTSE EPRA/NAREIT Global Real
Estate Index, for the six-month period ended February 28, 2007, primarily due
to security selection. Although the Portfolio achieved strong absolute returns,
the cash level required to manage the Portfolio detracted from relative
performance.
Security selection was strong in France, Canada and the United States. In
France, retail and office investments continued to perform well. In Alberta,
Canada, the strength of the local economy, underpinned by energy-related
activity, led to strong employment growth. A severe housing shortage has
developed in many cities within the province. Residential apartment supply is
not yet on the horizon, partly due to current rents that do not yet justify
construction and strained labor markets where construction workers are
difficult to attract. The Portfolio's investment in a residential owner with
exposure to Alberta outperformed significantly on the back of high rental
demand, prospects of healthy rent increases and no evidence of new supply. In
Japan, J-REITs led the way during the 12-month period, supported by increases
in earnings forecasts and continued strength in office markets. However, during
this most recent period, U.S. lodging names produced weak returns. As the U.S.
economy slowed, investors grew concerned about lodging revenues due to the very
short nature of their rental contracts (typically just one night).
The Portfolio also outperformed its benchmark for the 12-month period ended
February 28, 2007. Security selection across countries and property sectors
drove the Portfolio's return premium during this period. Again, the Portfolio
achieved strong absolute returns; however, the level of cash holdings required
to manage the Portfolio detracted from relative performance.
Security selection was most positive in Hong Kong, Japan and Canada. In Hong
Kong, the Portfolio's investments in developers with exposure to luxury
residential buildings drove outperformance. A very successful December
government land auction demonstrated developers' confidence in Hong Kong
residential fundamentals, especially for luxury housing. Unexpected declines in
mortgage rates during the second half of the reporting period also contributed
to positive investor sentiment towards housing developer stocks in Hong Kong.
In Japan, two of the Portfolio's investments in office development companies
added to relative returns. These companies develop and own office properties in
Tokyo's Five Wards, which is the most important central business district area
of the country. Fundamentals for Tokyo office properties continued to improve
during the year; an acceleration of this trend occurred towards the end of the
reporting period.
4 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The Portfolio's overall overweight position in France and underweight position
in the United Kingdom also contributed positively to performance. Two of the
Portfolio's overweight holdings in France, exposed to retail and office,
performed strongly. In the United Kingdom, an underweight position in a
shopping center owner with a rich net asset valuation helped relative
performance.
Security selection was strong in several of the property sectors, namely,
retail, diversified and industrial/office properties. The Portfolio's French
retail investments performed particularly well, supported by a favorable
supply-demand balance in retail space, rising consumer confidence and retail
sales in this country. The constructive retail environment throughout France
added to an improved office market in Paris, underpinning the positive
contribution of one of the Portfolio's French investments. This company has
exposure to retail, office and convention-related properties. Strict zoning
regulation, particularly for retail developments, has created barriers for new
development and resulted in a very strong rental environment for retail
properties in France.
Market Review and Investment Strategy
Global real estate equities performed strongly during the six- and 12-month
periods ended February 28, 2007. For most property sectors and regions,
fundamentals improved significantly during the 12-month period. North American
property markets are experiencing the strongest fundamentals, led by office and
retail property owners. The U.S. economy continues to expand and create jobs,
and as a consequence, U.S. office properties are experiencing a recovery in
their fundamentals. Private equity activity has continued in the U.S., with a
particular focus on office properties. The privatization of a very large office
owner took place during the last month of the reporting period, after a well
publicized bidding war between a private equity company and a public REIT.
Most sectors are stable in Canada with notable strength experienced in regions
exposed to the energy industry. United Kingdom office owners are currently
facing strengthening fundamentals and rising rents. However, retail growth
prospects in the United Kingdom may be less robust as consumer spending appears
to be losing steam and some retail formats such as in-town shopping centers and
bulky goods outlets have begun to show declining growth.
During the second half of the reporting period, Hong Kong experienced a
recovery in property stocks, after a weaker first half was impacted by rising
interest rates. Singapore property markets continue to show strength.
Fundamentals are favorable for office and retail owners as well as residential
developers. Office rental growth continues to exceed consensus expectations.
Japan's office sector has begun a strong visible improvement after many years
of high vacancies and rent declines. Europe is also on the upswing. Recovery is
evident in those office markets most affected by the decline in technology
activity after the technology-boom collapse.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 5
The Portfolio's strategy focuses on companies with the most attractive
valuation and in the most attractive markets from a fundamental real estate
perspective. During the reporting period, an overweight position in Canadian
property stocks was maintained due to their attractive valuation and stable
fundamentals. U.S. property stocks were underweighted due to valuation. From a
country perspective, Hong Kong and France were overweighted due to attractively
priced companies in these countries.
Global Research Growth Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests
primarily in a global portfolio of equity securities of companies within
various market sectors selected by the Adviser for their growth potential. The
Portfolio invests, under normal circumstances, in the equity securities of
companies based in at least three countries (and normally substantially more),
one of which may be the United States. The Portfolio also invests in securities
of companies in emerging markets.
Investment Results
The Portfolio underperformed its benchmark, the MSCI World Index, since its
inception through February 28, 2007. A majority of the Portfolio's
underperformance can be attributed to unfavorable sector selection. The
Portfolio's underweight positions in utilities and telecommunications relative
to the benchmark contributed negatively to relative performance. Overweight
positions in energy and health care also hindered the Portfolio's relative
return. Unfavorable security selection in materials, energy and financials
contributed most negatively to relative performance. Positive stock selection
within the health care sector was the largest contributor to relative
performance. Stock selection within the consumer staples and industrial sectors
were modest positive contributors to relative returns. On a country level, the
Portfolio benefited from its exposure to China, Switzerland and the United
Kingdom. Favorable stock selection within the United Kingdom and Switzerland
contributed positively to relative performance. However, this performance could
not offset the large relative negative contribution from security selection
within the United States.
The Portfolio also underperformed its benchmark during the six-month period
ended February 28, 2007. Security selection was strong, but poor sector
selection hindered performance. Overweight positions in health care and energy
had a negative impact on performance, but was partially offset by positive
stock selection within these two sectors. Underweight positions in
telecommunications and utilities were also a drag on relative performance.
Stock selection within most sectors made a relative positive contribution to
performance with the financial sector making the most significant contribution.
On a country level, China made the most notable contribution to relative
performance followed by the United Kingdom and Mexico, while Germany and Spain
contributed negatively to relative performance. Negative security selection
within the United States overwhelmed the relative positive contribution from
security selection within the United Kingdom, Switzerland and Brazil.
6 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Market Review and Investment Strategy
The global markets performed very well during the nine-month period ended
February 28, 2007. In June and July, the markets were volatile as investors
appeared concerned about the prospects of economic growth. By late July,
however, investors appeared to regain confidence, and the markets advanced
steadily for the remainder of the period.
Several notable changes in sectors weights were made to the Portfolio over the
past nine months. Financial sector exposure was increased from a modest
underweight to a modest overweight. Specifically within finance, the capital
markets and commercial bank exposure was increased relative to the benchmark.
The energy weighting was reduced from an overweight to a modest underweight
position. The most significant change within energy was a reduction of
oil-service stocks, although the Portfolio still remains modestly overweight
relative to the benchmark.
Global Value Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio will invest
primarily in a diversified portfolio of equity securities of established
companies selected from more than 40 industries and from more than 40 developed
and emerging market countries, including the United States. The Portfolio
normally invests in companies in at least three countries, generally including
the United States. Other such countries currently include the developed nations
in Europe and the Far East, Canada, Australia and emerging market countries
worldwide. The Portfolio's investment policies emphasize investment in
companies that are determined by the Adviser to be undervalued, using the
Bernstein fundamental value approach.
Investment Results
The Portfolio outperformed its benchmark, the MSCI World Index, for the
six-month period ended February 28, 2007, and since the Portfolio's inception
due to favorable stock selection. For both periods, stocks within
transportation and consumer staples helped the most. For the six-month period,
energy stocks also helped, while for the since inception period, industrial
commodities stocks added to performance. Detracting from performance were
finance and medical stocks for both periods, along with capital equipment
stocks during the six-month period and utilities stocks since the Portfolio's
inception.
From a sector perspective, an underweight position in the medical sector and an
overweight position in the industrial commodities sector contributed positively
to performance for both periods, while an overweight in the transportation
sector also helped for the six-month period and an underweight in the
technology/electronics sector helped for the since inception period.
Contributing negatively to performance for both periods were overweight
positions in energy and underweight positions in construction and housing. For
the six-month period, an underweight in consumer cyclicals also detracted from
the Portfolio's performance.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 7
Market Review and Investment Strategy
A supportive economic outlook, robust corporate earnings and booming merger and
acquisition (M&A) activity extended the rally in global equities in 2006. Low
inflation, along with strong economic growth and corporate profitability,
resulted in unusually low levels of volatility and shrinking risk premia.
However, during the beginning of 2007, the global equity markets took investors
for a bumpy ride. After continuing to trend gently upwards at the start of the
year, a sell-off in Chinese equities and jitters about rising defaults on
sub-prime mortgages in the U.S. sent the markets around the world plunging in
late February.
The Global Value Investment Policy Group ("the Group") continues to believe
that global equity markets are reasonably valued and that these valuations are
supported by the prospect of continued--if more moderate--economic and profit
growth. With profitability high and widespread, investors have been willing to
pay higher multiples than usual for companies with near-peak cyclical earnings,
and less willing to pay a normal premium for companies with more stable
earnings and higher long-term growth potential. As a result, stock valuation
spreads are unusually compressed.
The Group continues to tap the resources of its extensive research effort to
uncover the value opportunities that do exist. Even in this environment of
compressed valuation spreads, the Group continues to find many attractive
values in individual stocks across industries.
International Value Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests
primarily in a diversified portfolio of equity securities of non-U.S.
companies. The Portfolio's investment policies emphasize investment in
companies that Bernstein determines to be undervalued. In selecting securities
for the Portfolio, Bernstein uses its fundamental research to identify
companies whose long-term earnings power is not reflected in the current market
price of their securities. The Portfolio may from time to time enter into
currency futures contracts or currency forward contracts.
Investment Results
The Portfolio underperformed its benchmark, the MSCI EAFE Index, for the
six-month period ended Februrary 28, 2007, due primarily to sector selection,
but outperformed for the 12-month period mainly due to security selection;
sector selection also helped for the 12-month period. Specifically, overweight
positions in industrial commodities and capital equipment and an underweight
position in finance added to performance during both periods. Detracting from
performance were underweight positions in utilities and overweight positions in
energy for both periods. An underweight position in telecommunications
generated negative returns for the 12-month period. An overweight position in
technology/electronics also detracted for the 12-month period.
Stock picks within two areas contributed the most to the Portfolio's
outperformance for the 12-month pe-
8 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
riod: industrial commodities and consumer staples. For the six-month period,
the two areas that contributed the most were consumer staples and energy. Stock
selection within three areas (finance, capital equipment and medical) detracted
the most from the Portfolio's returns.
Market Review and Investment Strategy
A supportive economic outlook, robust corporate earnings and booming M&A
activity extended the rally in international equities in 2006. Low inflation,
along with strong economic growth and corporate profitability, resulted in
unusually low levels of volatility and shrinking risk premia. However, during
the beginning of 2007, the international equity markets took investors for a
bumpy ride. After continuing to trend gently upwards at the start of the year,
a sell-off in Chinese equities and jitters about rising defaults on sub-prime
mortgages in the U.S. sent the markets around the world plunging in late
February.
The International Value Investment Policy Group ("the Group") continues to
believe that international equity markets are reasonably valued and that these
valuations are supported by the prospect of continued--if more
moderate--economic and profit growth. With profitability high and widespread,
investors have been willing to pay higher multiples than usual for companies
with near-peak cyclical earnings, and less willing to pay a normal premium for
companies with more stable earnings and higher long-term growth potential. As a
result, stock valuation spreads are unusually compressed.
The Group's research and long experience as value managers have taught us to
keep portfolio risk proportionate with the value opportunity we identify. Given
the relatively modest value opportunity, the Portfolio is more diversified than
usual. Even in this environment of compressed valuation spreads, the Group
continues to find many attractive values in individual stocks across industries.
International Growth Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests
primarily in an international portfolio of equity securities of companies
located in both developed and emerging countries. The Portfolio's investment
process relies upon comprehensive fundamental company research produced by the
Adviser's large research team of over 40 non-U.S. analysts covering both
developed and emerging markets around the globe. Research-driven stock
selection is expected to be the primary driver of returns relative to the
Portfolio's benchmark and other decisions, such as country allocation, are
generally the result of the stock selection process. The Portfolio invests,
under normal circumstances, in the equity securities of companies located in at
least three countries (and normally substantially more) other than the United
States. The Portfolio's investments include companies that are established as a
result of privatizations of state enterprises.
Investment Results
The Portfolio underperformed its benchmark, the MSCI EAFE Growth Index, for
both the six- and 12-month
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 9
periods ended February 28, 2007. During both periods, the Growth benchmark
underperformed the Value benchmark. The Portfolio's weighting in industrials
detracted the most from sector allocation, while within industrials, EADS was
the largest stock detractor over the 12-month period. Sector allocation over
the last six months in health care, technology and energy stocks helped offset
slightly. Stock selection was positive in technology, consumer discretionary
and health care, while materials and consumer staples proved more challenging.
The largest positive stock contributors over the six-month period ended
February 28, 2007, were mixed with a finance company leading the way, followed
by an auto manufacturer, a mining and metals company, and an engineering and
construction company. One of the Portfolio's new holdings, providing exposure
to the Diesel Particulate Filter market, also contributed positively. Over the
12-month period, a computer peripheral company, an insurance company and a
multi-industry company were top performers. These helped offset Nitto Denko
Corp as the liquid crystal display (LCD) cycle worsened more than was expected.
Meanwhile, BNP Paribas, SA, Norsk Hydro ASA, Rio Tinto PLC and ING Groep NV
underperformed. Along with EADS, MUFG was one of our worst detractors in the
12-month period. Except for Nitto Denko where the Portfolio's International
Growth Team (the "Team") believes the LCD cycle will be bottoming, the
Portfolio's underperformers were trimmed where earnings momentum was
disappointing and weaker price momentum was seen.
Market Review and Investment Strategy
Non-U.S. stocks rose dramatically in the last six months as both interest rates
and oil were held in check globally. The last week of February endured a market
decline as concerns over Chinese interest rate rises and the U.S. sub-prime
mortgage market negatively impacted sentiment. While there are signs that a
slowdown in U.S. gross domestic product growth is occurring and corporate
profits may moderate from a high base, it is yet clear that a U.S. recession is
imminent as the unemployment rate remains low at 4.5%. The Portfolio continues
to invest in companies that are able to sustain their growth in a slowing
economy.
As economic growth moderates, the Team expects companies that continue to
produce sustained positive earnings to stand out in this environment. As such,
the Portfolio remains concentrated in companies that the team believes have
underappreciated growth potential. The environment is similar to the mid-1990's
when a decelerating economy put companies able to deliver superior growth at
the forefront. Further, valuations remain supportive as the spread between the
most expensive stocks versus the least expensive on a price to earnings
multiple is low relative to history. This suggests the market is pricing all
stocks very similarly, resulting in relatively low premiums for those most
likely to outgrow consensus expectations in a slowing economic environment.
Small-Mid Cap Value Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests pri-
10 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
marily in a diversified portfolio of equity securities of U.S. companies with
relatively smaller market capitalizations as compared to the overall U.S.
equity market. Under normal circumstances, the Portfolio invests at least 80%
of its net assets in these types of securities. The Portfolio's investment
policies emphasize investment in companies that Bernstein determines to be
undervalued. In selecting securities for the Portfolio, Bernstein uses its
fundamental research to identify companies whose long-term earnings power is
not reflected in the current market price of their securities. The Portfolio
may also invest up to 20% of its total assets in equity securities issued by
non-U.S. companies.
Investment Results
The Portfolio outperformed its style benchmark, the Russell 2500 Value Index,
during the six-month period ended February 28, 2007, while its performance was
approximately in line with the benchmark for the 12-month period. Security
selection was a strong contributor over the six-month period, and it
represented the bulk of the Portfolio's improved performance over the 12-month
period.
Positive contributions from stock selection were broad based and were led by
materials & processing and autos & transportation. The Portfolio's holdings in
chemicals, steel and airlines produced strong returns. Financial services
stocks contributed the most negatively to stock selection as the Portfolio's
bank holdings underperformed. Stock selection was a more muted contributor over
the 12-month period and again was led by materials and processing and autos &
transportation, while financials and technology holdings were detractors.
Sector selection was a more modest contributor to Portfolio performance over
both periods, although improvements came during the six-month time frame.
Overweight positions in autos & transportation and materials and an underweight
position in financial services were the main contributors during the six-month
period with no significant sector detractors. During the 12-month period, many
of the same sectors contributed to Portfolio performance, although autos &
transportation underperformed in the first half of 2006 and left their full
year performance, and the contribution from the Portfolio's overweight, in line
with the benchmark.
Market Review and Investment Strategy
2006 was a volatile year for small-cap stocks as sizable mutual fund flows
entered the asset class via exchange traded funds and private equity buy outs.
These asset flows, combined with historically low valuation spreads, left
investors little to anchor to. As a result, the market lurched back and forth
as investors anchored to perceptions about changes in the direction of the
economy. Early in the 12-month reporting period, the Portfolio's stock
selection was poor in this climate. The Portfolio's investment process, which
constructs portfolios of stocks believed to be attractively valued relative to
their long-term earnings, creates exposure to valuation and quality factors.
While mutual fund portfolios with exposure to these factors have generated
long-term outperformance, returns to value factors were muted during much of
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 11
2006, and returns to quality factors were negative over the same period.
In the most recent six-month period, and especially in early 2007, however,
these trends reversed. Returns to quality factors such as earnings revisions
and return on equity, have been modestly positive--a sharp contrast to the
(historically atypical) negative returns witnessed in much of 2006. The most
likely catalyst for this shift has been the decline in small cap earnings
growth rates both in an absolute sense and relative to larger stocks. The
Portfolio's Small-Mid Cap Value Investment Policy Group (the "Group") believes
that many of the drivers of the broad-based small cap profit recovery seen over
the past few years, such as lower depreciation and interest expense, have
peaked and may reverse, potentially acting as an impediment to profit growth.
This shift could lead to a greater focus on the underlying quality and
sustainability of a company's long-term earnings power. The Group believes the
Portfolio is well positioned in this environment.
Small-Mid Cap Growth Portfolio Investment Objective and Policies
The Portfolio seeks long-term growth of capital. The Portfolio invests
primarily in a diversified portfolio of equity securities of U.S. companies
with relatively smaller market capitalizations as compared to the overall U.S.
equity market. Because the Portfolio's definition of small- to mid-cap
companies is dynamic, the upper limit on market capitalization will change with
the markets. Under normal circumstances, the Portfolio invests at least 80% of
its net assets in these types of securities. Normally, the Portfolio invests in
U.S. companies that AllianceBernstein believes have strong management, superior
industry positions, excellent balance sheets and superior earnings growth
prospects. AllianceBernstein relies heavily on the fundamental analysis and
research of its internal research staff to select the Portfolio's investments.
The Portfolio may also invest up to 20% of its total assets in equity
securities issued by non-U.S. companies.
Investment Results
Benefiting from a strong rally in U.S. equity markets, the Portfolio rose
sharply during the six-month period ended February 28, 2007, modestly
outperforming its benchmark, the Russell 2500 Growth Index. Performance was
broad based, with each major sector, except energy, posting solid gains. The
strongest absolute returns in the Portfolio were enjoyed by the industrials and
consumer/commercial services sectors, which rose more than 17%. Stock selection
was a positive contributor to performance with positive stock picking in
industrials and financials outweighing underperformance in health care and
technology. Sector allocation was a minor negative contributor, as the benefit
from being overweight in the strong performing consumer/commercial services
sector was overwhelmed by the overweight to the relatively poor performing
energy sector.
During the 12-month period ended February 28, 2007, the Portfolio rose modestly
but underperformed its benchmark. Relative results were negatively impacted by
the Portfolio's
12 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
sizeable exposure to faster growing companies with strong earnings momentum--a
segment of the market that significantly trailed the overall benchmark during
the middle part of the reporting period. Stock selection was a negative for the
period, as strong picks in industrials were offset by disappointing stock
selection in technology. Sector allocation was a minor negative contributor, as
the benefit from being overweight in the strong performing consumer/commercial
services sector was overwhelmed by the overweight to the poor performing energy
sector and underweight to the strong performing financial sector.
Market Review and Investment Strategy
The market experienced three distinct phases over the 12-month period ending
February 28, 2007. The period started as a continuation of the surge in late
2005 helped by strong earnings growth and a robust economy. However, increasing
concerns about inflation, rising interest rates and soaring commodity prices
caused the market to break to the downside in early May. During this downward
phase, small-cap growth stocks, as represented by the Russell 2500 Growth
Index, declined more than 16% before hitting a 2006 low in July. In the third
phase, slowing economic data and declining commodity prices eased inflationary
concerns and allowed equity markets to bounce off their mid-summer lows and
move solidly higher through February.
Sector allocations within the Portfolio changed modestly during the year. The
Portfolio's overweight to consumer/commercial services was decreased. Proceeds
from these sales were used to increase the overweight to technology and narrow
the underweights in financials and industrials. The Portfolio's largest
overweights as of February 28, 2007 were in technology and energy; despite the
purchases cited above, the largest underweights remained in industrials and
financials. Consistent with the Portfolio's discipline, investments throughout
the reporting period emphasized companies expected to deliver surprisingly
strong earnings growth and favorable earnings estimate revisions.
Short Duration Bond Portfolio Investment Objective and Policies
The Portfolio seeks a moderate rate of income that is subject to taxes. The
Portfolio invests primarily in investment-grade, U.S. dollar-denominated debt
securities. Under normal circumstances, the Portfolio invests at least 80% of
its net assets in debt securities. The Portfolio seeks to maintain a relatively
short duration of one-to-three years under normal market conditions. The
Portfolio may invest in many types of debt securities including corporate
bonds, notes, U.S. Government and agency securities, asset-backed securities,
mortgage-related securities and inflation-protected securities, as well as
other securities of U.S. and non-U.S. issuers.
Investment Results
The Portfolio outperformed its benchmark, the ML 1-3 Year Treasury Index, for
both the six- and 12-month periods ended February 28, 2007. The Portfolio's
yield curve exposure and exposure to the spread sectors of the
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 13
fixed-income market (asset-backed securities [ABS], commercial mortgage backed
securities [CMBS], mortgage-pass throughs, corporates and agencies) throughout
the semi-annual review period were positive contributors to performance.
Market Review and Investment Strategy
The Federal Reserve kept official interest rates on hold at 5.25% during the
semi-annual period ended February 28, 2007. Yields across the maturity spectrum
fell with longer-term yields falling the most. Two-year yields lost 13 basis
points to yield 4.65%, while the 10-year yield lost 16 basis points to end the
period at 4.57%. The Treasury yield curve remained inverted on the short-end of
the curve with the yield spread between the two- and 30-year at only 3 basis
points.
Shorter-term fixed-income securities underperformed both intermediate and
longer-maturity securities during the period under review. U.S. Treasuries in
the 1-3 year maturity range returned 2.47% during the semi-annual period,
underperforming longer maturities (15+ years at 4.50%), according to Merrill
Lynch.
The spread sectors outperformed U.S. Treasury holdings on both an absolute and
duration adjusted basis. U.S. agency securities (1-3 years) outperformed
Treasuries, posting a return of 2.46%. ABS and CMBS (1-3 years) also
outperformed Treasuries, posting returns of 2.72% and 2.81%, respectively. Both
ABS and CMBS were underpinned by strong technical demand and low spread
volatility. Mortgage pass-through securities (0-3 years) posted a return of
3.34% for the annual period as mortgages benefited from relatively low
volatility and muted prepayment risk. Corporate securities (1-3 years) posted a
return of 2.98%, as solid corporate fundamentals during the period were offset
by increasing event risk.
During the reporting period, the Portfolio's allocations to higher-quality
non-Treasury sectors, including mortgages, collateralized mortgage obligations,
asset backed securities, and CMBS were increased in an effort to enhance
portfolio yield. The Portfolio's allocation to floating-rate securities was
also increased due to rising short-term yields and limited price volatility.
Lastly, the Portfolio's duration was moved closer to the benchmark during the
period under review.
Intermediate Duration Bond Portfolio Investment Objective and Policies
The Portfolio seeks a moderate to high rate of income that is subject to taxes.
The Portfolio invests primarily in investment-grade, U.S. dollar-denominated
debt securities. Under normal circumstances, the Portfolio invests at least 80%
of its net assets in debt securities. The Portfolio seeks to maintain a
relatively longer duration of four to seven years under normal market
conditions. The Portfolio may invest in many types of debt securities including
corporate bonds, notes, U.S. Government and agency securities, asset-backed
securities, mortgage-related securities and inflation-protected securities, as
well as other securities of U.S. and non-U.S. issuers.
14 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Investment Results
The Portfolio posted benchmark-like returns versus the LB U.S. Aggregate Index,
for both the six- and 12-month periods ended February 28, 2007, slightly
underperforming for the six-month period and slightly outperforming for the
12-month period.
For the six-month period, the Portfolio's corporate underweight,
shorter-than-benchmark duration and hedged non-U.S. government holdings
detracted from relative performance. The Portfolio's Treasury and agency
underweight as well as mortgage security selection contributed positively to
performance.
For the 12-month period, the Portfolio's overweight in CMBS, corporate and
mortgage security selection and hedged non-U.S. government holdings in Japan
and Mexico contributed positively to performance. The Portfolio's underweight
in corporates detracted.
Market Review and Investment Strategy
U.S. fixed-income returns were generally strong for the six-month period ended
February 28, 2007, supported by stable interest rates. The Federal Reserve kept
official rates on hold at 5.25% during the semi-annual period. Yields across
the maturity spectrum fell with longer term yields falling the most. Two-year
yields lost 13 basis points to yield 4.65%, while the 10-year yield lost 16
basis points to end the period at 4.57%. The Treasury yield curve remained
inverted on the short-end of the curve with the yield spread between the two-
and 30-year at only 3 basis points.
By index sector, investment-grade corporates posted the strongest returns among
U.S. bond sectors, returning 4.64%, as solid fundamentals offset increasing
event risk. Mortgages and CMBS posted solid returns of 3.64% and 3.51%,
respectively, according to Lehman Brothers. Asset-backed securities,
underpinned by strong technical demand, returned 2.97% for the semi-annual
period.
Non-U.S. government bonds did not fare as well as U.S. Treasuries at several
central banks outside of the U.S. began raising interest rates during the
period. Global Treasuries (ex-U.S.) hedged into U.S. dollars posted an average
return of 2.42%. The Portfolio's non-U.S. holdings included Japan, which
returned 3.34%, Sweden, which returned 2.51%, and Mexico, which returned 3.42%
(all U.S. dollar hedged returns).
During the semi-annual reporting period, the Portfolio held a neutral to
shorter-than-benchmark duration and an underweight position in U.S government
bonds. The Portfolio was also overweighted in both mortgages and CMBS as
sources of high-quality incremental yield. An underweight position in
investment grade corporates was maintained due to historically tight spreads, a
flat yield curve and increased event risk, with the underweight focused in
longer maturity corporates which are inherently more vulnerable to event risk.
Hedged non-U.S. government bonds were employed due to their attractive yield
over domestic bonds. As such, positions were held in several countries,
including Japan, Mexico, Sweden, Poland and Norway.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 15
Inflation Protected Securities Portfolio Investment Objective and Policies
The Portfolio seeks a total return that exceeds the rate of inflation over the
long term with income that is subject to taxes. The Portfolio invests primarily
in U.S. dollar-denominated inflation-protected securities. Under normal
circumstances, the Portfolio invests at least 80% of its net asses in
inflation-protected securities. The Portfolio's investments in
inflation-protected securities include inflation-indexed debt securities of
varying maturities issued by U.S. or non-U.S. governments, their agencies or
instrumentalities and by corporations, and inflation derivatives. The Portfolio
seeks to maintain a duration within three years (plus or minus) of the duration
of the LB U.S. TIPS 1-10 Year Index, which as of October 31, 2006, was 3.93
years.
Assets not invested in inflation-indexed bonds may be invested in other types
of debt securities including corporate bonds, notes, U.S. Government and agency
securities, asset-backed securities, and mortgage-related securities as well as
other securities of U.S. and non-U.S. issuers.
Investment Results
The Portfolio slightly underperformed its benchmark, the LB 1-10 Year TIPS
Index, for both the six- and 12-month periods ended February 28, 2007. For the
six-month period, the Portfolio's yield curve position and
shorter-than-benchmark duration had a negligible impact on performance. The
Portfolio's Japanese government inflation linked bonds (JGBis) detracted
modestly. For the 12-month period, the Portfolio's shorter-than-benchmark
duration contributed positively to performance, while its yield curve structure
and its position in JGBis detracted from performance.
Market Review and Investment Strategy
The second half of 2006 saw a broad-based rally in both the fixed income and
equity markets as the economy signaled slower growth and the Fed ended its
interest rate hike cycle. The policy shift by the Fed led to a reduction in
market volatility, an increased appetite for risk by investors and a
significant rebound in all asset classes.
Only in the last week of the semi-annual reporting period did volatility creep
back into the marketplace as global equity markets sold off sharply. This
volatility was led by declines in China, then Europe and the U.S. China's
sell-off was prompted by its government's proposals to control the market,
curbing speculative activity. Investor risk aversion also increased in the
final week of the period as concerns rose regarding delinquencies and defaults
on sub-prime mortgages as well as a downward revision of fourth quarter gross
domestic product.
U.S. Treasuries rebounded from negative returns in the first half of 2006 to
post 3.18% during the semi-annual period. The yield curve remained inverted and
interest rates declined between two- and 30-year maturities approximately 15
basis points. At the end of the period, the spread between two- and 30-year
yields stood at only 4 basis points, with two-year maturities yielding 4.64%
and 30-year yields at 4.68%.
16 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Treasury inflation protected LB securities (TIPS) (as represented by the 1-10
year TIPS Index) posted an absolute return of 1.33% for the semi-annual
reporting period. Ten-year TIPS underperformed comparable maturity Treasuries
by over 250 basis points. With a belief that economic weakness would suppress
future inflation, breakeven inflation rates did not expand enough beyond
five-year maturities to offset the negative inflation accrual. During the
period, the inflation accrual was -54 basis points.
High Yield Portfolio Investment Objective and Policies
The Portfolio seeks a high total return by maximizing current income and, to
the extent consistent with that objective, capital appreciation. The Portfolio
invests primarily in high yield debt securities. Under normal circumstances,
the Portfolio invests at least 80% of its net assets in these types of
securities. The Portfolio invests in high yield, below investment grade debt
securities, commonly known as "junk bonds." The Portfolio seeks to maximize
current income by taking advantage of market developments, yield disparities
and variations in the creditworthiness of issuers.
Investment Results
The Portfolio underperformed its benchmark, the LB High Yield Index (2%
constrained) during the six- and 12-month periods ended February 28, 2007;
however, it posted strong nominal returns for both time frames. The Portfolio's
security selection in both the paper/packaging and wireless industries were
primary detractors from performance for the six-month period. Several factors
contributed to the Portfolio's underperformance for the 12-month period,
including an underweight position in the automotive sector which outperformed,
security selection in the paper/packaging industry and a higher-than-usual cash
position. The Portfolio's underweight position in higher-beta credits also
detracted from performance for both periods.
Market Review and Investment Strategy
The second half of 2006 saw a broad-based rally in both the fixed income and
equity markets as the economy signaled slower growth and the Fed ended its
interest rate hike cycle. The policy shift by the Fed led to a reduction in
market volatility, an increased appetite for risk by investors and a
significant rebound in all asset classes, particularly equities and high yield.
The high yield market posted a strong return of 8.31% during the semi-annual
period, significantly outperforming investment-grade sectors which posted
returns in a range of 3%-5%. For the period, high yield was supported by a low
default risk environment, improving credit conditions, low volatility and the
end of monetary tightening. Only in the last week of the period did volatility
creep back into the marketplace as global equity markets sold off sharply, led
by declines in China, then Europe and the U.S. China's sell-off was prompted by
its government's proposals to control the market, curbing speculative activity.
Investor risk aversion also increased in the final week of the period as
concerns rose regarding delinquencies and defaults on sub-prime mortgages as
well
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 17
as a downward revision of fourth quarter gross domestic product. Even with the
dampening effects of the final week of the period, high yield posted returns in
excess of 1% each month of the semi-annual reporting period.
By quality tier, lower-rated debt outperformed higher-quality debt with B-rated
debt returning 8.00% and BB-rated debt returning 6.63%. On an industry level,
top performers included building materials, media cable and retailers, while
underperforming industries included lodging, energy and finance. Spreads in
high yield continued to compress during the period tightening, an additional 68
basis points to end the year at 266 basis points over Treasuries.
During the semi-annual reporting period, a cautious posture was maintained
within the Portfolio given what the Global Credit Investment Team (the "Team")
perceived as insufficient compensation for assuming risk and a lack of specific
credit opportunities. The Team's quantitative analysis indicated that the
reward for assuming incremental risk is greatly diminished in times of a flat
or inverted yield curve and narrow spreads. At the same time, strong corporate
profits and a low default rate have allowed high yield spreads to remain well
below their long term average, even as market and leveraged buy out risks
increased. In this environment, more volatile credits were modestly
underweighted and provided the Portfolio with thorough diversification to
minimize risk.
18 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HISTORICAL PERFORMANCE
An Important Note About the Value of Historical Performance
The performance shown on the following pages represents past performance and
does not guarantee future results. Current performance may be lower or higher
than the performance information shown. You may obtain performance information
current to the most recent month-end by visiting our website at
www.alliancebernstein.com.
The investment return and principal value of an investment in the Portfolios
will fluctuate, so that your shares, when redeemed, may be worth more or less
than their original cost. You should consider the investment objectives, risks,
charges and expenses of the Portfolios carefully before investing. For a free
copy of the Portfolios' prospectus, which contains this and other information,
contact your AllianceBernstein representative or call 800.227.4618. You should
read the prospectus carefully before you invest.
Please note: Shares of the Portfolios are offered exclusively to mutual funds
advised by, and certain institutional clients of, AllianceBernstein that seek a
blend of asset classes for investment. These share classes are not currently
offered for direct investment from the general public. The AllianceBernstein
Pooling Portfolios can be purchased at the relevant net asset value (NAV)
without a sales charge or other fee. However, there are sales charges in
connection to purchases of other AllianceBernstein share classes invested in
these Pooling Portfolios. For additional information regarding other retail
share classes and their sales charges and fees, please visit
www.alliancebernstein.com. All fees and expenses related to the operation of
the Portfolios have been deducted. Performance assumes reinvestment of
distributions and does not account for taxes. During the reporting period, the
Adviser waived a portion of its advisory fee or reimbursed the Global Research
Growth Portfolio and the Global Value Portfolio for a portion their expenses to
the extent necessary to limit their expenses on an annual basis to .15% of the
average daily net assets of their shares. These waivers extend through the
Portfolios' current fiscal year and may be extended by the Adviser for
additional one-year terms. Without the waivers, the Portfolios' expenses would
have been higher and their performance would have been lower than that shown.
Benchmark Disclosures
None of the indices listed below reflect fees and expenses associated with the
active management of a mutual fund portfolio.
The unmanaged Russell 1000 Value Index contains those securities in the Russell
1000 Index with a less-than-average growth orientation. The unmanaged Russell
1000 Index is composed of 1000 of the largest capitalized companies that are
traded in the United States.
The unmanaged Russell 1000 Growth Index contains those securities in the
Russell 1000 Index with a greater-than-average growth orientation. The
unmanaged Russell 1000 Index is composed of 1000 of the largest capitalized
companies that are traded in the United States.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 19
HISTORICAL PERFORMANCE
(continued from previous page)
The unmanaged Financial Times Stock Exchange (FTSE) European Public Real Estate
Association (EPRA)/National Association of Real Estate Investment Trust
(NAREIT) Global Real Estate Index is a free-floating, market
capitalization-weighted index structured in such a way that it can be
considered to represent general trends in all eligible real estate stocks
worldwide. The Index is designed to reflect the stock performance of companies
engaged in specific aspects of the North American, European and Asian real
estate markets.
The Morgan Stanley Capital International (MSCI) World Index is a market
capitalization-weighted index that measures the performance of stock markets in
23 countries. Returns for this Index are net. In calculating net returns, the
dividend is reinvested after deduction of withholding tax, applying the rate to
non-resident individuals who do not benefit from double taxation treatries.
The unmanaged Morgan Stanley Capital International (MSCI) Europe, Australasia
and Far East (EAFE) Value Index is a free-float adjusted market capitalization
index that is designed to measure developed market value equity performance in
21 countries, excluding the U.S. and Canada. Returns for this Index are net. In
calculating net returns, the dividend is reinvested after deduction of
withholding tax, applying the rate to non-resident individuals who do not
benefit from double taxation treatries.
The unmanaged Morgan Stanley Capital International (MSCI) Europe, Australasia
and Far East (EAFE) Growth Index is a free-float adjusted market capitalization
index that is designed to measure developed market growth equity performance in
21 countries, excluding the U.S. and Canada. Returns for this Index are net. In
calculating net returns, the dividend is reinvested after deduction of
withholding tax, applying the rate to non-resident individuals who do not
benefit from double taxation treatries.
The unmanaged Russell 2500 Value Index contains those securities in the Russell
2500 Index with a less-than-average growth orientation. The unmanaged Russell
2500 Index includes 2500 small- and mid-cap U.S. stocks.
The unmanaged Russell 2500 Growth Index contains those securities in the
Russell 2500 Index with a greater-than-average growth orientation. The
unmanaged Russell 2500 Index includes 2500 small- and mid-cap U.S. stocks.
The unmanaged Merrill Lynch 1-3 Year Treasury Index is composed of U.S.
government securities, including agency securities, with remaining maturities
of one to three years.
The unmanaged Lehman Brothers U.S. Aggregate Index covers 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.
20 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HISTORICAL PERFORMANCE
(continued from previous page)
The unmanaged Lehman Brothers 1-10 Year TIPS Index is the 1-10 year maturity
component of the unmanaged Lehman Brothers U.S. Treasury Inflation Notes Index
and consists of inflation-protection securities issued by the U.S. Treasury.
The unmanaged Lehman Brothers High Yield Index (2% constrained) covers the
universe of fixed-rate, non-investment grade debt. Pay-in-kind (PIK) bonds,
Eurobonds, and debt issues from countries designated as emerging markets (e.g.,
Argentina, Brazil, Venezuela, etc.) are excluded, but Canadian and global bonds
(SEC registered) of issuers in non-emerging market countries are included.
Original issue zeroes, step-up coupon structures and 144-As are also included
in the Index.
An investor cannot invest directly in an index, and its results are not
indicative of the performance of any specific investment, including the
Portfolios.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 21
HISTORICAL PERFORMANCE
(continued from previous page)
A Word About Risk
U.S. Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all
companies whose stocks are considered to be value stocks are able to turn their
business around or successfully employ corrective strategies which would result
in stock prices that rise as initially expected. Because the Portfolio can
invest in foreign securities, it includes risks not associated with funds that
invest primarily in U.S. issues, including magnified fluctuations due to
changes in foreign exchange rates and the possibility of substantial volatility
due to political and economic uncertainties in foreign countries. To the extent
that the Portfolio invests a substantial amount of its assets in a particular
country, an investment in the Portfolio has the risk that market changes or
other events affecting that country may have a more significant effect on the
Portfolio's net asset value. The Portfolio may invest in securities issued by
non-U.S. companies.
U.S. Large Cap Growth Portfolio
The Portfolio concentrates its investments in a limited number of issues and an
investment in the Portfolio is therefore subject to greater risk and volatility
than investments in a more diversified portfolio. Growth investing does not
guarantee a profit or eliminate risk. The stocks of these companies can have
relatively high valuations. Because of these high valuations, an investment in
a growth stock can be more risky than an investment in a company with more
modest growth expectations.
Global Real Estate Investment Portfolio
While the Portfolio invests principally in the equity securities of real estate
investment trusts, in order to achieve its investment objectives, the Portfolio
may invest up to 20% of its total assets in mortgage-backed securities which
involve risks described in the prospectus. An investment in the Portfolio is
subject to certain risks associated with the direct ownership of real estate
and with the real estate industry in general, including declines in the value
of real estate, general and local economic conditions and interest rates. The
Portfolio concentrates its investments in real estate related investments and
may therefore be subject to greater risks and volatility than a fund with a
more diversified portfolio.
Global Research Growth Portfolio
The Portfolio concentrates its investments in a limited number of industry
sectors and issues, and an investment in the Portfolio is therefore subject to
greater risk and volatility than investments in a more diversified portfolio.
The Portfolio may invest a significant portion of its assets in foreign
securities, which can be more volatile than U.S. securities due to changes in
foreign exchange rates and the possibility of substantial volatility due to
political and economic uncertainties in foreign countries. Growth investing
does not guarantee a profit or eliminate risk. The stocks of these companies
can have relatively high valuations. Because of these high valuations, an
investment in a growth stock can be more risky than
22 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HISTORICAL PERFORMANCE
(continued from previous page)
an investment in a company with more modest growth expectations. If a growth
stock company should fail to meet these high earnings expectations, the price
of these stocks can be severely negatively affected.
Global Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all
companies whose stocks are considered to be "value" stocks are able to turn
their business around or successfully employ corrective strategies which would
result in stock prices that rise as initially expected. A substantial amount of
the Portfolio's assets may be invested in foreign securities, which may magnify
these fluctuations due to changes in foreign exchange rates and the possibility
of substantial volatility due to political and economic uncertainties in
foreign countries. Investment in the Portfolio includes risks not associated
with funds that invest exclusively in U.S. issues. Because the Portfolio will
invest in foreign currency-denominated securities, these fluctuations may be
magnified by changes in foreign exchange rates.
International Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all
companies whose stocks are considered to be value stocks are able to turn their
business around or successfully employ corrective strategies which would result
in stock prices that rise as initially expected. Substantially all of the
Portfolio's assets will be invested in foreign securities which may magnify
fluctuations due to changes in foreign exchange rates and the possibility of
substantial volatility due to political and economic uncertainties in foreign
countries. Because the Portfolio may invest in emerging markets and in
developing countries, an investment also has the risk that market changes or
other factors affecting emerging markets and developing countries, including
political instability and unpredictable economic conditions, may have a
significant effect on the Portfolio's net asset value.
International Growth Portfolio
Substantially all of the Portfolio's assets will be invested in foreign
securities which may magnify fluctuations due to changes in foreign exchange
rates and the possibility of substantial volatility due to political and
economic uncertainties in foreign countries. The Portfolio may invest in
securities of emerging market nations. These investments have additional risks,
such as illiquid or thinly traded markets, company management risk, heightened
political instability and currency volatility. Accounting standards and market
regulations in emerging market nations are not the same as those in the U.S.
Small-Mid Cap Value Portfolio
Value investing does not guarantee a profit or eliminate risk. Not all
companies whose stocks are considered to be value stocks are able to turn their
business around or successfully employ corrective strategies which would result
in stock prices that rise as initially expected. The Portfolio concentrates its
investments in the stocks of small-/mid-capitalization companies, which tend to
be more volatile
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 23
HISTORICAL PERFORMANCE
(continued from previous page)
than large-cap companies. Small-/mid-cap stocks may have additional risks
because these companies tend to have limited product lines, markets or
financial resources. The Portfolio can invest in foreign securities which may
magnify these fluctuations due to changes in foreign exchange rates and the
possibility of substantial volatility due to political and economic
uncertainties in foreign countries. Because the Portfolio may invest in
emerging markets and in developing countries, an investment also has the risk
that market changes or other factors affecting emerging markets and developing
countries, including political instability and unpredictable economic
conditions, may have a significant effect on the Portfolio's net asset value.
Small-Mid Cap Growth Portfolio
The Portfolio concentrates its investments in the stocks of small-/
mid-capitalization companies, which tend to be more volatile than large-cap
companies. Small-cap stocks may have additional risks because these companies
tend to have limited product lines, markets, financial resources or less
liquidity (i.e., more difficulty when buying and selling more than the average
daily trading volume of certain investment shares). The Portfolio can invest in
foreign securities. Foreign markets can be more volatile than the U.S. market
due to increased risks of adverse issuer, political, regulatory, market or
economic developments. In addition, because the Portfolio will invest in
foreign currency denominated securities, fluctuations in the value of the
Portfolio's investments may be magnified by changes in foreign exchange rates.
The Portfolio pursues an aggressive investment strategy and an investment in
the Portfolio is subject to higher risk.
Short Duration Bond Portfolio
The Portfolio's assets can be invested in foreign securities which may magnify
asset value fluctuations due to changes in foreign exchange rates and the
possibility of substantial volatility due to political and economic
uncertainties in foreign countries. Because the Portfolio may invest in
emerging markets and in developing countries, an investment also has the risk
that market changes or other factors affecting emerging markets and developing
countries, including political instability and unpredictable economic
conditions, may have an impact on the Portfolio's asset value. Price
fluctuation in the Portfolio's securities may be caused by changes in the
general level of interest rates or changes in bond credit quality ratings.
Please note, as interest rates rise, existing bond prices fall and can cause
the value of an investment in the Portfolio to decline. Changes in interest
rates have a greater effect on bonds with longer maturities than on those with
shorter maturities. Investments in the Portfolio are not guaranteed because of
fluctuation in the net asset value of the underlying fixed-income related
investments. Similar to direct bond ownership, bond funds have the same
interest rate, inflation and credit risks that are associated with the
underlying bonds owned by the Portfolio. Portfolio purchasers should understand
that, in contrast to owning individual bonds, there are ongoing fees and
expenses associated with owning shares of bond funds. The Portfolio may also
invest a portion of its assets in be-
24 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HISTORICAL PERFORMANCE
(continued from previous page)
low investment-grade securities which are subject to greater risk than higher
rated securities.
Intermediate Duration Bond Portfolio
The Portfolio normally invests all of its assets in securities that are rated
at least BBB by Standard & Poor's (or Baa2 by Moody's Investor Services) or, if
unrated, are of comparable quality. The Portfolio may invest in convertible
debt securities, preferred stock and dividend-paying stocks, U.S. government
obligations, and foreign fixed-income securities. The Portfolio may invest a
portion of its assets in foreign securities, which may magnify fluctuations.
These fluctuations could be magnified in emerging markets. Price fluctuations
may also be caused by changes in interest rates or bond quality ratings. These
changes have a greater effect on bonds with longer maturities than on those
with shorter maturities. Please note, as interest rates rise, existing bond
prices fall and can cause the value of an investment in the Portfolio to
decline. Investments in the Portfolio are not guaranteed because of fluctuation
in the net asset value of the underlying fixed-income related investments.
Similar to direct bond ownership, bond funds have the same interest rate,
inflation and credit risks that are associated with the underlying bonds owned
by the Portfolio. Portfolio purchasers should understand that, in contrast to
owning individual bonds, there are ongoing fees and expenses associated with
owning shares of bond funds. The Portfolio may invest in high yield bonds
(i.e., "junk bonds") which involves a greater risk of default and price
volatility than other bonds. Investing in non-investment grade presents special
risks, including credit risk.
Inflation Protected Securities Portfolio
Among the principal risks of investing in the Portfolio are interest rate risk,
credit risk and market risk. Interest rate risk is the risk that changes in
interest rates will affect the value of income-producing securities. Credit
risk is the risk that a security issuer or the counterparty to certain
derivatives will be unable or unwilling to make timely payments of income or
principal. Market risk is the risk of losses from adverse changes in the
market. To the extent the Portfolio invests in securities of non-U.S. issuers,
it may have non-U.S. issuer risk and currency risk.
High Yield Portfolio
The Portfolio can invest in foreign securities, including emerging markets,
which may magnify fluctuations due to changes in foreign exchange rates and the
possibility of substantial volatility due to political and economic
uncertainties in foreign countries. Price fluctuation in the Portfolio's
securities may be caused by changes in the general level of interest rates or
changes in bond credit quality ratings. Please note, as interest rates rise,
existing bond prices fall and can cause the value of an investment in the
Portfolio to decline. Changes in interest rates have a greater effect on bonds
with longer maturities than on those with shorter maturities. High yield bonds,
otherwise known as "junk bonds," involve a greater risk of default and price
volatility than other bonds. Investing in non-investment
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 25
HISTORICAL PERFORMANCE
(continued from previous page)
grade securities presents special risks, including credit risk. Investments in
the Portfolio are not guaranteed because of fluctuation in the net asset value
of the underlying fixed-income related investments. Similar to direct bond
ownership, bond funds have the same interest rate, inflation and credit risks
that are associated with the underlying bonds owned by the Portfolio. Portfolio
purchasers should understand that, in contrast to owning individual bonds,
there are ongoing fees and expenses associated with owning shares of bond funds.
All Portfolios
While the equity Portfolios invest principally in common stocks and other
equity securities and the fixed-income Portfolios invest principally in bonds
and fixed-income securities, in order to achieve their investment objectives,
the Portfolios may at times use certain types of investment derivatives, such
as options, futures, forwards and swaps. These instruments involve risks
different from, and in certain cases, greater than, the risks presented by more
traditional investments. These risks are fully discussed in the Portfolios'
prospectus.
(Historical Performance continued on next page)
26 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
U.S. VALUE PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK ----------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein U.S. Value Portfolio 9.88% 16.52%
Russell 1000 Value Index 9.82% 16.61%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 27
U.S. LARGE CAP GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK ----------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein U.S. Large Cap
Growth Portfolio 6.54% -0.97%
Russell 1000 Growth Index 9.54% 8.05%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
28 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK ----------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Global Real Estate
Investment Portfolio 23.71% 38.76%
FTSE EPRA/NAREIT Global Real
Estate Index 23.09% 37.82%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 29
GLOBAL RESEARCH GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
-----------------------------
THE PORTFOLIO VS. ITS BENCHMARK Since
PERIOD ENDED FEBRUARY 28, 2007 6 Months Inception*
- -------------------------------------------------------------------------------
AllianceBernstein Global Research
Growth Portfolio 9.76% 9.65%
MSCI World Index 10.38% 13.07%
* Since the Portfolio's inception on 6/1/06.
This Portfolio is relatively new and has been in existence for less than one
year. The returns reflected may not be illustrative of long-term performance.
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
30 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
GLOBAL VALUE PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
-----------------------------
THE PORTFOLIO VS. ITS BENCHMARK Since
PERIOD ENDED FEBRUARY 28, 2007 6 Months Inception*
- -------------------------------------------------------------------------------
AllianceBernstein Global Value
Portfolio 11.79% 14.47%
MSCI World Index 10.38% 13.07%
* Since the Portfolio's inception on 6/1/06.
This Portfolio is relatively new and has been in existence for less than one
year. The returns reflected may not be illustrative of long-term performance.
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 31
INTERNATIONAL VALUE PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK ----------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein International
Value Portfolio 13.69% 25.26%
MSCI EAFE Value Index 13.80% 23.73%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
32 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
INTERNATIONAL GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK ----------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein International
Growth Portfolio 9.66% 14.54%
MSCI EAFE Growth Index 10.50% 18.39%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 33
SMALL-MID CAP VALUE PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK --------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Small-Mid Cap
Value Portfolio 14.89% 14.30%
Russell 2500 Value Index 12.45% 14.85%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
34 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
SMALL-MID CAP GROWTH PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK ----------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Small-Mid Cap
Growth Portfolio 13.69% 6.15%
Russell 2500 Growth Index 13.22% 7.96%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 35
SHORT DURATION BOND PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK --------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Short Duration
Bond Portfolio 2.86% 5.40%
Merrill Lynch 1-3 Year Treasury Index 2.47% 4.76%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
36 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
INTERMEDIATE DURATION BOND PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK --------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Intermediate
Duration Bond Portfolio 3.62% 5.57%
Lehman Brothers U.S. Aggregate Index 3.66% 5.54%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 37
INFLATION PROTECTED SECURITIES PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK -------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein Inflation Protected
Securities Portfolio 1.31% 3.71%
Lehman Brothers 1-10 Year TIPS Index 1.33% 3.80%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
38 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HIGH YIELD PORTFOLIO
HISTORICAL PERFORMANCE
(continued from previous page)
Returns
THE PORTFOLIO VS. ITS BENCHMARK -------------------------
PERIODS ENDED FEBRUARY 28, 2007 6 Months 12 Months
- -------------------------------------------------------------------------------
AllianceBernstein High Yield Portfolio 7.87% 10.42%
Lehman Brothers High Yield Index
(2% constrained) 8.31% 11.24%
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 39
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2007
NAV/SEC Returns+
- -------------------------------------------------------------------------------
AllianceBernstein U.S. Value Portfolio
1 Year 16.52%
Since Inception* 15.54%
AllianceBernstein U.S. Large Cap Growth Portfolio
1 Year -0.97%
Since Inception* 10.33%
AllianceBernstein Global Real Estate Portfolio
1 Year 38.76%
Since Inception* 34.59%
AllianceBernstein Global Research Growth Portfolio
Since Inception* 9.65%
AllianceBernstein Global Value Portfolio
Since Inception* 14.47%
AllianceBernstein International Value Portfolio
1 Year 25.26%
Since Inception* 32.46%
AllianceBernstein International Growth Portfolio
1 Year 14.54%
Since Inception* 21.04%
AllianceBernstein Small-Mid Cap Value Portfolio
1 Year 14.30%
Since Inception* 15.41%
AllianceBernstein Small-Mid Cap Growth Portfolio
1 Year 6.15%
Since Inception* 18.40%
* Inception date: 5/20/05 for all Portfolios, except Global Research Growth
Portfolio and Global Value Portfolio; their inception date is 6/1/06.
+ These Portfolios are offered at net asset value (NAV) and their SEC
returns and the same as their NAV returns.
Global Research Growth Portfolio and Global Value Portfolio are relatively new
and have been in existence for less than one year. The returns reflected may
not be illustrative of long-term performance. Returns for these two Portfolios
are cumulative, not annualized.
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
40 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HISTORICAL PERFORMANCE
(continued from previous page)
AVERAGE ANNUAL RETURNS AS OF FEBRUARY 28, 2007
NAV/SEC Returns+
- -------------------------------------------------------------------------------
AllianceBernstein Short Duration Bond Portfolio
1 Year 5.40%
Since Inception* 3.99%
AllianceBernstein Intermediate Duration Bond Portfolio
1 Year 5.57%
Since Inception* 4.37%
AllianceBernstein Inflation Protected Securities Portfolio
1 Year 3.71%
Since Inception* 2.45%
AllianceBernstein High Yield Portfolio
1 Year 10.42%
Since Inception* 9.32%
* Inception date: 5/20/05 for all Portfolios, except Global Research Growth
Portfolio and Global Value Portfolio; their inception date is 6/1/06.
+ These Portfolios are offered at net asset value (NAV) and their SEC
returns and the same as their NAV returns.
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
AllianceBernstein POOLING PORTFOLIOS o 41
HISTORICAL PERFORMANCE
(continued from previous page)
SEC AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2007)
SEC Returns
- -------------------------------------------------------------------------------
AllianceBernstein U.S. Value Portfolio
1 Year 17.12%
Since Inception* 15.72%
AllianceBernstein U.S. Large Cap Growth Portfolio
1 Year 0.73%
Since Inception* 10.76%
AllianceBernstein Global Real Estate Investment Portfolio
1 Year 34.35%
Since Inception* 33.26%
AllianceBernstein Global Research Growth Portfolio
Since Inception* 11.59%
AllianceBernstein Global Value Portfolio
Since Inception* 15.91%
AllianceBernstein International Value Portfolio
1 Year 22.21%
Since Inception* 32.02%
AllianceBernstein International Growth Portfolio
1 Year 13.38%
Since Inception* 21.89%
AllianceBernstein Small-Mid Cap Value Portfolio
1 Year 14.64%
Since Inception* 16.45%
AllianceBernstein Small-Mid Cap Growth Portfolio
1 Year 3.45%
Since Inception* 18.69%
* Inception date: 5/20/05 for all Portfolios, except Global Research Growth
Portfolio and Global Value Portfolio; their inception date is 6/1/06.
Global Research Growth Portfolio and Global Value Portfolio are relatively new
and have been in existence for less than one year. The returns reflected may
not be illustrative of long-term performance. Returns for these two Portfolios
are cumulative, not annualized.
See Historical Performance and Benchmark disclosures on pages 19-26.
(Historical Performance continued on next page)
42 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
HISTORICAL PERFORMANCE
(continued from previous page)
SEC AVERAGE ANNUAL RETURNS
AS OF THE MOST RECENT CALENDAR QUARTER-END (MARCH 31, 2007)
SEC Returns
- -------------------------------------------------------------------------------
AllianceBernstein Short Duration Bond Portfolio
1 Year 5.67%
Since Inception* 4.04%
AllianceBernstein Intermediate Duration Bond Portfolio
1 Year 6.70%
Since Inception* 4.22%
AllianceBernstein Inflation Protected Securities Portfolio
1 Year 5.44%
Since Inception* 2.73%
AllianceBernstein High Yield Portfolio
1 Year 10.57%
Since Inception* 9.00%
* Inception date: 5/20/05 for all Portfolios, except Global Research Growth
Portfolio and Global Value Portfolio; their inception date is 6/1/06.
See Historical Performance and Benchmark disclosures on pages 19-26.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 43
FUND EXPENSES
As a shareholder of the Fund, you incur two types of costs: (1) transaction
costs, including sales charges (loads) on purchase payments, contingent
deferred sales charges on redemptions and (2) ongoing costs, including
management fees; distribution (12b-1) fees; and other Fund expenses. This
example is intended to help you understand your ongoing costs (in dollars) of
investing in the Fund and to compare these costs with the ongoing costs of
investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of
the period and held for the entire period as indicated below.
Actual Expenses
The first line of the table below provides information about actual account
values and actual expenses. You may use the information in this line, together
with the amount you invested, to estimate the expenses that you paid over the
period. Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
in the first line under the heading entitled "Expenses Paid During Period" to
estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratio and an assumed annual rate of return of 5% before expenses, which is not
the Fund's actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses you paid for
the period. You may use this information to compare the ongoing costs of
investing in the Fund and other funds by comparing this 5% hypothetical example
with the 5% hypothetical examples that appear in the shareholder reports of
other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as sales
charges (loads), or contingent deferred sales charges on redemptions.
Therefore, the second line of the table is useful in comparing ongoing costs
only, and will not help you determine the relative total costs of owning
different funds. In addition, if these transactional costs were included, your
costs would have been higher.
Beginning Ending Expenses Annualized
Account Value Account Value Paid During Expense
September 1, 2006 February 28, 2007 Period * Ratio *
- -------------------------------------------------------------------------------
U.S. Value
Portfolio
Actual $1,000 $1,098.77 $0.10 0.02%
Hypothetical ** $1,000 $1,024.70 $0.10 0.02%
- -------------------------------------------------------------------------------
U.S. Large
Cap Growth
Portfolio
Actual $1,000 $1,065.36 $0.10 0.02%
Hypothetical ** $1,000 $1,024.70 $0.10 0.02%
- -------------------------------------------------------------------------------
Global Real
Estate
Investment
Portfolio
Actual $1,000 $1,237.06 $0.28 0.05%
Hypothetical ** $1,000 $1,024.55 $0.25 0.05%
- -------------------------------------------------------------------------------
International
Value
Portfolio
Actual $1,000 $1,136.93 $0.37 0.07%
Hypothetical ** $1,000 $1,024.45 $0.35 0.07%
* Expenses are equal to each Class' annualized expense ratio, multiplied by
the average account value over the period, multiplied by the 181/365 (to
reflect the one-half year period)
** Assumes 5% return before expenses.
44 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
FUND EXPENSES
(continued from previous page)
Beginning Ending Expenses Annualized
Account Value Account Value Paid During Expense
September 1, 2006 February 28, 2007 Period * Ratio *
- -------------------------------------------------------------------------------
International
Growth
Portfolio
Actual $1,000 $1,096.64 $0.36 0.07%
Hypothetical ** $1,000 $1,024.45 $0.35 0.07%
- -------------------------------------------------------------------------------
Small-Mid
Cap Value
Portfolio
Actual $1,000 $1,148.87 $0.27 0.05%
Hypothetical ** $1,000 $1,024.55 $0.25 0.05%
- -------------------------------------------------------------------------------
Small-Mid
Cap Growth
Portfolio
Actual $1,000 $1,136.87 $0.26 0.05%
Hypothetical ** $1,000 $1,024.55 $0.25 0.05%
- -------------------------------------------------------------------------------
Global
Value
Portfolio
Actual $1,000 $1,117.87 $0.79 0.15%
Hypothetical ** $1,000 $1,024.05 $0.75 0.15%
- -------------------------------------------------------------------------------
Global
Research
Growth
Portfolio
Actual $1,000 $1,097.61 $0.78 0.15%
Hypothetical ** $1,000 $1,024.05 $0.75 0.15%
- -------------------------------------------------------------------------------
Short Duration
Bond Portfolio
Actual $1,000 $1,028.57 $0.15 0.03%
Hypothetical ** $1,000 $1,024.65 $0.15 0.03%
- -------------------------------------------------------------------------------
Intermediate
Duration
Bond Portfolio
Actual $1,000 $1,036.24 $0.20 0.04%
Hypothetical ** $1,000 $1,024.60 $0.20 0.04%
- -------------------------------------------------------------------------------
Inflation
Protected
Securities
Portfolio
Actual $1,000 $1,013.06 $0.20 0.04%
Hypothetical ** $1,000 $1,024.60 $0.20 0.04%
- -------------------------------------------------------------------------------
High-Yield
Portfolio
Actual $1,000 $1,078.73 $0.36 0.07%
Hypothetical ** $1,000 $1,024.45 $0.35 0.07%
* Expenses are equal to each Class' annualized expense ratio, multiplied by
the average account value over the period, multiplied by the 181/365 (to
reflect the one-half year period)
** Assumes 5% return before expenses.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 45
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
U.S. VALUE PORTFOLIO
SECTOR BREAKDOWN*
o 32.8% Financial
o 11.4% Energy
o 11.3% Consumer Staples
o 9.4% Utilities
o 8.3% Consumer Growth
o 6.3% Capital Equipment [PIE CHART OMITTED]
o 6.0% Consumer Cyclicals
o 4.9% Industrial Resources
o 4.8% Technology
o 0.4% Services
o 4.4% Short-Term
U.S. LARGE CAP GROWTH PORTFOLIO
SECTOR BREAKDOWN*
o 28.2% Technology
o 19.8% Finance
o 15.7% Consumer Services
o 14.8% Health Care
o 5.5% Aerospace & Defense [PIE CHART OMITTED]
o 5.2% Consumer Staples
o 4.1% Energy
o 2.4% Capital Goods
o 1.8% Basic Industry
o 0.3% Consumer Manufacturing
o 2.2% Short-Term
* All data are as of February 28, 2007. The Portfolios' sector breakdowns
are expressed as a percentage of total investments and may vary over time.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
46 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
INDUSTRY BREAKDOWN*
o 34.7% Diversified & Others
o 15.2% Office
o 8.9% Apartments
o 8.3% Retail
o 5.8% Regional Malls
o 5.0% Other
o 5.0% Shopping Centers [PIE CHART OMITTED]
o 3.6% Lodging
o 3.5% Health Care
o 3.0% Industrial
o 2.8% Warehouse & Industrial
o 2.1% Self Storage
o 0.7% Restaurants & Lodging
o 1.4% Short-Term
COUNTRY BREAKDOWN*
o 38.7% United States
o 13.2% Japan
o 8.6% Australia
o 8.6% Hong Kong
o 7.7% United Kingdom [PIE CHART OMITTED]
o 7.0% France
o 6.0% Canada
o 2.7% Singapore
o 2.0% Netherlands
o 1.5% Germany
o 1.3% Finland
o 0.7% Italy
o 0.6% Norway
o 1.4% Short-Term
* All data are as of February 28, 2007. The Portfolio's industry and country
breakdowns are expressed as a percentage of total investments and may vary over
time.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 47
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
INTERNATIONAL VALUE PORTFOLIO
SECTOR BREAKDOWN*
o 35.4% Financial
o 13.3% Industrial Commodities
o 11.6% Capital Equipment
o 10.4% Energy
o 6.3% Technology/Electronics [PIE CHART OMITTED]
o 4.1% Telecommunication
o 4.1% Consumer Staples
o 3.8% Transportation
o 3.6% Medical
o 3.4% Utilities
o 2.8% Construction & Housing
o 1.2% Short-Term
COUNTRY BREAKDOWN*
o 20.1% United Kingdom
o 18.6% Japan
o 15.5% France
o 13.0% Germany
o 7.1% Netherlands
o 4.6% South Korea [PIE CHART OMITTED]
o 4.2% Italy
o 4.0% Taiwan
o 2.3% Switzerland
o 1.8% Brazil
o 1.6% China
o 1.5% Belgium
o 4.5% Other
o 1.2% Short-Term
* All data are as of February 28, 2007. The Portfolio's sector and country
breakdowns are expressed as a percentage of total investments and may vary over
time. "Other" country weightings for International Value Portfolio represents
less than 1.5% weightings in Hong Kong, Hungary, Israel, Spain and Sweden.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
48 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
INTERNATIONAL GROWTH PORTFOLIO
SECTOR BREAKDOWN*
o 32.9% Finance
o 10.9% Consumer Manufacturing
o 10.0% Health Care
o 8.3% Basic Industry
o 8.3% Consumer Services [PIE CHART OMITTED]
o 7.4% Capital Goods
o 7.1% Technology
o 6.3% Consumer Staples
o 2.7% Multi-Industry Companies
o 2.6% Energy
o 2.0% Utilities
o 1.5% Short-Term
COUNTRY BREAKDOWN*
o 22.5% Japan
o 20.4% Switzerland
o 12.9% United Kingdom
o 8.7% France
o 4.3% Italy
o 4.2% Ireland [PIE CHART OMITTED]
o 4.1% Australia
o 4.1% Spain
o 2.9% Germany
o 2.8% Hong Kong
o 2.6% Mexico
o 2.1% Brazil
o 6.9% Other
o 1.5% Short-Term
* All data are as of February 28, 2007. The Portfolio's sector and country
breakdowns are expressed as a percentage of total investments and may vary over
time. "Other" country weightings for International Growth Portfolio represents
less than 2.1% weightings in China, Finland, India, Russia, Sweden and Taiwan.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 49
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
SMALL-MID CAP VALUE PORTFOLIO
SECTOR BREAKDOWN*
o 22.1% Financial
o 11.9% Capital Equipment
o 11.7% Industrial Resources
o 10.1% Services
o 9.3% Consumer Staples [PIE CHART OMITTED]
o 8.6% Technology
o 7.2% Consumer Cyclicals
o 6.4% Utilities
o 5.2% Consumer Growth
o 1.2% Energy
o 6.3% Short-Term
SMALL-MID CAP GROWTH PORTFOLIO
SECTOR BREAKDOWN*
o 24.4% Consumer Services
o 24.0% Technology
o 17.9% Health Care
o 9.7% Capital Goods
o 9.4% Energy [PIE CHART OMITTED]
o 6.0% Finance
o 3.4% Basic Industry
o 2.5% Transportation
o 1.5% Aerospace & Defense
o 1.2% Short-Term
* All data are as of February 28, 2007. The Portfolios' sector breakdowns
are expressed as a percentage of total investments and may vary over time.
Please note: The security type classifications presented herein are based
on the security type categorization methodology of the Adviser. These security
type classifications are broadly defined. The "Portfolio of Investments"
section of the report reflects more specific industry information and is
consistent with the investment restrictions discussed in the Portfolio's
prospectus.
50 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
GLOBAL VALUE PORTFOLIO
SECTOR BREAKDOWN*
o 35.1% Finance
o 9.8% Energy
o 9.7% Consumer Services
o 7.9% Basic Industry
o 7.7% Consumer Manufacturing
o 6.4% Technology [PIE CHART OMITTED]
o 5.1% Utilities
o 4.4% Consumer Staples
o 4.4% Health Care
o 2.4% Transportation
o 2.0% Aerospace & Defense
o 2.0% Capital Goods
o 1.3% Industrial Resources
o 1.8% Short-Term
COUNTRY BREAKDOWN*
o 37.9% United States
o 10.0% United Kingdom
o 9.6% Japan
o 7.5% France
o 6.3% Germany [PIE CHART OMITTED]
o 4.3% Netherlands
o 3.8% Canada
o 2.5% Italy
o 2.2% Hong Kong
o 1.8% South Korea
o 1.6% Switzerland
o 1.2% Belgium
o 9.5% Other
o 1.8% Short-Term
* All data are as of February 28, 2007. The Portfolio's sector and country
breakdowns are expressed as a percentage of total investments and may vary over
time. "Other" country weightings for Global Value Portfolio represents less
than 1.2% weightings in Australia, Austria, Cayman Islands, China, Greece,
Hungary, India, Luxembourg, Singapore, South Africa, Spain, Taiwan and Thailand.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 51
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
GLOBAL RESEARCH GROWTH PORTFOLIO
SECTOR BREAKDOWN*
o 29.0% Finance
o 13.4% Health Care
o 12.1% Technology
o 8.4% Basic Industry
o 7.9% Consumer Services
o 7.8% Consumer Staples [PIE CHART OMITTED]
o 5.8% Energy
o 5.7% Consumer Manufacturing
o 5.1% Capital Goods
o 1.6% Multi-Industry Companies
o 1.4% Aerospace & Defense
o 1.3% Utilities
o 0.5% Short-Term
COUNTRY BREAKDOWN*
o 51.0% United States
o 11.5% Switzerland
o 8.5% Japan
o 7.1% United Kingdom
o 2.7% France
o 2.6% Italy [PIE CHART OMITTED]
o 2.1% Bermuda
o 2.0% Brazil
o 2.0% Russia
o 1.7% Australia
o 1.3% China
o 1.2% Spain
o 5.8% Other
o 0.5% Short-Term
* All data are as of February 28, 2007. The Portfolios' sector and country
breakdowns are expressed as a percentage of total investments and may vary over
time. "Other" country weightings for Global Research Growth Portfolio
represents less than 1.2% weightings in Argentina, Cayman Islands, Finland,
Greece, Hong Kong, India, Ireland, Israel, Luxembourg, Mexico, Netherlands,
South Korea, Sweden and Taiwan.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
52 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
SHORT DURATION BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
o 20.7% Mortgage Pass-Thrus
o 15.8% Government-Related -- US Agencies
o 14.3% Mortgage CMOS [PIE CHART OMITTED]
o 13.7% U.S. Treasuries
o 10.8% Commercial Mortgage Backed Securities
o 7.5% Corporates -- Investment Grade
o 6.1% Asset-Backed Securities
o 11.1% Short-Term
INTERMEDIATE DURATION BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
o 40.9% Mortgage Pass-Thrus
o 12.9% Corporates -- Investment Grade
o 10.8% Non-US Dollar
o 6.7% Commercial Mortgage Backed Securities
o 6.3% U.S. Treasuries [PIE CHART OMITTED]
o 2.8% Asset Backed Securities
o 2.4% Government-Related -- Non US Issuers
o 2.2% Mortgage CMOS
o 0.1% Corporates -- Non-Investment Grade
o 14.9% Short Term
* All data are as of February 28, 2007. The Portfolios' security type
breakdowns are expressed as a percentage of total investments and may vary over
time.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 53
PORTFOLIO SUMMARY
February 28, 2007 (unaudited)
INFLATION PROTECTED SECURITIES PORTFOLIO
SECURITY TYPE BREAKDOWN*
o 97.9% U.S. Government & Government
Sponsored Agency Obligations [PIE CHART OMITTED]
o 1.6% Non U.S. Dollar Sovereign Debt Obligations
o 0.5% Short-Term
HIGH YIELD PORTFOLIO
SECURITY TYPE BREAKDOWN*
o 92.7% Corporates -- Non-Investment Grade
o 4.4% Corporates -- Investment Grade [PIE CHART OMITTED]
o 0.9% Emerging Markets -- Non-Investment Grade
o 0.2% Preferred Stocks
o 0.0% Common Stocks
o 1.8% Short-Term
* All data are as of February 28, 2007. The Portfolios' security type
breakdowns are expressed as a percentage of total investments and may vary over
time.
Please note: The sector classifications presented herein are based on the
sector categorization methodology of the Adviser. These sector classifications
are broadly defined. The "Portfolio of Investments" section of the report
reflects more specific industry information and is consistent with the
investment restrictions discussed in the Portfolio's prospectus.
54 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
U.S. VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-95.4%
Financial-32.7%
Banks - NYC-7.0%
CIT Group, Inc. 97,300 $ 5,494,531
Citigroup, Inc. 1,729,800 87,181,920
JPMorgan Chase & Co. 1,299,100 64,175,540
------------
156,851,991
Finance - Personal Loans-0.8%
Countrywide Financial Corp. 432,400 16,552,272
Life Insurance-2.4%
Genworth Financial, Inc.-Class A 449,200 15,888,204
MetLife, Inc. 316,300 19,974,345
Prudential Financial, Inc. 42,800 3,892,232
Torchmark Corp. 101,400 6,481,488
UnumProvident Corp. 342,700 7,337,207
------------
53,573,476
Major Regional Banks-8.1%
Bank of America Corp. 1,327,994 67,555,055
BB&T Corp. 32,700 1,389,096
Comerica, Inc. 198,600 11,993,454
Fifth Third Bancorp 186,000 7,492,080
Keycorp 89,900 3,392,826
Mellon Financial Corp. 308,300 13,389,469
National City Corp. 442,800 16,759,980
SunTrust Banks, Inc. 149,800 12,629,638
U.S. Bancorp 336,000 11,981,760
Wachovia Corp. 335,400 18,571,098
Wells Fargo & Co. 449,200 15,587,240
------------
180,741,696
Miscellaneous Financial-3.8%
Goldman Sachs Group, Inc. 25,000 5,040,000
Janus Capital Group, Inc. 373,650 7,940,063
MBIA, Inc. 201,400 13,387,058
Merrill Lynch & Co., Inc. 389,500 32,593,360
MGIC Investment Corp. 182,500 11,013,875
Morgan Stanley 161,100 12,069,612
Waddell & Reed Financial, Inc.-Class A 151,300 3,688,694
------------
85,732,662
Multi-Line Insurance-3.5%
American International Group, Inc. 741,900 49,781,490
Fidelity National Financial, Inc.-Class A 522,500 12,540,000
Hartford Financial Services Group, Inc. 174,600 16,510,176
------------
78,831,666
ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO o 55
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Property - Casualty Insurance-3.6%
ACE, Ltd. 145,900 $ 8,193,744
Allstate Corp. 97,050 5,828,823
Chubb Corp. 296,800 15,151,640
Old Republic International Corp. 496,200 11,075,184
PartnerRe, Ltd. 66,100 4,592,628
RenaissanceRe Holdings, Ltd. 128,700 6,599,736
The Travelers Cos, Inc. 397,186 20,161,161
XL Capital Ltd.-Class A 124,300 8,825,300
------------
80,428,216
Savings & Loan-3.5%
Astoria Financial Corp. 235,300 6,651,931
Federal Home Loan Mortgage Corp. 330,500 21,211,490
Federal National Mortgage Association 500,500 28,393,365
Washington Mutual, Inc. 513,500 22,121,580
------------
78,378,366
------------
731,090,345
Energy-11.4%
Gas Pipelines-0.0%
El Paso Corp. 56,000 805,280
Oils - Integrated Domestic-2.7%
ConocoPhillips 365,500 23,911,010
Marathon Oil Corp. 233,500 21,187,790
Occidental Petroleum Corp. 71,200 3,288,016
Total SA (ADR) 162,000 10,905,840
------------
59,292,656
Oils - Integrated International-8.7%
BP PLC (ADR) 170,700 10,521,948
Chevron Corp. 838,300 57,515,763
Exxon Mobil Corp. 1,642,000 117,698,560
Royal Dutch Shell PLC (ADR) 133,400 8,672,334
------------
194,408,605
------------
254,506,541
Consumer Staples-11.3%
Beverages - Soft, Lite & Hard-1.3%
The Coca-Cola Co. 101,400 4,733,352
Coca-Cola Enterprises, Inc. 224,800 4,516,232
Molson Coors Brewing Co.-Class B 154,000 13,003,760
PepsiCo, Inc. 124,100 7,836,915
------------
30,090,259
56 o ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Foods-2.8%
Bunge, Ltd. 53,800 $ 4,269,568
ConAgra Foods, Inc. 419,900 10,594,077
General Mills, Inc. 198,500 11,187,460
Kellogg Co. 210,100 10,488,192
Kimberly-Clark Corp. 200,000 13,622,000
Kraft Foods, Inc.-Class A 32,700 1,043,784
Sara Lee Corp. 654,400 10,771,424
------------
61,976,505
Restaurants-1.1%
McDonald's Corp. 556,700 24,338,924
Retail Stores - Food-1.2%
Kroger Co. 398,300 10,224,361
Safeway, Inc. 458,600 15,853,802
------------
26,078,163
Soaps-2.6%
Clorox Co. 152,900 9,687,744
Colgate-Palmolive Co. 180,200 12,138,272
Procter & Gamble Co. 590,100 37,465,449
------------
59,291,465
Tobacco-2.3%
Altria Group, Inc. 486,800 41,027,504
UST, Inc. 173,900 10,096,634
------------
51,124,138
------------
252,899,454
Utilities-9.4%
Electric Companies-2.3%
Allegheny Energy, Inc.(a) 235,800 11,139,192
Alliant Energy Corp. 17,600 736,032
Constellation Energy Group, Inc. 34,350 2,702,314
Entergy Corp. 143,700 14,183,190
Northeast Utilities 137,900 4,007,374
TXU Corp. 195,600 12,938,940
Wisconsin Energy Corp. 85,125 4,081,744
------------
49,788,786
Telephone-7.1%
American Tower Corp.-Class A(a) 90,000 3,486,600
AT&T, Inc. 2,070,855 76,207,464
Crown Castle International Corp.(a) 287,600 9,421,776
Embarq Corp.-Class W 38,305 2,120,182
Idearc, Inc. 18,740 637,160
Sprint Nextel Corp. 1,215,600 23,436,768
Verizon Communications, Inc. 1,164,200 43,576,006
------------
158,885,956
------------
208,674,742
ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO o 57
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Consumer Growth-8.3%
Advertising-0.3%
Interpublic Group of Cos., Inc.(a) 611,100 $ 7,693,749
Drugs-4.1%
Merck & Co. Inc. 690,200 30,479,232
Pfizer, Inc. 2,489,800 62,145,408
------------
92,624,640
Entertainment-2.5%
CBS Corp.-Class B 540,000 16,389,000
Time Warner, Inc. 1,335,900 27,185,565
Viacom, Inc.-Class B(a) 128,000 4,997,120
The Walt Disney Co. 198,900 6,814,314
------------
55,385,999
Hospital Management-0.0%
Tenet Healthcare Corp.(a) 157,800 1,077,774
Other Medical-0.4%
AmerisourceBergen Corp.-Class A 156,700 8,253,389
Radio - TV Broadcasting-1.0%
Comcast Corp.-Class A(a) 605,700 15,578,604
Comcast Corp.-Special-Class A(a) 223,425 5,686,166
------------
21,264,770
------------
186,300,321
Capital Equipment-6.2%
Aerospace & Defense-0.5%
Boeing Co. 126,400 11,030,928
Auto Trucks - Parts-0.8%
Cummins, Inc. 85,100 11,461,268
Eaton Corp. 81,900 6,634,719
------------
18,095,987
Defense-1.1%
Lockheed Martin Corp. 108,700 10,574,336
Northrop Grumman Corp. 200,900 14,434,665
------------
25,009,001
Electrical Equipment-3.1%
Cooper Industries, Ltd.-Class A 54,800 5,027,352
General Electric Co. 1,853,700 64,731,204
------------
69,758,556
Miscellaneous Capital Goods-0.7%
Ingersoll-Rand Co. Ltd.-Class A 144,000 6,236,640
SPX Corp. 132,300 9,247,770
------------
15,484,410
------------
139,378,882
58 o ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Consumer Cyclicals-6.0%
Autos & Auto Parts OEMS-1.9%
American Axle & Manufacturing Holdings, Inc. 11,000 $ 269,830
Autoliv, Inc. 162,800 9,287,740
BorgWarner, Inc. 121,100 8,917,804
DaimlerChrysler AG 159,000 10,823,130
Magna International, Inc.-Class A 109,000 8,022,400
Toyota Motor Corp. (ADR) 30,200 4,031,700
------------
41,352,604
Household - Appliances/Durables-0.5%
Black & Decker Corp. 123,600 10,415,772
Miscellaneous Consumer Cyclicals-0.1%
Newell Rubbermaid, Inc. 90,900 2,783,358
Retailers-2.1%
Dollar Tree Stores, Inc.(a) 107,900 3,680,469
Federated Department Stores, Inc. 168,100 7,507,346
The Gap, Inc. 655,500 12,579,045
Limited Brands Inc. 282,000 7,805,760
Office Depot, Inc.(a) 309,400 10,321,584
Saks, Inc. 299,500 5,786,340
------------
47,680,544
Textiles/Shoes - Apparel Manufacturing-0.9%
Jones Apparel Group, Inc. 256,400 8,440,688
VF Corp. 150,500 12,011,405
------------
20,452,093
Toys-0.5%
Mattel, Inc. 455,500 11,847,555
------------
134,531,926
Industrial Resources-4.9%
Chemicals-2.6%
Avery Dennison Corp. 149,100 9,909,186
Dow Chemical Co. 449,200 19,674,960
E.I. Du Pont de Nemours & Co. 164,400 8,343,300
Hercules, Inc.(a) 63,825 1,286,712
Lubrizol Corp. 123,500 6,422,000
PPG Industries, Inc. 163,400 10,825,250
------------
56,461,408
Containers - Metal/Glass/Paper-1.0%
Crown Holdings, Inc.(a) 374,900 8,562,716
Owens-Illinois, Inc.(a) 275,200 6,538,752
Sonoco Products Co. 210,400 7,789,008
------------
22,890,476
Paper-0.7%
Smurfit-Stone Container Corp.(a) 439,600 5,424,664
Temple-Inland, Inc. 179,600 10,740,080
------------
16,164,744
ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO o 59
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Steel-0.6%
Arcelor Mittal 250,200 $ 12,725,172
------------
108,241,800
Technology-4.8%
Communication - Equipment Manufacturers-0.6%
Cisco Systems, Inc.(a) 177,700 4,609,538
Nokia OYJ (ADR) 379,300 8,280,119
------------
12,889,657
Computer Services/Software-1.5%
Accenture Ltd.-Class A 235,400 8,403,780
Ceridian Corp.(a) 204,800 6,680,576
Electronic Data Systems Corp. 321,700 9,014,034
Microsoft Corp. 336,800 9,487,656
------------
33,586,046
Computer/Instrumentation-0.8%
Celestica, Inc.(a) 339,400 2,131,432
Flextronics International Ltd.(a) 924,900 10,109,157
Sanmina-SCI Corp.(a) 599,600 2,224,516
Solectron Corp.(a) 959,100 3,088,302
------------
17,553,407
Computers-1.1%
Hewlett-Packard Co. 260,600 10,262,428
International Business Machines Corp. 149,800 13,932,898
------------
24,195,326
Miscellaneous Industrial Technology-0.3%
Arrow Electronics, Inc.(a) 136,200 5,219,184
Tech Data Corp.(a) 42,875 1,598,380
------------
6,817,564
Office Automation-0.5%
Lexmark International, Inc.-Class A(a) 182,600 11,058,256
------------
106,100,256
Services-0.4%
Railroads-0.4%
CSX Corp. 245,400 9,244,218
Total Common Stocks
(cost $1,836,743,018) 2,130,968,485
SHORT-TERM INVESTMENTS-4.3%
Investment Companies-4.3%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(b)
(cost $96,946,304) 96,946,304 96,946,304
60 o ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO
Company U.S. $ Value
- -------------------------------------------------------------------------------
Total Investments-99.7%
(cost $1,933,689,322) $ 2,227,914,789
Other assets less liabilities-0.3% 6,275,030
Net Assets-100.0% $ 2,234,189,819
(a) Non-income producing security.
(b) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
ALLIANCEBERNSTEIN U.S. VALUE PORTFOLIO o 61
U.S. LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-99.2%
Technology-28.6%
Communication Equipment-4.1%
Cisco Systems, Inc.(a) 2,942,500 $ 76,328,450
QUALCOMM, Inc. 354,900 14,295,372
------------
90,623,822
Communication Services-0.5%
Monster Worldwide, Inc.(a) 206,000 10,271,160
Computer Hardware/Storage-8.6%
Apple, Inc.(a) 1,303,550 110,293,366
Hewlett-Packard Co. 1,425,900 56,151,942
Sun Microsystems, Inc.(a) 3,607,400 22,113,362
------------
188,558,670
Computer Peripherals-1.7%
Network Appliance, Inc.(a) 950,200 36,744,234
Computer Services-0.4%
DST Systems, Inc.(a) 114,100 8,034,922
Internet Infrastructure-1.1%
Akamai Technologies, Inc.(a) 482,900 24,903,153
Internet Media-5.5%
Google, Inc.-Class A(a) 267,605 120,275,067
Semiconductor Components-3.7%
Broadcom Corp.-Class A(a) 1,504,300 51,281,587
NVIDIA Corp.(a) 1,008,300 31,257,300
------------
82,538,887
Software-3.0%
Adobe Systems, Inc.(a) 446,700 17,532,975
Microsoft Corp. 1,753,200 49,387,644
------------
66,920,619
------------
628,870,534
Finance-20.0%
Banking - Money Center-4.0%
Credit Suisse Group (New York Exchange)
(ADR) 826,385 57,227,161
JPMorgan Chase & Co. 629,300 31,087,420
------------
88,314,581
62 o ALLIANCEBERNSTEIN U.S. LARGE CAP GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Brokerage & Money Management-11.3%
The Charles Schwab Corp. 1,407,000 $ 26,001,360
Franklin Resources, Inc. 571,650 67,105,993
Goldman Sachs Group, Inc. 142,090 28,645,344
Janus Capital Group, Inc. 116,500 2,475,625
Lazard Ltd.-Class A 232,000 11,945,680
Legg Mason, Inc. 477,940 49,103,556
Lehman Brothers Holdings, Inc. 83,000 6,083,900
Merrill Lynch & Co., Inc. 677,400 56,684,832
------------
248,046,290
Financial Services-2.8%
Chicago Mercantile Exchange Holdings, Inc.-
Class A 64,800 34,935,624
NYSE Group, Inc.(a) 318,700 27,057,630
------------
61,993,254
Insurance-1.9%
American International Group, Inc. 619,560 41,572,476
------------
439,926,601
Consumer Services-15.9%
Apparel-0.6%
Nike, Inc.-Class B 133,800 13,978,086
Broadcasting & Cable-3.8%
Comcast Corp.-Special-Class A(a) 2,343,250 59,635,712
Time Warner, Inc. 1,171,700 23,844,095
------------
83,479,807
Cellular Communications-1.0%
America Movil SAB de CV Series L (ADR) 341,200 14,944,560
Nii Holdings Inc-B(a) 112,800 7,990,752
------------
22,935,312
Gaming-0.3%
Melco PBL Entertainment Macau Ltd. (ADR)(a) 340,597 5,653,910
Restaurants & Lodging-5.3%
Hilton Hotels Corp. 603,300 21,296,490
Las Vegas Sands Corp.(a) 169,800 14,650,344
McDonald's Corp. 957,350 41,855,342
Starwood Hotels & Resorts Worldwide, Inc. 577,750 38,015,950
------------
115,818,126
Retail - General Merchandise-4.9%
eBay, Inc.(a) 405,000 12,984,300
Kohl's Corp.(a) 701,200 48,375,788
Target Corp. 759,050 46,704,347
------------
108,064,435
------------
349,929,676
ALLIANCEBERNSTEIN U.S. LARGE CAP GROWTH PORTFOLIO o 63
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Health Care-15.0%
Biotechnology-5.2%
Genentech, Inc.(a) 504,900 $ 42,598,413
Gilead Sciences, Inc.(a) 992,000 70,987,520
------------
113,585,933
Medical Products-4.5%
Abbott Laboratories 507,200 27,703,264
Alcon, Inc. 542,000 67,544,040
Medtronic, Inc. 86,800 4,371,248
------------
99,618,552
Medical Services-5.3%
WellPoint, Inc.(a) 1,460,600 115,957,034
------------
329,161,519
Aerospace & Defense-5.6%
Aerospace-5.6%
Boeing Co. 1,016,800 88,736,136
Rockwell Collins, Inc. 287,550 18,828,774
Spirit Aerosystems Holdings, Inc.-Class A(a) 532,200 15,705,222
------------
123,270,132
Consumer Staples-5.3%
Food-1.3%
WM Wrigley Jr Co. 592,000 29,481,600
Household Products-4.0%
Procter & Gamble Co. 1,372,300 87,127,327
------------
116,608,927
Energy-4.2%
Oil Service-4.2%
GlobalSantaFe Corp. 107,900 6,218,277
Halliburton Co. 1,872,500 57,822,800
Schlumberger, Ltd. 428,500 26,909,800
------------
90,950,877
Capital Goods-2.5%
Engineering & Construction-1.0%
Fluor Corp. 255,600 21,590,532
Miscellaneous-1.5%
General Electric Co. 937,900 32,751,468
------------
54,342,000
Basic Industry-1.8%
Chemicals-1.8%
Monsanto Co. 752,400 39,643,956
Consumer Manufacturing-0.3%
Auto & Related-0.3%
Toyota Motor Corp. (ADR) 50,040 6,680,340
------------
Total Common Stocks
(cost $1,980,157,333) 2,179,384,562
64 o ALLIANCEBERNSTEIN U.S. LARGE CAP GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS-2.2%
Investment Companies-2.2%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(b)
(cost $48,020,987) 48,020,987 $ 48,020,987
----------------
Total Investments-101.4%
(cost $2,028,178,320) 2,227,405,549
Other assets less liabilities-(1.4)% (31,115,944)
----------------
Net Assets-100.0% $ 2,196,289,605
(a) Non-income producing security.
(b) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
ALLIANCEBERNSTEIN U.S. LARGE CAP GROWTH PORTFOLIO o 65
GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-97.5%
Real Estate Investment Trusts-96.8%
Apartments-8.8%
Apartment Investment & Management Co.-
Class A 154,800 $ 9,111,528
Archstone-Smith Trust 169,400 9,555,854
AvalonBay Communities, Inc. 85,200 11,720,112
Boardwalk Real Estate Investment Trust 190,400 8,123,256
Camden Property Trust 35,400 2,548,092
Canadian Apartment Properties REI 100,000 1,812,586
Deutsche Wohnen AG 60,000 3,656,112
Equity Residential 313,200 15,907,428
Essex Property Trust, Inc. 27,000 3,750,030
Mid-America Apartment Communities, Inc. 164,500 9,085,335
Mirvac Group 1,699,816 7,594,200
Stockland 444,084 3,031,833
United Dominion Realty Trust, Inc. 243,350 7,945,377
------------
93,841,743
Diversified & Others-34.3%
Alexandria Real Estate Equities, Inc. 108,700 11,434,153
British Land Co. PLC 712,226 20,869,958
Canadian Real Estate Investment Trust 241,800 6,818,198
Cominar Real Estate Investment Trust 164,900 3,592,384
Digital Realty Trust, Inc. 333,400 13,215,976
Fonciere Des Regions 92,300 16,936,106
Forest City Enterprises, Inc.-Class A 208,013 12,851,043
General Property Group 3,347,500 13,315,045
H&R Real Estate Investment 137,100 3,018,404
Hang Lung Properties, Ltd. 5,210,000 13,690,750
Keppel Land Ltd 2,550,000 13,942,083
Kerry Properties Ltd. 4,664,832 23,139,367
Land Securities Group PLC 582,309 23,442,583
Mitsui Fudosan Co. Ltd. 1,309,000 36,213,356
Multiplex Group 1,939,400 6,758,868
New World Development Co., Ltd. 10,911,443 24,008,649
Sino Land Co. 5,648,601 13,007,820
Sumitomo Realty & Development 750,000 29,930,115
Sun Hung Kai Properties Ltd. 1,446,600 17,162,535
Unibail 150,918 43,561,334
Vornado Realty Trust 157,500 20,034,000
------------
366,942,727
Health Care-3.4%
Health Care Property Investors, Inc. 382,500 14,064,525
Nationwide Health Properties, Inc. 140,000 4,631,200
Ventas, Inc. 389,500 17,850,785
------------
36,546,510
66 o ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Industrial-3.0%
Brixton PLC 293,500 $ 2,804,443
DB RREEF Trust 11,188,095 15,407,635
Macquarie Goodman Group 1,483,445 8,389,212
Slough Estates PLC 339,050 4,926,694
------------
31,527,984
Lodging-3.5%
Equity Inns, Inc. 191,000 2,960,500
FelCor Lodging Trust, Inc. 325,300 7,670,574
Highland Hospitality Corp. 170,500 2,797,905
Host Hotels & Resorts, Inc. 528,857 13,898,362
LaSalle Hotel Properties 83,177 3,695,554
Strategic Hotels & Resorts, Inc. 324,800 6,830,544
------------
37,853,439
Office-15.1%
Allied Properties Real Estate
Investment Trust 147,300 3,022,572
Beni Stabili SpA 4,650,000 7,692,169
Boston Properties, Inc. 158,000 18,975,800
Brookfield Properties Corp. 307,800 13,697,100
Corporate Office Properties Trust SBI MD 89,025 4,542,055
Derwent Valley Holdings PLC 267,945 10,961,470
Dundee Real Estate Investment Trust 151,300 5,262,384
Eurocastle Investment Ltd. 275,000 15,375,673
Great Portland Estates PLC 610,000 8,979,352
ING Office Fund 8,019,300 9,912,692
IVG Immobilien AG 282,000 12,578,906
Japan Real Estate Investment-Class A 1,060 13,068,952
Maguire Properties, Inc. 219,500 8,573,670
Nippon Building Fund, Inc.-Class A 961 14,038,680
SL Green Realty Corp. 102,800 14,994,408
------------
161,675,883
Other-5.0%
Mitsubishi Estate Co. Ltd. 610,000 19,048,363
Nomura Real Estate Office Fund, Inc.-Class A 1,830 21,805,625
Norwegian Property ASA(a) 585,000 6,677,973
NTT Urban Development Corp. 2,600 5,906,700
------------
53,438,661
Regional Malls-5.7%
General Growth Properties, Inc. 259,200 16,441,056
Simon Property Group, Inc. 295,600 33,325,944
Taubman Centers, Inc. 194,400 11,560,968
------------
61,327,968
Retail-8.2%
CapitaMall Trust 6,238,800 14,127,975
Centro Properties Group 439,127 3,134,652
Hammerson PLC 326,000 9,792,245
Klepierre 68,700 13,522,908
Primaris Retail Real Estate
Investment Trust 177,020 3,313,066
ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT PORTFOLIO o 67
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
RioCan Real Estate Investment Trust(a)(b) 132,100 $ 3,005,456
RioCan Real Estate Investment Trust 489,700 11,141,345
Rodamco Europe NV 41,550 5,715,628
Westfield Group 1,370,964 23,550,794
------------
87,304,069
Self Storage-2.1%
Public Storage, Inc. 218,500 22,127,495
Shopping Centers-4.9%
Citycon Oyj 1,810,000 13,572,440
Developers Diversified Realty Corp. 192,800 12,639,968
Federal Realty Investment Trust 47,000 4,253,030
Kimco Realty Corp. 322,200 16,193,772
Tanger Factory Outlet Centers 151,100 6,071,198
------------
52,730,408
Warehouse & Industrial-2.8%
First Industrial Realty Trust, Inc. 46,000 2,136,700
ProLogis Trust 423,300 27,992,829
------------
30,129,529
------------
1,035,446,416
Consumer Services-0.7%
Restaurants & Lodging-0.7%
Starwood Hotels & Resorts Worldwide, Inc. 116,100 7,639,380
------------
Total Common Stocks
(cost $772,699,097) 1,043,085,796
SHORT-TERM INVESTMENTS-1.3%
Investment Companies-1.3%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(c)
(cost $14,659,820) 14,659,820 14,659,820
------------
Total Investments-98.8%
(cost $787,359,917) 1,057,745,616
Other assets less liabilities-1.2% 12,305,986
------------
Net Assets-100.0% $ 1,070,051,602
(a) Non-income producing 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
February 28, 2007, the market value of this security amounted to $3,005,456 or
0.3% of net assets.
(c) Investment in affiliated money market mutual fund.
See notes to financial statements.
68 o ALLIANCEBERNSTEIN GLOBAL REAL ESTATE INVESTMENT PORTFOLIO
INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-97.5%
Financial-34.9%
Banking-20.1%
Bank Hapoalim BM 1,664,800 $ 7,704,268
Bank Leumi Le-Israel 736,900 2,645,233
Barclays PLC 1,831,300 26,555,346
BNP Paribas SA 263,100 27,435,252
Credit Agricole SA 500,071 19,921,229
Credit Suisse Group 394,500 27,258,514
Fortis (Euronext Amsterdam) 5,900 253,504
Fortis (Euronext Brussels) 401,200 17,237,998
HBOS PLC 958,560 20,288,237
Kookmin Bank 164,700 14,792,837
Royal Bank of Scotland Group PLC 698,900 27,478,937
Societe Generale 131,381 22,094,577
Sumitomo Mitsui Financial Group, Inc. 2,809 27,327,490
------------
240,993,422
Financial Services-2.7%
ORIX Corp. 119,670 32,966,335
Insurance-12.1%
Allianz SE 151,100 32,509,743
Aviva PLC 1,273,223 20,387,188
Fondiaria-Sai SpA (ordinary shares) 207,700 9,465,936
Fondiaria-Sai SpA (saving shares) 19,000 666,689
Friends Provident PLC 2,652,020 10,689,986
ING Groep NV 922,011 39,332,837
Muenchener Rueckversicherungs AG 204,900 32,650,391
------------
145,702,770
------------
419,662,527
Industrial Commodities-13.1%
Chemicals-3.2%
BASF AG 265,700 27,024,596
Mitsui Chemicals, Inc. 1,280,000 11,127,545
------------
38,152,141
Forest & Paper-0.9%
Svenska Cellulosa AB-Class B 214,400 11,085,281
Metal-Nonferrous-1.9%
Xstrata PLC 475,240 22,248,177
Metal-Steel-7.1%
JFE Holdings, Inc. 660,500 40,855,297
Mittal Steel Co. NV (Euronext Amsterdam) 165,500 8,390,493
Mittal Steel Co. NV (Euronext Paris) 294,332 14,870,158
POSCO 58,000 21,768,491
------------
85,884,439
------------
157,370,038
ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO o 69
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Capital Equipment-11.4%
Aerospace & Defense-2.9%
BAE Systems PLC 1,488,100 $ 12,673,972
European Aeronautic Defence & Space Co., NV 638,320 21,816,611
------------
34,490,583
Automobiles-7.6%
Compagnie Generale des Etablissements
Michelin-Class B 190,900 19,830,790
Continental AG 48,300 6,024,001
Hyundai Mobis 133,410 11,129,835
Renault SA 277,300 32,925,355
Toyota Motor Corp. 319,600 21,466,262
------------
91,376,243
Machinery & Engineering-0.9%
Sumitomo Heavy Industries Ltd. 1,093,000 11,260,480
------------
137,127,306
Energy-10.3%
Energy Sources-10.3%
BP PLC 806,100 8,263,785
China Petroleum & Chemical Corp.-Class H 17,332,500 13,822,359
ENI SpA 976,800 29,916,817
MOL Hungarian Oil and Gas NyRt 69,800 7,481,844
PetroChina Co., Ltd.-Class H 4,412,000 5,161,613
Petroleo Brasileiro SA (NY) (ADR) 257,300 20,990,534
Repsol YPF SA 343,200 10,862,608
Total SA 398,400 26,833,292
------------
123,332,852
Technology/Electronics-6.2%
Electrical & Electronics-0.8%
Compal Electronics, Inc. (GDR)(a) 2,168,609 9,325,019
Electronic Components & Instruments-5.4%
AU Optronics Corp. 8,117,400 11,422,400
Samsung Electronics Co. Ltd. 12,150 7,338,298
Sharp Corp. 1,053,000 19,620,015
Taiwan Semiconductor Manufacturing Co. Ltd.
(ADR) 1,072,023 11,899,455
United Microelectronics Corp. 25,201,227 14,970,135
------------
65,250,303
------------
74,575,322
Telecommunications-4.1%
China Netcom Group Corp Ltd. 5,620,000 13,268,789
Nippon Telegraph & Telephone Corp. 2,031 10,759,021
Vodafone Group PLC 9,082,937 25,162,929
------------
49,190,739
Consumer Staples-4.0%
Beverages & Tobacco-1.9%
Japan Tobacco, Inc. 5,069 23,182,072
70 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Food & Household Products-2.1%
J Sainsbury PLC 2,501,900 $ 25,041,875
------------
48,223,947
Transportation-3.8%
Transportation - Airlines-2.3%
Air France-KLM 298,000 12,916,546
Deutsche Lufthansa AG 547,700 14,833,224
------------
27,749,770
Transportation - Shipping-1.5%
Mitsui OSK Lines Ltd. 1,541,000 17,475,243
------------
45,225,013
Medical-3.5%
Health & Personal Care-3.5%
AstraZeneca PLC 258,000 14,467,872
GlaxoSmithKline PLC 246,300 6,910,726
Sanofi-Aventis 249,319 21,170,222
------------
42,548,820
Utilities-3.4%
Utility (Electric & Gas)-3.4%
E.ON AG 184,200 24,146,390
RWE AG 163,120 16,633,743
------------
40,780,133
Construction & Housing-2.8%
Building Materials-0.8%
Buzzi Unicem SpA 194,400 5,687,049
Italcementi SpA 119,400 3,578,723
------------
9,265,772
Construction & Housing-1.9%
George Wimpey PLC 515,700 5,734,631
Leopalace21 Corp. 140,000 4,429,420
Persimmon PLC 158,400 4,329,517
Taylor Woodrow PLC 1,035,400 8,244,576
------------
22,738,144
Real Estate-0.1%
Sino Land Co. 493,800 1,137,142
------------
33,141,058
Total Common Stocks
(cost $897,504,629) 1,171,177,755
SHORT-TERM INVESTMENTS-1.2%
Investment Companies-1.2%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(b)
(cost $13,929,321) 13,929,321 13,929,321
ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO o 71
Company U.S. $ Value
- -------------------------------------------------------------------------------
Total Investments-98.7%
(cost $911,433,950) $ 1,185,107,076
Other assets less liabilities-1.3% 15,683,120
---------------
Net Assets-100.0% $ 1,200,790,196
FINANCIAL FUTURES CONTRACTS (see Note C)
Value at Unrealized
Number of Expiration Original February 28, Appreciation/
Type Contracts Month Value 2007 (Depreciation)
- -------------------------------------------------------------------------------------------
Purchased Contracts
EURO March
STOXX 50 282 2007 $15,490,447 $15,278,181 $212,266
(a) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. These securities are considered liquid and may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At February 28, 2007, the aggregate market value of these securities
amounted to $9,325,019 or 0.8% of net assets.
(b) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
See notes to financial statements.
72 o ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO
INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-96.8%
Finance-32.5%
Banking-3.2%
UBS AG (Swiss Virt-X) 595,015 $ 35,135,089
Banking - Money Center-12.9%
Anglo Irish Bank Corp. PLC (Dublin) 1,010,764 21,530,233
Anglo Irish Bank Corp. PLC (London Exchange) 400,275 8,481,862
Banco Bilbao Vizcaya Argentaria SA 1,019,803 24,818,101
BNP Paribas SA 148,403 15,475,004
Credit Suisse Group 707,681 48,898,182
Mitsubishi UFJ Financial Group, Inc. 909 11,146,586
Standard Chartered PLC 431,358 12,047,229
------------
142,397,197
Banking - Regional-4.6%
China Construction Bank Corp.-Class H 8,715,000 4,870,138
Macquarie Bank Ltd. 320,925 20,011,841
UniCredito Italiano SpA 2,731,076 25,222,655
------------
50,104,634
Brokerage & Money Management-5.5%
Man Group PLC 2,560,978 27,533,343
Nomura Holdings, Inc. 1,546,300 33,486,821
------------
61,020,164
Insurance-3.4%
QBE Insurance Group, Ltd. 883,336 22,378,915
Swiss Reinsurance 182,061 15,486,734
------------
37,865,649
Miscellaneous-2.9%
3i Group PLC 763,083 16,675,625
ORIX Corp. 56,840 15,658,114
------------
32,333,739
------------
358,856,472
Consumer Manufacturing-10.8%
Auto & Related-5.7%
Denso Corp. 442,000 17,220,100
Fiat SpA(a) 501,163 11,866,422
Honda Motor Co. Ltd. 151,700 5,637,935
Toyota Motor Corp. 413,800 27,793,302
------------
62,517,759
Building & Related-5.1%
CRH PLC 371,360 15,451,533
Daiwa House Industry Co. Ltd. 751,000 13,470,384
Vinci, SA 200,471 27,708,464
------------
56,630,381
------------
119,148,140
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO o 73
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Health Care-9.8%
Drugs-6.5%
Daiichi Sankyo Co. Ltd. 422,300 $ 13,632,894
Merck KGaA 95,457 11,879,860
Novartis AG 186,374 10,344,057
Roche Holding AG 205,682 36,600,921
------------
72,457,732
Medical Products-3.3%
Alcon, Inc. 80,700 10,056,834
Essilor International, SA 124,883 14,235,457
Nobel Biocare Holding AG 35,711 11,828,484
------------
36,120,775
------------
108,578,507
Basic Industry-8.2%
Chemicals-1.7%
Bayer AG 335,790 19,330,803
Mining & Metals-6.5%
China Shenhua Energy Co. Ltd.-Class H 4,703,500 11,894,839
Cia Vale do Rio Doce (ADR) 500,100 17,063,412
MMC Norilsk Nickel (ADR) 39,667 7,040,893
Rio Tinto PLC 151,514 8,162,052
Xstrata PLC 590,749 27,655,686
------------
71,816,882
------------
91,147,685
Consumer Services-8.2%
Airlines-0.5%
easyJet PLC(a) 415,377 5,369,713
Apparel-0.8%
Inditex SA 152,260 8,848,638
Broadcasting & Cable-0.8%
Grupo Televisa, SA (ADR) 329,500 8,992,055
Cellular Communications-2.2%
America Movil SAB de CV Series L (ADR) 428,700 18,777,060
China Mobile Ltd. 642,000 5,959,923
------------
24,736,983
Entertainment & Leisure-0.2%
Aristocrat Leisure Ltd. 172,067 2,286,737
Miscellaneous-1.9%
Capita Group PLC 873,429 11,067,093
Li & Fung Ltd. 3,208,000 10,199,085
------------
21,266,178
Restaurants & Lodging-0.5%
Accor, SA 61,791 5,447,311
74 o ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Retail - General Merchandise-1.3%
Esprit Holdings Ltd. 1,327,500 $ 13,833,590
------------
90,781,205
Capital Goods-7.3%
Electrical Equipment-1.1%
Atlas Copco AB-Class A 370,434 11,608,902
Engineering & Construction-2.1%
ABB Ltd. 1,394,510 23,255,427
Miscellaneous-4.1%
NGK Insulators Ltd. 1,114,000 21,117,687
Nitto Denko Corp. 472,900 24,329,007
------------
45,446,694
------------
80,311,023
Technology-6.6%
Communication Equipment-0.8%
Nokia OYJ 416,720 9,095,672
Computer Services-1.9%
CapGemini, SA 306,569 21,408,832
Miscellaneous-3.0%
Canon, Inc. 601,300 32,568,828
Software-0.9%
Infosys Technologies, Ltd. 216,330 10,117,287
------------
73,190,619
Consumer Staples-6.2%
Beverages-0.5%
Cia de Bebidas das Americas (ADR) 117,000 5,659,290
Food-3.7%
Groupe Danone 64,263 10,162,928
Nestle, SA 83,181 30,944,654
------------
41,107,582
Household Products-1.2%
Reckitt Benckiser PLC 250,714 12,587,866
Retail - Food & Drug-0.8%
Tesco PLC 1,084,554 9,181,379
------------
68,536,117
Multi-Industry Companies-2.7%
Multi-Industry Companies-2.7%
Mitsui & Co. Ltd. 1,649,000 29,637,628
ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO o 75
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Energy-2.5%
International-2.5%
ENI SpA 334,690 $ 10,250,675
LUKOIL (ADR) 80,484 6,382,381
Royal Dutch Shell PLC-Class A 352,001 11,389,174
---------------
28,022,230
Utilities-2.0%
Electric & Gas Utility-1.0%
International Power PLC 1,516,720 10,840,274
Telephone Utility-1.0%
Telefonica SA 500,127 10,757,242
---------------
21,597,516
Total Common Stocks
(cost $923,597,742) 1,069,807,142
WARRANTS-0.4%
Technology-0.4%
Computer Peripherals-0.4%
Foxconn Technology Co. Ltd., JPMorgan
International, expiring 8/22/08(a)(b)
(cost $2,039,827) 400,255 4,458,841
SHORT-TERM INVESTMENTS-1.5%
Investment Companies-1.5%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(c)
(cost $16,291,666) 16,291,666 16,291,666
Total Investments-98.7%
(cost $941,929,235) 1,090,557,649
Other assets less liabilities-1.3% 14,406,000
---------------
Net Assets-100.0% $ 1,104,963,649
(a) Non-income producing security.
(b) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. These securities are considered liquid and may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At February 28, 2007, the aggregate market value of these securities
amounted to $4,458,841 or 0.4% of net assets.
(c) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
76 o ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO
SMALL-MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-94.3%
Financial-22.3%
Major Regional Banks-4.9%
Central Pacific Financial Corp. 169,900 $ 6,403,531
The South Financial Group, Inc. 31,075 832,188
Susquehanna Bancshares, Inc. 259,910 6,305,417
Trustmark Corp. 173,161 4,952,405
UnionBanCal Corp. 64,800 3,963,816
Whitney Holding Corp. 162,000 5,138,640
------------
27,595,997
Miscellaneous Financial-0.9%
A.G. Edwards, Inc. 78,600 5,046,906
Multi-Line Insurance-3.5%
Fidelity National Financial, Inc.-Class A 275,000 6,600,000
Radian Group, Inc. 110,600 6,353,970
StanCorp Financial Group, Inc. 141,700 6,829,940
------------
19,783,910
Property - Casualty Insurance-6.0%
Arch Capital Group Ltd.(a) 141,300 9,112,437
Aspen Insurance Holdings, Ltd. 243,800 6,460,700
Old Republic International Corp. 343,375 7,664,130
PartnerRe, Ltd. 14,800 1,028,304
Platinum Underwriters Holdings, Ltd. 252,000 8,051,400
RenaissanceRe Holdings, Ltd. 35,000 1,794,800
------------
34,111,771
Real Estate Investment Trust-3.6%
Digital Realty Trust, Inc. 138,025 5,471,311
FelCor Lodging Trust, Inc. 243,800 5,748,804
Highland Hospitality Corp. 177,000 2,904,570
Mid-America Apartment Communities, Inc. 74,000 4,087,020
Strategic Hotels & Resorts, Inc. 101,000 2,124,030
------------
20,335,735
Savings & Loan-3.4%
Astoria Financial Corp. 204,900 5,792,523
Provident Financial Services, Inc. 322,000 5,654,320
Sovereign Bancorp, Inc. 55,400 1,399,958
Webster Financial Corp. 127,000 6,272,530
------------
19,119,331
------------
125,993,650
Capital Equipment-12.0%
Aerospace & Defense-1.1%
Goodrich Corp. 125,941 6,177,406
Auto Trucks - Parts-1.4%
ArvinMeritor, Inc. 444,000 8,107,440
ALLIANCEBERNSTEIN SMALL-MID CAP VALUE PORTFOLIO o 77
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Electrical Equipment-3.3%
Acuity Brands, Inc. 166,500 $ 9,224,100
Checkpoint Systems, Inc.(a) 171,100 3,346,716
Cooper Industries, Ltd.-Class A 63,600 5,834,664
------------
18,405,480
Machinery-3.3%
Kennametal, Inc. 133,500 8,170,200
Regal-Beloit Corp. 97,700 4,419,948
Terex Corp.(a) 89,300 5,879,512
------------
18,469,660
Miscellaneous Capital Goods-2.9%
Hanover Compressor Co.(a) 325,975 7,155,151
SPX Corp. 133,850 9,356,115
------------
16,511,266
------------
67,671,252
Industrial Resources-11.7%
Aluminum-0.3%
Mueller Industries, Inc. 63,000 1,877,400
Chemicals-6.5%
Ashland, Inc. 108,000 7,082,640
Celanese Corp. Series A 266,800 7,625,144
Cytec Industries, Inc. 123,800 7,281,916
Lubrizol Corp. 141,000 7,332,000
Rockwood Holdings, Inc.(a) 263,300 7,174,925
------------
36,496,625
Containers - Metal/Glass/Paper-1.2%
Owens-Illinois, Inc.(a) 294,200 6,990,192
Miscellaneous Metals-2.1%
Commercial Metals Co. 96,000 2,643,840
Reliance Steel & Aluminum Co. 84,600 3,862,836
Silgan Holdings, Inc. 112,000 5,511,520
------------
12,018,196
Steel-1.6%
Chaparral Steel Co. 62,000 3,089,460
Steel Dynamics, Inc. 155,400 5,864,796
------------
8,954,256
------------
66,336,669
Services-10.2%
Air Transport-1.9%
Alaska Air Group, Inc.(a) 145,000 5,945,000
Continental Airlines, Inc.-Class B(a) 122,700 4,858,920
------------
10,803,920
Business & Public Services-1.8%
IKON Office Solutions, Inc. 524,000 7,325,520
United Stationers, Inc.(a) 51,700 2,843,500
------------
10,169,020
78 o ALLIANCEBERNSTEIN SMALL-MID CAP VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Miscellaneous Industrial Transportation-1.5%
GATX Corp. 178,000 $ 8,216,480
Truckers-5.0%
Arkansas Best Corp. 107,500 4,243,025
Con-way, Inc. 119,000 5,842,900
Laidlaw International, Inc. 174,400 5,960,992
Ryder System, Inc. 128,000 6,584,320
Werner Enterprises, Inc. 286,500 5,523,720
------------
28,154,957
------------
57,344,377
Consumer Staples-9.4%
Beverages - Soft, Lite & Hard-1.4%
Molson Coors Brewing Co.-Class B 92,000 7,768,480
Foods-2.2%
Corn Products International, Inc. 170,900 5,463,673
Performance Food Group Co.(a) 233,700 6,887,139
------------
12,350,812
Restaurants-2.1%
Jack in the Box, Inc.(a) 97,100 6,635,814
Papa John's International, Inc.(a) 174,364 5,148,969
------------
11,784,783
Retail Stores - Drugs-0.8%
Longs Drug Stores Corp. 100,725 4,639,393
Retail Stores - Food-1.2%
Ruddick Corp. 54,000 1,529,820
SUPERVALU, Inc. 148,200 5,477,472
------------
7,007,292
Tobacco-1.7%
Universal Corp. 181,350 9,551,705
------------
53,102,465
Technology-8.6%
Communication - Equipment Manufacturers-2.5%
Andrew Corp.(a) 456,000 4,842,720
CommScope, Inc.(a) 248,000 9,540,560
------------
14,383,280
Computer Services/Software-0.8%
CSG Systems International, Inc.(a) 176,100 4,342,626
Computer/Instrumentation-0.8%
Celestica, Inc.(a) 333,800 2,096,264
Sanmina-SCI Corp.(a) 504,600 1,872,066
Solectron Corp.(a) 150,700 485,254
------------
4,453,584
ALLIANCEBERNSTEIN SMALL-MID CAP VALUE PORTFOLIO o 79
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Miscellaneous Industrial Technology-1.2%
Arrow Electronics, Inc.(a) 128,000 $ 4,904,960
Tech Data Corp.(a) 47,600 1,774,528
------------
6,679,488
Semiconductors-3.3%
AVX Corp. 76,200 1,164,336
Siliconware Precision Industries Co. (ADR) 313,100 2,842,948
Teradyne, Inc.(a) 183,000 2,949,960
Vishay Intertechnology, Inc.(a) 450,000 6,412,500
Zoran Corp.(a) 336,000 5,533,920
------------
18,903,664
------------
48,762,642
Consumer Cyclicals-7.3%
Autos & Auto Parts OEMS-1.5%
Autoliv, Inc. 16,600 947,030
TRW Automotive Holdings Corp.(a) 239,000 7,279,940
------------
8,226,970
Home Furnishings-0.7%
Furniture Brands International, Inc. 246,100 3,947,444
Household - Appliances/Durables-1.2%
Briggs & Stratton Corp. 231,800 6,777,832
Retailers-2.6%
AutoNation, Inc.(a) 119,138 2,616,271
Charming Shoppes, Inc.(a) 160,900 2,006,423
Office Depot, Inc.(a) 84,400 2,815,584
Saks, Inc. 379,400 7,330,008
------------
14,768,286
Textiles/Shoes - Apparel Manufacturing-1.3%
Liz Claiborne, Inc. 89,000 4,005,000
VF Corp. 43,800 3,495,678
------------
7,500,678
------------
41,221,210
Utilities-6.4%
Electric Companies-6.4%
Allegheny Energy, Inc.(a) 119,000 5,621,560
Constellation Energy Group, Inc. 55,300 4,350,451
Northeast Utilities 267,000 7,759,020
Puget Energy, Inc. 196,000 4,835,320
Reliant Energy, Inc.(a) 430,300 7,276,373
Wisconsin Energy Corp. 135,500 6,497,225
------------
36,339,949
Consumer Growth-5.2%
Drugs-0.7%
Endo Pharmaceuticals Holdings, Inc.(a) 69,584 2,171,717
King Pharmaceuticals, Inc.(a) 93,350 1,740,977
------------
3,912,694
80 o ALLIANCEBERNSTEIN SMALL-MID CAP VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Entertainment-0.5%
Vail Resorts, Inc.(a) 55,300 $ 2,873,388
Hospital Management-1.8%
Genesis HealthCare Corp.(a) 91,000 5,737,550
Universal Health Services, Inc.-Class B 74,405 4,305,073
--------------
10,042,623
Other Medical-1.3%
PerkinElmer, Inc. 300,000 7,110,000
Publishing-0.9%
Quebecor World, Inc. 215,600 2,843,764
Reader's Digest Association, Inc. 150,500 2,553,985
--------------
5,397,749
--------------
29,336,454
Energy-1.2%
Offshore Drilling-0.3%
Rowan Cos., Inc. 63,600 1,948,068
Oil Well Equipment & Services-0.2%
Todco-Class A(a) 26,700 909,936
Oils - Integrated Domestic-0.7%
Hess Corp. 77,700 4,121,985
--------------
6,979,989
Total Common Stocks
(cost $471,427,125) 533,088,657
SHORT-TERM INVESTMENTS-6.3%
Investment Companies-6.3%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(b)
(cost $35,828,662) 35,828,662 35,828,662
Total Investments-100.6%
(cost $507,255,787) 568,917,319
Other assets less liabilities-(0.6)% (3,355,068)
--------------
Net Assets-100.0% $ 565,562,251
(a) Non-income producing security.
(b) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
ALLIANCEBERNSTEIN SMALL-MID CAP VALUE PORTFOLIO o 81
SMALL-MID CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-99.4%
Consumer Services-24.5%
Advertising-1.2%
aQuantive, Inc.(a) 274,000 $ 6,943,160
Apparel-1.3%
Under Armour, Inc.-Class A(a) 155,600 7,149,820
Entertainment & Leisure-5.3%
Activision, Inc.(a) 275,654 4,608,935
GameStop Corp.-Class A(a) 114,600 6,007,332
Gaylord Entertainment Co.(a) 204,200 11,020,674
National CineMedia, Inc.(a) 284,400 7,456,968
------------
29,093,909
Miscellaneous-8.5%
CB Richard Ellis Group, Inc.-Class A(a) 286,500 9,546,180
Corporate Executive Board Co. 56,100 4,365,141
Iron Mountain, Inc.(a) 358,100 9,973,085
MSC Industrial Direct Co.-Class A 146,300 6,311,382
Robert Half International, Inc. 147,800 5,774,546
Strayer Education, Inc. 93,500 11,022,715
------------
46,993,049
Printing & Publishing-2.2%
VistaPrint, Ltd.(a) 326,600 12,156,052
Restaurants & Lodging-2.8%
Chipotle Mexican Grill, Inc.-Class A(a) 60,400 3,623,396
Orient-Express Hotels, Ltd.-Class A 231,400 11,947,182
------------
15,570,578
Retail - General Merchandise-3.2%
Coldwater Creek, Inc.(a) 368,400 6,778,560
Dick's Sporting Goods, Inc.(a) 211,200 11,054,208
------------
17,832,768
------------
135,739,336
Technology-24.1%
Communication Equipment-1.0%
Ciena Corp.(a) 174,185 5,481,602
Communication Services-4.2%
NeuStar, Inc.-Class A(a) 199,900 6,396,800
SBA Communications Corp.-Class A(a) 249,500 6,729,015
Time Warner Telecom, Inc.-Class A(a) 453,700 9,985,937
------------
23,111,752
82 o ALLIANCEBERNSTEIN SMALL-MID CAP GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Computer Services-5.4%
Alliance Data Systems Corp.(a) 187,200 $ 11,185,200
Cognizant Technology Solutions Corp.-
Class A(a) 48,500 4,374,700
Global Cash Access Holdings, Inc.(a) 357,300 5,495,274
Syntel, Inc. 253,600 9,099,168
------------
30,154,342
Internet Infrastructure-1.9%
Digital River, Inc.(a) 189,700 10,507,483
Miscellaneous-2.0%
Amphenol Corp.-Class A 168,740 10,890,480
Semiconductor Capital Equipment-0.1%
Lam Research Corp.(a) 7,100 317,086
Semiconductor Components-5.7%
Hittite Microwave Corp.(a) 200,200 8,396,388
Integrated Device Technology, Inc.(a) 345,100 5,597,522
International Rectifier Corp.(a) 110,900 4,759,828
Intersil Corp.-Class A 54,000 1,428,300
ON Semiconductor Corp.(a) 1,164,400 11,434,408
------------
31,616,446
Software-3.8%
Parametric Technology Corp.(a) 403,800 7,700,466
Quest Software, Inc.(a) 428,500 6,993,120
TIBCO Software, Inc.(a) 732,100 6,625,505
------------
21,319,091
------------
133,398,282
Health Care-18.0%
Biotechnology-4.4%
Amylin Pharmaceuticals, Inc.(a) 50,000 1,945,500
Biomarin Pharmaceutical, Inc.(a) 316,200 5,384,886
Icon PLC (ADR)(a) 237,600 9,872,280
Nektar Therapeutics(a) 379,100 4,496,126
Vertex Pharmaceuticals, Inc.(a) 86,700 2,660,823
------------
24,359,615
Drugs-0.5%
Alexion Pharmaceuticals, Inc.(a) 70,600 2,603,728
Medical Products-6.3%
ArthroCare Corp.(a) 163,500 5,943,225
Kyphon, Inc.(a) 261,200 11,782,732
Resmed, Inc.(a) 101,900 4,868,782
Sirona Dental Systems, Inc. 144,000 5,359,680
Ventana Medical Systems, Inc.(a) 168,900 6,798,225
------------
34,752,644
ALLIANCEBERNSTEIN SMALL-MID CAP GROWTH PORTFOLIO o 83
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Medical Services-5.9%
Psychiatric Solutions, Inc.(a) 284,200 $ 11,356,632
Stericycle, Inc.(a) 173,000 13,461,130
WellCare Health Plans, Inc.(a) 97,747 8,026,006
------------
32,843,768
Miscellaneous-0.9%
HealthExtras, Inc.(a) 187,100 4,958,150
------------
99,517,905
Capital Goods-9.8%
Electrical Equipment-5.3%
Ametek, Inc. 292,500 10,003,500
Baldor Electric Co. 243,300 8,856,120
Lincoln Electric Holdings, Inc. 167,900 10,476,960
------------
29,336,580
Engineering & Construction-1.4%
Granite Construction, Inc. 136,000 7,939,680
Machinery-1.3%
Watts Water Technologies, Inc.-Class A 186,800 7,034,888
Miscellaneous-1.8%
IDEX Corp. 190,250 9,894,902
------------
54,206,050
Energy-9.5%
Domestic Producers-1.7%
Newfield Exploration Co.(a) 213,000 9,205,860
Miscellaneous-1.7%
Aventine Renewable Energy Holdings, Inc.(a) 127,500 2,037,450
Bill Barrett Corp.(a) 253,100 7,446,202
------------
9,483,652
Oil Service-4.0%
Cameron International Corp.-Class W(a) 176,000 9,977,440
Complete Production Services, Inc.(a) 238,400 4,579,664
FMC Technologies, Inc.(a) 27,100 1,782,638
Superior Energy Services, Inc.(a) 195,000 5,976,750
------------
22,316,492
Pipelines-2.1%
Grant Prideco, Inc.(a) 260,000 11,286,600
------------
52,292,604
Finance-6.1%
Banking - Regional-1.4%
First Republic Bank 146,300 7,841,680
84 o ALLIANCEBERNSTEIN SMALL-MID CAP GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Brokerage & Money Management-4.2%
Affiliated Managers Group, Inc.(a) 70,450 $ 7,996,075
Greenhill & Co., Inc. 24,400 1,644,072
Lazard Ltd.-Class A 151,700 7,811,033
optionsXpress Holdings, Inc. 252,800 5,867,488
--------------
23,318,668
Miscellaneous-0.5%
GFI Group, Inc.(a) 39,600 2,439,756
--------------
33,600,104
Basic Industry-3.4%
Mining & Metals-3.4%
Allegheny Technologies, Inc. 77,380 7,927,581
Joy Global, Inc. 242,150 10,736,931
--------------
18,664,512
Transportation-2.5%
Air Freight-2.5%
CH Robinson Worldwide, Inc. 97,500 4,968,600
UTI Worldwide, Inc. 301,000 9,072,140
--------------
14,040,740
Aerospace & Defense-1.5%
Aerospace-1.5%
Precision Castparts Corp. 88,600 8,059,942
Total Common Stocks
(cost $477,589,345) 549,519,475
SHORT-TERM INVESTMENTS-1.2%
Investment Companies-1.2%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(b)
(cost $6,699,035) 6,699,035 6,699,035
Total Investments-100.6%
(cost $484,288,380) 556,218,510
Other assets less liabilities-(0.6)% (3,493,761)
--------------
Net Assets-100.0% $ 552,724,749
(a) Non-income producing security.
(b) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
See notes to financial statements.
ALLIANCEBERNSTEIN SMALL-MID CAP GROWTH PORTFOLIO o 85
GLOBAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-96.3%
Finance-34.6%
Banking - Money Center-9.4%
BNP Paribas SA 900 $ 93,849
Credit Suisse Group(a) 1,500 103,645
Fortis (Euronext Brussels) 1,900 81,636
HBOS PLC 4,450 94,186
JPMorgan Chase & Co. 2,600 128,440
Kookmin Bank (ADR)(b) 200 17,868
Standard Bank Group Ltd. 700 9,744
State Bank of India Ltd. (GDR) 390 22,815
Sumitomo Mitsui Financial Group, Inc. 8 77,828
------------
630,011
Banking - Regional-4.5%
Bank of America Corp. 2,400 122,088
Industrial Bank of Korea 920 18,336
National City Corp. 900 34,065
Royal Bank of Scotland Group PLC 2,700 106,157
Unibanco-Uniao de Bancos Brasileiros SA
(GDR) 200 17,096
------------
297,742
Brokerage & Money Management-1.0%
Merrill Lynch & Co., Inc. 800 66,944
Diversified & Others-1.3%
Sino Land Co. 39,100 90,041
Insurance-10.9%
American International Group, Inc. 1,300 87,230
Aviva PLC 6,200 99,276
Fondiaria-Sai SpA (ordinary shares) 1,100 50,133
Fondiaria-Sai SpA (saving shares) 500 17,544
ING Canada, Inc. 903 40,170
ING Groep NV 2,800 119,448
MetLife, Inc. 1,100 69,465
Muenchener Rueckversicherungs AG 700 111,544
Sanlam, Ltd. 7,300 19,138
The Travelers Cos., Inc. 900 45,684
XL Capital Ltd.-Class A 1,000 71,000
------------
730,632
Life Insurance-0.8%
Genworth Financial, Inc.-Class A 1,500 53,055
86 o ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Miscellaneous-3.7%
Citigroup, Inc. 2,500 $ 126,000
MBIA, Inc. 300 19,941
ORIX Corp. 300 82,643
Shinhan Financial Group Co., Ltd. 270 15,229
------------
243,813
Mortgage Banking-3.0%
Countrywide Financial Corp. 800 30,624
Federal Home Loan Mortgage Corp. 1,300 83,434
Federal National Mortgage Association 1,500 85,095
------------
199,153
------------
2,311,391
Energy-9.7%
Domestic Integrated-0.3%
MOL Hungarian Oil and Gas NyRt 200 21,438
International-6.2%
Chevron Corp. 1,600 109,776
ENI SpA 2,000 61,255
Exxon Mobil Corp. 400 28,672
Petroleo Brasileiro SA (NY) (ADR) 400 32,632
Repsol YPF SA 2,500 79,127
Total SA 1,500 101,029
------------
412,491
Miscellaneous-1.5%
ConocoPhillips 900 58,878
OMV AG 800 44,546
------------
103,424
Oil Service-1.7%
Cosmo Oil Co. Ltd. 3,000 12,744
Nexen, Inc. 600 34,396
Nippon Mining Holdings, Inc. 4,500 37,647
PetroChina Co., Ltd.-Class H 16,000 18,719
PTT PCL 1,300 7,947
------------
111,453
------------
648,806
Consumer Services-9.5%
Airlines-2.6%
Air France-KLM 1,900 82,354
Deutsche Lufthansa AG 3,500 94,789
------------
177,143
Broadcasting & Cable-3.1%
CBS Corp.-Class B 2,700 81,945
Comcast Corp.-Special-Class A(b) 1,200 30,540
Time Warner, Inc. 4,600 93,610
------------
206,095
ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO o 87
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Cellular Communications-1.7%
Vodafone Group PLC 41,912 $ 116,111
Restaurants & Lodging-0.5%
McDonald's Corp. 700 30,604
Retail - General Merchandise-1.6%
Coles Myer Ltd. 3,600 43,543
Federated Department Stores, Inc. 800 35,728
Office Depot, Inc.(b) 800 26,688
------------
105,959
------------
635,912
Basic Industry-7.9%
Chemicals-1.2%
BASF AG 800 81,369
Mining & Metals-6.5%
Gerdau Ameristeel Corp. 4,800 52,531
Gerdau SA (ADR) 1,700 29,155
IPSCO, Inc. 501 54,529
JFE Holdings, Inc. 2,000 123,710
POSCO (ADR) 200 18,540
Tektronix, Inc.-Class B 800 56,416
Xstrata PLC 1,580 73,967
Zinifex Ltd. 1,600 21,084
------------
429,932
Paper & Forest Products-0.2%
Rengo Co. Ltd. 2,000 12,682
------------
523,983
Consumer Manufacturing-7.7%
Appliances-1.4%
Black & Decker Corp. 400 33,708
Sharp Corp. 3,000 55,897
------------
89,605
Auto & Related-5.7%
Compagnie Generale des Etablissements
Michelin-Class B 400 41,552
Continental AG 300 37,416
Hyundai Motor Co. (Preference shares) 340 14,082
Renault SA 900 106,862
SPX Corp. 800 55,920
Toyota Motor Corp. 1,900 127,616
------------
383,448
Building & Related-0.6%
Buzzi Unicem SpA 1,300 38,031
------------
511,084
88 o ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Technology-5.5%
Computer Hardware/Storage-1.5%
International Business Machines Corp. 800 $ 74,408
Tech Data Corp.(b) 700 26,096
------------
100,504
Computer Peripherals-0.1%
LG.Philips LCD Co. Ltd.(b) 200 6,592
Computer Services-1.1%
Electronic Data Systems Corp. 2,600 72,852
Contract Manufacturing-0.4%
Solectron Corp.(b) 8,300 26,726
Electronic Components-0.4%
AU Optronics Corp. (ADR) 1,648 23,319
Semiconductor Capital Equipment-0.4%
Siliconware Precision Industries Co. (ADR) 3,288 29,855
Semiconductor Components-0.5%
Celestica, Inc.(b) 2,100 13,197
Samsung Electronics Co. Ltd. 14 8,456
Samsung Electronics Co. Ltd.
(Preference shares) 25 11,574
------------
33,227
Software-1.1%
Microsoft Corp. 2,600 73,242
------------
366,317
Utilities-5.1%
Electric & Gas Utility-1.2%
Allegheny Energy, Inc.(b) 1,000 47,240
Public Power Corp. 1,210 31,329
------------
78,569
Miscellaneous-1.4%
E.ON AG 700 91,762
Telephone Utility-2.5%
AT&T, Inc. 1,700 62,560
China Netcom Group Corp Ltd. 10,500 24,791
China Telecom Corp. Ltd.-Class H 24,420 11,234
Sprint Nextel Corp. 3,600 69,408
------------
167,993
------------
338,324
Consumer Staples-4.4%
Food-1.8%
J Sainsbury PLC 10,700 107,098
Tiger Brands, Ltd. 600 14,500
------------
121,598
ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO o 89
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Retail - Food & Drug-1.1%
Safeway, Inc. 2,000 $ 69,140
Tobacco-1.5%
Altria Group, Inc. 1,200 101,136
------------
291,874
Health Care-4.3%
Drugs-3.4%
AstraZeneca PLC 1,100 61,684
Pfizer, Inc. 4,000 99,840
Sanofi-Aventis 800 67,930
------------
229,454
Medical Services-0.9%
AmerisourceBergen Corp.-Class A 1,100 57,937
------------
287,391
Transportation-2.4%
Miscellaneous-0.5%
Orient Overseas International Ltd. 4,000 32,653
Shipping-1.9%
Mitsui OSK Lines Ltd. 9,000 102,062
Neptune Orient Lines Ltd. 12,000 23,100
------------
125,162
------------
157,815
Aerospace & Defense-2.0%
Aerospace-0.9%
Northrop Grumman Corp. 800 57,480
Defense Electronics-1.1%
European Aeronautic Defence & Space Co., NV 2,250 76,901
------------
134,381
Capital Goods-1.9%
Machinery-0.1%
Hyundai Mobis 90 7,508
Miscellaneous-1.8%
General Electric Co. 3,500 122,220
------------
129,728
Industrial Resources-1.3%
Mining & Metals-1.3%
Mittal Steel Co. NV (Euronext Amsterdam) 1,700 86,186
Total Common Stocks
(cost $5,672,701) 6,423,192
90 o ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
WARRANTS-0.8%
Technology-0.8%
Computer Hardware/Storage-0.5%
Compal Electronics, Inc., Citigroup Global
Markets, expiring 1/20/10(b) 17,886 $ 15,740
United Microelectronics Corp., Deutshe Bank
AG London, expiring 1/24/17(b) 28,169 17,267
------------
33,007
Semiconductor Components-0.3%
Taiwan Semiconductor Manufacturing Co., Ltd.,
Salomon Smith Barney, expiring 1/20/10(b) 9,300 19,556
Total Warrants
(cost $49,988) 52,563
SHORT-TERM INVESTMENTS-1.7%
Investment Companies-1.7%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(c)
(cost $115,049) 115,049 115,049
Total Investments-98.8%
(cost $5,867,154) 6,590,804
Other assets less liabilities-1.2% 82,517
------------
Net Assets-100.0% $ 6,673,321
FINANCIAL FUTURES CONTRACTS (see Note C)
Value at Unrealized
Number of Expiration Original February 28, Appreciation/
Type Contracts Month Value 2007 (Depreciation)
- ---------------------------------------------------------------------------------------
Purchased Contracts
EURO March
STOXX 50 1 2007 $55,090 $54,178 $(912)
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note C)
U.S. $ U.S. $
Contract Value on Value at Unrealized
Amount Origination February 28, Appreciation/
(000) Date 2007 (Depreciation)
- -------------------------------------------------------------------------------
Sale Contracts:
Swiss Franc
settling 3/15/07 68 $54,418 $55,867 $(1,449)
Swiss Franc
settling 6/15/07 55 45,008 45,543 (535)
ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO o 91
(a) Position, or a portion thereof, has been segregated to collateralize
forward currency exchange contracts. The market value of this security amounted
to $103,645.
(b) Non-income producing security.
(c) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
See notes to financial statements.
92 o ALLIANCEBERNSTEIN GLOBAL VALUE PORTFOLIO
GLOBAL RESEARCH GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
COMMON STOCKS-96.2%
Finance-28.4%
Banking - Money Center-8.9%
Banco Bilbao Vizcaya Argentaria SA 2,676 $ 65,124
Banco Itau Holding Financeira SA (ADR) 1,100 37,631
Credit Suisse Group 3,209 221,730
JPMorgan Chase & Co. 3,335 164,749
Mitsubishi UFJ Financial Group, Inc. 6 73,575
Standard Chartered PLC 1,149 32,090
------------
594,899
Banking - Regional-2.8%
Macquarie Bank Ltd. 878 54,749
UniCredito Italiano SpA 14,423 133,203
------------
187,952
Brokerage & Money Management-5.8%
Franklin Resources, Inc. 400 46,956
Janus Capital Group, Inc. 3,200 68,000
Legg Mason, Inc. 700 71,918
Merrill Lynch & Co., Inc. 800 66,944
Nomura Holdings, Inc. 6,000 129,936
------------
383,754
Insurance-4.8%
American International Group, Inc. 3,000 201,300
QBE Insurance Group, Ltd. 2,117 53,633
Swiss Reinsurance 752 63,968
------------
318,901
Miscellaneous-6.1%
3i Group PLC 1,638 35,795
Chicago Mercantile Exchange Holdings, Inc.-
Class A 60 32,348
Citigroup, Inc. 3,200 161,280
NYSE Group, Inc.(a) 300 25,470
UBS AG (Swiss Virt-X) 2,634 155,535
------------
410,428
------------
1,895,934
Health Care-13.1%
Biotechnology-1.6%
Genentech, Inc.(a) 600 50,622
Gilead Sciences, Inc.(a) 600 42,936
Medimmune, Inc.(a) 300 9,573
------------
103,131
ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO o 93
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Drugs-5.9%
Allergan, Inc. 300 $ 33,513
Eli Lilly & Co. 500 26,320
Merck & Co. Inc. 1,800 79,488
Novartis AG 640 35,521
Roche Holding AG 395 70,290
Sanofi-Aventis 373 31,672
Shionogi & Co. Ltd. 1,000 19,361
Takeda Pharmaceutical Co. Ltd. 300 20,641
Teva Pharmaceutical Industries Ltd. (ADR) 1,200 42,672
Wyeth 700 34,244
------------
393,722
Medical Products-2.2%
Abbott Laboratories 400 21,848
Alcon, Inc. 400 49,848
Becton Dickinson & Co. 400 30,396
Nobel Biocare Holding AG(a) 140 46,372
------------
148,464
Medical Services-3.4%
Laboratory Corp. of America Holdings(a) 300 23,925
Medco Health Solutions, Inc.(a) 400 27,044
Unitedhealth Group, Inc. 1,600 83,520
WellPoint, Inc.(a) 1,200 95,268
------------
229,757
------------
875,074
Technology-11.2%
Communication Equipment-2.2%
Cisco Systems, Inc.(a) 2,648 68,689
Juniper Networks, Inc.(a) 900 17,019
Nokia OYJ 1,973 43,064
QUALCOMM, Inc. 500 20,140
------------
148,912
Communication Services-0.2%
Monster Worldwide, Inc.(a) 300 14,958
Computer Hardware/Storage-2.4%
Apple, Inc.(a) 400 33,844
International Business Machines Corp. 600 55,806
Sun Microsystems, Inc.(a) 11,118 68,153
------------
157,803
Computer Peripherals-0.2%
Network Appliance, Inc.(a) 400 15,468
94 o ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Computer Services-1.1%
CapGemini, SA 305 $ 21,299
Cognizant Technology Solutions Corp.-
Class A(a) 200 18,040
Fiserv, Inc.(a) 200 10,592
Infosys Technologies Ltd. (ADR) 400 21,704
------------
71,635
Internet Infrastructure-0.3%
Akamai Technologies, Inc.(a) 400 20,628
Internet Media-0.8%
Google, Inc.-Class A(a) 125 56,181
Miscellaneous-0.8%
Canon, Inc. 600 32,498
Hoya Corp. 500 17,330
------------
49,828
Semiconductor Capital Equipment-0.3%
ASML Holding NV(a) 487 11,969
KLA-Tencor Corp. 200 10,348
------------
22,317
Semiconductor Components-1.0%
Broadcom Corp.-Class A(a) 400 13,636
NVIDIA Corp.(a) 500 15,500
Samsung Electronics Co. Ltd. 4 2,416
Samsung Electronics Co., Ltd. (GDR)(b) 20 6,005
Taiwan Semiconductor Manufacturing Co. Ltd.
(ADR) 847 9,402
Texas Instruments, Inc. 600 18,576
------------
65,535
Software-1.9%
Adobe Systems, Inc.(a) 595 23,354
Citrix Systems, Inc.(a) 400 12,880
Microsoft Corp. 2,600 73,242
Oracle Corp.(a) 1,100 18,073
------------
127,549
------------
750,814
Basic Industry-8.2%
Chemicals-2.0%
Air Products & Chemicals, Inc. 1,100 82,302
Hitachi Chemical Co., Ltd. 2,100 49,040
------------
131,342
ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO o 95
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Mining & Metals-6.0%
China Shenhua Energy Co. Ltd.-Class H 34,000 $ 85,984
Cia Vale do Rio Doce (ADR) 2,100 71,652
Cia Vale do Rio Doce (Sponsored) (ADR) 800 23,640
MMC Norilsk Nickel (ADR) 234 41,535
Rio Tinto PLC 1,770 95,350
Xstrata PLC 1,805 84,500
------------
402,661
Miscellaneous-0.2%
Asahi Glass Co. Ltd. 1,000 13,442
------------
547,445
Consumer Services-7.7%
Advertising-0.4%
WPP Group PLC 1,744 25,236
Airlines-0.6%
easyJet PLC(a) 3,090 39,946
Broadcasting & Cable-1.4%
Comcast Corp.-Class A(a) 1,950 50,154
Societe Television Francaise 1 1,216 40,938
------------
91,092
Cellular Communications-1.0%
America Movil SAB de CV Series L (ADR) 900 39,420
China Mobile Ltd. 1,500 13,925
NTT DoCoMo , Inc. 6 10,928
------------
64,273
Entertainment & Leisure-0.2%
OPAP, SA 346 12,226
Miscellaneous-0.1%
Electronic Arts, Inc.(a) 200 10,084
Restaurants & Lodging-1.9%
Accor, SA 518 45,665
Ctrip.com International Ltd. (ADR) 200 11,802
Hilton Hotels Corp. 2,000 70,600
------------
128,067
Retail - General Merchandise-2.1%
Best Buy Co., Inc. 800 37,176
eBay, Inc.(a) 300 9,618
Kohl's Corp.(a) 600 41,394
Target Corp. 900 55,377
------------
143,565
------------
514,489
Consumer Staples-7.6%
Beverages-0.3%
SABMiller PLC 1,071 23,653
96 o ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Food-2.6%
Archer-Daniels-Midland Co. 900 $ 30,942
Hershey Co. 500 26,440
Nestle, SA 175 65,103
WM Wrigley Jr Co. 1,000 49,800
------------
172,285
Household Products-1.8%
Procter & Gamble Co. 1,900 120,631
Miscellaneous-0.8%
Punch Taverns PLC 2,329 52,625
Tobacco-2.1%
Altria Group, Inc. 1,200 101,136
British American Tobacco PLC 1,281 38,870
------------
140,006
------------
509,200
Energy-5.7%
Domestic Producers-2.1%
Noble Energy, Inc. 2,400 138,168
International-0.5%
LUKOIL (ADR) 452 35,844
Oil Service-3.0%
Halliburton Co. 4,000 123,520
Nabors Industries Ltd.(a) 2,500 74,900
------------
198,420
Pipelines-0.1%
Tenaris SA (ADR) 200 9,082
------------
381,514
Consumer Manufacturing-5.4%
Auto & Related-2.3%
Denso Corp. 800 31,168
Fiat SpA(a) 1,527 36,156
Toyota Motor Corp. 1,300 87,316
------------
154,640
Building & Related-2.2%
American Standard Cos, Inc. 700 37,093
CRH PLC 762 31,705
Daiwa House Industry Co. Ltd. 1,000 17,937
Pulte Homes, Inc. 600 17,736
Vinci, SA 288 39,806
------------
144,277
Miscellaneous-0.9%
Bunge, Ltd. 800 63,488
------------
362,405
ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO o 97
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Capital Goods-5.0%
Electrical Equipment-1.4%
Atlas Copco AB-Class A 1,423 $ 44,595
Emerson Electric Co. 1,200 51,708
------------
96,303
Engineering & Construction-1.2%
ABB Ltd. 2,596 43,292
Fluor Corp. 400 33,788
------------
77,080
Miscellaneous-2.4%
General Electric Co. 3,000 104,760
United Technologies Corp. 800 52,504
------------
157,264
------------
330,647
Multi-Industry Companies-1.5%
Multi-Industry Companies-1.5%
Danaher Corp. 600 42,984
Mitsui & Co. Ltd. 3,000 53,919
------------
96,903
Aerospace & Defense-1.3%
Aerospace-1.3%
BAE Systems PLC 4,386 37,355
Boeing Co. 600 52,362
------------
89,717
Utilities-1.1%
Electric & Gas Utility-0.8%
Gazprom ADR (ADR) 1,237 50,371
Telephone Utility-0.3%
AT&T, Inc. 300 11,040
Telefonica SA 541 11,636
------------
22,676
------------
73,047
Total Common Stocks
(cost $5,808,093) 6,427,189
WARRANTS-1.2%
Technology-0.6%
Electronic Components-0.4%
AU Optronics, Credit Suisse First Boston,
expiring 3/05/09(a) 6,200 8,946
HON HAI Precision Industry Co., Ltd.,
Citigroup Global Markets, expiring
1/17/07(a)(b) 2,600 18,130
Largan Precision Co. Ltd., Citigroup Global
Markets, expiring 1/20/10(a) 1 14
------------
27,090
98 o ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO
Company Shares U.S. $ Value
- -------------------------------------------------------------------------------
Semiconductor Components-0.2%
Novatek Microelectronics Corp. Ltd.,
Deutsche Bank AG London, expiring
11/02/16(a)(b) 2,573 $ 12,716
------------
39,806
Utilities-0.3%
Electric & Gas Utility-0.3%
NTPC Ltd., Deutsche Bank AG London,
expiring 2/06/17(a)(b) 4,730 15,076
Consumer Manufacturing-0.2%
Auto & Related-0.2%
Tata Motors Ltd., Merrill Lynch Intl & Co.,
expiring 5/23/11(a)(b) 730 14,111
Multi-Industry Companies-0.1%
Multi-Industry Companies-0.1%
Tata Consultancy Services Ltd., Deutsche
Bank AG London, expiring 8/20/07(a)(b) 300 8,087
Total Warrants
(cost $75,326) 77,080
SHORT-TERM INVESTMENTS-0.5%
Investment Companies-0.5%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(c)
(cost $34,821) 34,821 34,821
Total Investments-97.9%
(cost $5,918,240) 6,539,090
Other assets less liabilities-2.1% 138,692
------------
Net Assets-100.0% $ 6,677,782
(a) Non-income producing security.
(b) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. These securities are considered liquid and may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At February 28, 2007, the aggregate market value of these securities
amounted to $74,125 or 1.1% of net assets.
(c) Investment in affiliated money market mutual fund.
Glossary:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
See notes to financial statements.
ALLIANCEBERNSTEIN GLOBAL RESEARCH GROWTH PORTFOLIO o 99
SHORT DURATION BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
MORTGAGE PASS-THRUS-22.3%
AGENCY ARMS-5.4%
Federal Home Loan Mortgage Corp.
4.208%, 4/01/35(a) $ 8,076 $ 7,963,612
4.233%, 10/01/35(a) 2,446 2,451,062
5.944%, 11/01/36(a) 10,740 10,839,791
Federal National Mortgage Association
4.103%, 11/01/34(a) 1,859 1,863,907
4.41%, 8/01/34(a) 1,608 1,613,500
4.803%, 7/01/35(a) 1,763 1,761,963
5.487%, 5/01/36(a) 4,187 4,217,756
5.80%, 3/01/36(a) 7,874 7,972,172
5.867%, 11/01/36(a) 13,965 14,136,131
5.931%, 6/01/36(a) 5,166 5,203,588
6.897%, 1/01/36(a) 2,999 3,043,699
------------
61,067,181
FIXED RATE 15-YEAR-6.8%
Federal Home Loan Mortgage Corp.
5.00%, 4/01/21 20,549 20,276,577
Federal National Mortgage Association
5.50%, TBA 54,740 54,859,771
6.00%, 12/01/09-6/01/20 1,301 1,320,690
------------
76,457,038
FIXED RATE 30-YEAR-5.3%
Federal Home Loan Mortgage Corp.
7.00%, 5/01/35-2/01/37 30,185 31,014,981
Federal National Mortgage Association
5.50%, 5/01/36 28,060 27,875,393
7.00%, 2/01/31-12/01/34 1,284 1,328,189
------------
60,218,563
NON-AGENCY ARMS-4.8%
Adjustable Rate Mortgage Trust
Series 2005-4 Class 3A1
4.996%, 8/25/35(a) 4,576 4,517,323
Bear Stearns Alt-A Trust
Series 2005-10 Class 24A1
5.928%, 1/25/36(a) 1,354 1,365,042
Series 2006-1 Class 22A1
5.398%, 2/25/36(a) 4,056 4,051,621
Series 2006-3 Class 22A1
6.228%, 5/25/36(a) 2,920 2,940,947
Series 2007-1 Class 21A1
5.75%, 1/25/47(a) 8,150 8,193,766
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2 Class 1A4
5.109%, 5/25/35(a) 3,337 3,301,692
100 o ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Countrywide Home Loans
Series 2006-HYB4 Class 2A1
5.82%, 6/20/36(a) $ 2,837 $ 2,848,939
Indymac Inda Mortgage Loan Trust
Series 2006-AR2 Class 1A1
6.019%, 9/25/36(a) 8,113 8,180,819
Indymac Index Mortgage Loan Trust
Series 2006-AR7 Class 4A1
6.251%, 5/25/36(a) 1,853 1,877,879
JPMorgan Alternative Loan Trust
Series 2006-A4 Class A1
5.95%, 9/25/36(a) 6,906 7,012,327
JPMorgan Mortgage Trust
Series 2006-A4 Class 1A1
5.841%, 6/25/36(a) 3,445 3,474,991
Merrill Lynch Mortgage Investors, Inc.
Series 2006-A1 Class 2A1
6.182%, 3/25/36(a) 3,908 3,966,687
Residential Funding Mortgage Securities I, Inc.
Series 2005-SA3 Class 3A
5.236%, 8/25/35(a) 2,920 2,907,931
Structured Asset Securities Corp.
Series 2002-11A Class 1A1
6.951%, 6/25/32(a) 12 11,608
------------
54,651,572
Total Mortgage Pass-Thrus
(cost $251,071,442) 252,394,354
GOVERNMENT-RELATED-US AGENCIES-17.0%
AGENCY CALLABLES-2.3%
Federal Home Loan Mortgage Corp.
5.45%, 5/23/08 3,920 3,920,829
Federal National Mortgage Association
4.90%, 11/28/07 8,650 8,633,730
5.00%, 2/27/08 13,210 13,200,653
------------
25,755,212
AGENCY DEBENTURES-14.7%
Federal Home Loan Bank
5.125%, 6/13/08 18,520 18,572,467
5.375%, 8/19/11 7,490 7,656,720
Federal Home Loan Mortgage Corp.
3.875%, 6/15/08 16,380 16,168,583
4.00%, 8/17/07 31,210 31,029,700
ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO o 101
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Federal National Mortgage Association
4.25%, 5/15/09 $ 24,175 $ 23,887,632
5.75%, 2/15/08 42,335 42,602,261
6.625%, 9/15/09 26,000 27,103,674
------------
167,021,037
Total Government-Related - US Agencies
(cost $192,518,871) 192,776,249
MORTGAGE CMOS-15.4%
AGENCY ADJUSTABLE RATE-0.7%
Federal National Mortgage Association
Series 2003-52 Class FV
6.32%, 5/25/31(a) 4,971 5,034,306
Series 2003-W13 Class AV2
5.46%, 10/25/33(a) 1,189 1,189,187
Freddie Mac Reference Remic
Series R008 Class FK
5.72%, 7/15/23(a) 2,225 2,236,143
------------
8,459,636
AGENCY FIXED RATE-5.2%
Federal Home Loan Mortgage Corp. Strips
5.00%, 12/01/34-8/01/35 28,816 6,815,598
Series R007 Class AC
5.875%, 5/15/16 35,004 35,246,384
Federal National Mortgage Association Strips
5.00%, 7/01/33-3/01/35 45,230 10,725,608
5.50%, 3/25/29 4,755 4,775,706
6.00%, 5/25/36 4,033 876,466
------------
58,439,762
NON-AGENCY ADJUSTABLE RATE-3.5%
Adjustable Rate Mortgage Trust
Series 2005-11 Class 5M1
5.79%, 2/25/36(a) 4,155 4,170,415
American Home Mortgage Investment Trust
Series 2005-2 Class 2A1
6.89%, 9/25/45(a) 205 206,822
Countrywide Alternative Loan Trust
Series 2005-62 Class 2A1
5.883%, 12/25/35(a) 2,022 2,021,824
Series 2006-0A10C Class M5
5.92%, 8/25/46(a) 2,250 2,238,750
Series 2006-0A14 Class 3A1
5.733%, 11/25/46(a) 2,422 2,414,559
Deutsche Alt-A Securities, Inc.
Mortgage Loan Trust
Series 2005-AR1 Class 1A1
5.63%, 8/25/35(a) 191 191,088
Homebanc Mortgage Trust
Series 2005-4 Class A2
5.65%, 10/25/35(a) 5,030 5,037,667
102 o ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
MLCC Mortgage Investors, Inc.
Series 2004-A Class A1
5.55%, 4/25/29(a) $ 208 $ 208,492
MortgageIT Trust
Series 2005-4 Class M1
5.77%, 10/25/35(a) 1,966 1,966,092
Specialty Underwriting & Residential Finance
Series 2005-AB2 Class M1
5.77%, 6/25/36(a) 2,000 2,008,240
Structured Adjustable Rate Mortgage Loan
Series 2005-5 Class A3
5.55%, 5/25/35(a) 486 485,792
Series 2005-9 Class 2A1
6.227%, 5/25/35(a) 1,443 1,456,099
Structured Asset Mortgage Investment, Inc.
Series 2004-AR5 Class 1A1
5.65%, 10/19/34(a) 1,310 1,311,510
Washington Mutual
Series 2006-AR11 Class 1A
5.843%, 9/25/46(a) 2,554 2,554,669
Series 2006-AR11 Class 3A1A
5.803%, 9/25/46(a) 1,721 1,721,072
Series 2006-AR4 Class 1A1B
5.823%, 5/25/46(a) 2,570 2,570,243
Series 2006-AR9 Class 1AB2
5.54%, 8/25/46(a) 4,575 4,581,670
Washington Mutual Mortgage
Pass-Thru Certificates
Series 2007-0A1 Class A1A
5.633%, 2/25/47(a) 4,271 4,271,365
------------
39,416,369
NON-AGENCY FIXED RATE-6.0%
Citigroup Mortgage Loan Trust, Inc.
Series 2005-WF2 Class AF3
4.871%, 8/25/35 5,000 4,947,350
Countrywide Alternative Loan Trust
Series 2006-J8 Class A2
6.00%, 2/25/37 10,443 10,536,193
Credit Suisse First Boston
Mortgage Securities Corp.
Series 2005-11 Class 3A6
5.50%, 12/25/35 5,821 5,827,039
Deutsche Alt-A Securities, Inc.
Mortgage Loan Trust
Series 2006-AB2 Class A7
5.961%, 6/25/36 3,988 3,982,008
Merrill Lynch Mortgage Investors, Inc.
Series 2005-A8 Class A1C1
5.25%, 8/25/36 2,059 2,036,216
Series 2005-A9 Class 2A1A
5.155%, 12/25/35 5,148 5,104,513
ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO o 103
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Nomura Asset Acceptance Corp.
Series 2006-WF1 Class A2
5.755%, 6/25/36 $ 6,125 $ 6,149,377
Residential Accredit Loans, Inc.
Series 2007-QS1 Class 1A1
6.00%, 1/25/37 17,407 17,535,009
Series 2007-QS1 Class 2A10
6.00%, 1/25/37 6,702 6,751,475
Residential Asset Mortgage Products, Inc.
Series 2004-SL4 Class A4
7.00%, 7/25/32 1,415 1,448,307
Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR11 Class A4
5.531%, 8/25/36 3,361 3,344,599
67,662,086
------------
Total Mortgage CMOS
(cost $173,553,966) 173,977,853
U.S. TREASURIES-14.7%
United States Treasury Inflation Indexed Note
3.50%, 1/15/11 15,872 16,718,016
United States Treasury Notes
3.50%, 8/15/09(b) 92,125 89,814,689
3.625%, 4/30/07 185 184,523
4.875%, 5/31/11(c) 24,720 25,069,565
5.00%, 7/31/08 35,200 35,319,610
-----------
Total U.S. Treasuries
(cost $166,158,710) 167,106,403
COMMERCIAL MORTGAGE BACKED
SECURITIES-11.6%
NON-AGENCY ADJUSTABLE
RATE CMBS-1.9%
Banc of America Large Loan, Inc.
Series 2005-MIB1 Class C
5.63%, 3/15/22(a)(d) 2,500 2,500,000
Commercial Mortgage Pass Through Certificates
Series 2005-F10A Class A1
5.42%, 4/15/17(a)(d) 1,644 1,643,726
Series 2005-FL11 Class D
5.66%, 11/15/17(a)(d) 1,938 1,938,257
Credit Suisse First Boston
Mortgage Securities Corp.
Series 2005-TF2A Class F
5.82%, 9/15/20(a)(d) 1,435 1,435,000
Series 2005-TF2A Class G
5.87%, 9/15/20(a)(d) 1,435 1,435,000
Credit Suisse Mortgage Capital Certificates
Series 2006-TF2A Class SVD
5.79%, 10/15/21(a)(d) 4,900 4,900,000
104 o ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Lehman Brothers Floating Rate
Commercial Mortgage Trust
Series 2004-LLFA Class C
5.63%, 10/15/17(a)(d) $ 2,400 $ 2,400,000
Morgan Stanley Capital I
Series 2005-XLF Class G
5.69%, 8/15/19(a)(d) 2,000 2,000,000
Series 2005-XLF Class H
5.71%, 8/15/19(a)(d) 1,000 1,000,000
Wachovia Bank Commercial Mortgage Trust
Series 2006-WL7A Class H
5.72%, 9/15/21(a)(d) 2,600 2,595,762
------------
21,847,745
NON-AGENCY FIXED RATE CMBS-9.7%
Asset Securitization Corp.
Series 1996-MD6 Class A1C
7.04%, 11/13/29 129 130,282
Banc of America Commercial Mortgage, Inc.
Series 2006-6 Class A2
5.309%, 10/10/45 6,800 6,844,608
Series 2007-1 Class A2
5.381%, 1/15/49 8,000 8,084,720
Bear Stearns Commercial Mortgage Securities
Series 2002-T0P6 Class A2
6.46%, 10/15/36 10,615 11,197,020
CW Capital Cobalt
Series 2006-C1 Class A2
5.174%, 8/15/48 7,800 7,808,502
First Union Lehman Brothers Bank of America
Series 1998-C2 Class A2
6.56%, 11/18/35 497 501,031
GE Capital Commercial Mortgage Corp.
Series 2005-C3 Class A3FX
4.863%, 7/10/45 5,665 5,619,996
Greenwich Capital Commercial Funding Corp.
Series 2007-GG9 Class A2
5.381%, 3/10/39 6,250 6,306,813
JPMorgan Chase Commercial
Mortgage Securities Corp.
Series 2005-LDP5 Class A2
5.198%, 12/15/44 5,847 5,856,405
Series 2007-CB18 Class A1
5.32%, 6/12/47 2,000 2,013,160
ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO o 105
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
LB-UBS Commercial Mortgage Trust
Series 2002-C1 Class A4
6.462%, 3/15/31 $ 5,900 $ 6,237,444
Series 2003-C5 Class A3
4.254%, 7/15/27 7,435 7,213,120
Series 2004-C7, Class A2
3.992%, 10/15/29 9,155 8,899,944
Series 2006-C6 Class A2
5.262%, 9/15/39 10,000 10,064,400
Series 2007-C1 Class A2
5.318%, 2/15/40 8,300 8,329,548
Nomura Asset Securities Corp.
Series 1998-D6 Class A1B
6.59%, 3/15/30 999 1,009,683
Wachovia Bank Commercial Mortgage Trust
Series 2006-C29 Class A2
5.275%, 11/15/48 13,100 13,168,513
------------
109,285,189
Total Commercial Mortgage Backed Securities
(cost $130,913,015) 131,132,934
CORPORATES - INVESTMENT GRADE-8.0%
Financial Institutions-4.4%
Banking-0.4%
UBS Preferred Funding Trust I
8.622%, 10/29/49(a) 3,885 4,313,896
Finance-2.5%
American General Finance Corp.
5.64%, 8/17/11(a) 9,500 9,531,882
Capital One Financial Corp.
5.633%, 9/10/09(a) 4,800 4,814,688
CIT Group, Inc.
5.48%, 8/17/09(a) 4,775 4,781,824
Senior Note
7.75%, 4/02/12 8,500 9,436,241
------------
28,564,635
Insurance-0.7%
Marsh & McLennan Cos., Inc.
5.375%, 3/15/07 7,725 7,724,568
Real Estate Investment Trust-0.8%
Simon Property Group LP
6.375%, 11/15/07 3,804 3,828,844
Vornado Realty LP
5.625%, 6/15/07 5,840 5,837,103
------------
9,665,947
------------
50,269,046
106 o ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Industrial-3.6%
Basic-0.1%
Weyerhaeuser Co.
6.125%, 3/15/07 $ 569 $ 568,931
Capital Goods-0.5%
Waste Management, Inc.
6.50%, 11/15/08 5,623 5,732,367
Communications - Media-0.7%
British Sky Broadcasting Group PLC
6.875%, 2/23/09 7,340 7,562,145
Communications - Telecommunication-0.6%
Verizon Global Funding Corp.
6.125%, 6/15/07 6,705 6,721,917
Consumer Cyclical - Automotive-0.6%
DaimlerChrysler North America Corp.
4.125%, 3/07/07 5,895 5,894,570
4.875%, 6/15/10 1,210 1,193,545
7,088,115
Consumer Non-Cyclical-1.1%
Safeway, Inc.
6.50%, 11/15/08 4,495 4,579,510
The Kroger Co.
7.80%, 8/15/07 8,420 8,505,564
------------
13,085,074
------------
40,758,549
Total Corporates - Investment Grade
(cost $90,966,997) 91,027,595
ASSET-BACKED SECURITIES-6.6%
AUTOS - FIXED RATE-0.0%
Capital Auto Receivables Asset Trust
Series 2005-SN1A Class A3A
4.10%, 6/15/08 158 157,881
CREDIT CARD - FIXED RATE-0.3%
Providian Gateway Master Trust
Series 2004-DA Class A
3.35%, 9/15/11(d) 2,900 2,870,956
HOME EQUITY LOANS - FIXED RATE-2.5%
American General Mortgage Loan Trust
Series 2003-1 Class A3
4.03%, 4/25/33 2,873 2,798,756
Citifinancial Mortgage Securities, Inc.
Series 2004-1 Class AF2
2.645%, 4/25/34 684 668,118
ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO o 107
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Countrywide Asset-Backed Certificates
Series 2007-S1 Class A3
5.81%, 11/25/36 $ 3,500 $ 3,514,175
Credit-Based Asset Servicing & Securities, Inc.
Series 2003-CB1 Class AF
3.45%, 1/25/33 1,621 1,584,993
Series 2003-CB3 Class AF1
2.879%, 12/25/32 2,180 2,098,410
Series 2005-CB4 Class AF2
4.751%, 8/25/35 2,250 2,222,099
Series 2005-RP2 Class AF2
5.75%, 9/25/35(d) 1,800 1,802,250
Home Equity Mortgage Trust
Series 2005-4 Class A3
4.742%, 1/25/36 3,480 3,451,657
Series 2006-1 Class A2
5.30%, 5/25/36 4,010 4,007,281
Series 2006-5 Class A1
5.50%, 1/25/37 4,000 3,999,883
Residential Asset Mortgage Products, Inc.
Series 2004-RS4 Class AI4
4.911%, 4/25/34 25 24,817
Washington Mutual Asset-Backed Certificates
Series 2007-WM1 Class N1
6.75%, 1/25/47(d) 2,497 2,492,466
------------
28,664,905
HOME EQUITY LOANS -
FLOATING RATE-2.8%
Ace Securities Corp.
Series 2003-0P1 Class A2
5.68%, 12/25/33(a) 18 17,635
First Franklin Mortgage Loan Trust
Series 2004-FF4 Class A2
5.61%, 6/25/34(a) 422 422,823
Home Equity Mortgage Trust
Series 2005-3 Class M1
5.86%, 11/25/35(a) 800 800,864
Household Home Equity Loan Trust
Series 2006-1 Class M1
5.60%, 1/20/36(a) 2,428 2,427,725
HSI Asset Securitization Corp. Trust
Series 2006-OPT1 Class 2A1
5.40%, 12/25/35(a) 3,992 3,992,457
IXIS Real Estate Capital Trust
Series 2004-HE4 Class A1
5.69%, 2/25/35(a) 361 361,520
108 o ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Lehman XS Trust
Series 2005-2 Class 1M1
5.82%, 8/25/35(a) $ 5,000 $ 5,013,850
Series 2006-1 Class 1M1
5.77%, 2/25/36(a) 4,000 4,016,840
Series 2007-2N Class M1
5.66%, 2/25/37(a) 3,600 3,603,384
Long Beach Mortgage Loan Trust
Series 2004-3 Class M2
5.92%, 7/25/34(a) 400 401,892
Master Asset Backed Securities Trust
Series 2004-HE1 Class A1
5.72%, 9/25/34(a) 1,154 1,158,665
Series 2006-WMC1 Class A2
5.43%, 2/25/36(a) 2,000 2,000,196
Option One Mortgage Loan Trust
Series 2006-2 Class 2A2
5.42%, 7/25/36(a) 4,215 4,213,685
Residential Asset Securities Corp.
Series 2006-KS3 Class AI2
5.44%, 4/25/36(a) 1,800 1,800,000
Saxon Asset Securities Trust
Series 2005-4 Class A2A
5.41%, 11/25/37(a) 196 196,146
Structured Asset Investment Loan Trust
Series 2005-HE1 Class A4
5.48%, 7/25/35(a) 1,075 1,074,872
------------
31,502,554
OTHER - FIXED RATE-0.1%
DB Master Finance, LLC
Series 2006-1 Class A2
5.779%, 6/20/31(d) 1,600 1,632,880
OTHER - FLOATING RATE-0.9%
GE Dealer Floorplan Master Note Trust
Series 2006-2 Class A
5.39%, 4/20/13(a) 4,360 4,366,108
Mortgage Equity Conversion Asset Trust
Series 2007-FF2 Class A
5.48%, 3/25/07(a)(d) 3,600 3,600,000
SLM Student Loan Trust
Series 2005-10 Class A2
5.37%, 4/27/15(a) 2,203 2,203,251
------------
10,169,359
Total Asset-Backed Securities
(cost $74,921,100) 74,998,535
ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO O 109
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENT-11.9%
MUTUAL FUND-11.9%
AllianceBernstein Fixed-Income Shares, Inc.-
Government STIF Portfolio(e)
(cost $135,323,301) $135,323,301 $ 135,323,301
Total Investments-107.5%
(cost $1,215,427,402) 1,218,737,224
Other assets less liabilities-(7.5)% (84,939,397)
---------------
Net Assets-100% $1,133,797,827
(a) Variable rate coupon, rate shown as of February 28, 2007.
(b) Position with a market value of $731,192 has been segregated to
collateralize margin requirements for open future contracts.
(c) Represents entire or partial position segregated as collateral for swaps.
(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 February 28, 2007, the aggregate market value of these securities
amounted to $34,246,297 or 3.0% of net assets.
(e) Investment in affiliated money market mutual fund.
Glossary of Terms:
TBA - To Be Announced.
See notes to financial statements.
110 o ALLIANCEBERNSTEIN SHORT DURATION BOND PORTFOLIO
INTERMEDIATE DURATION BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
MORTGAGE PASS-THRUS-45.1%
AGENCY ARMS-4.2%
Federal Home Loan Mortgage Corp.
5.84%, 12/01/36(a)(b) $ 34,078 $34,389,380
Federal National Mortgage Association
4.41%, 8/01/34(a)(b) 4,272 4,285,292
5.487%, 5/01/36(a)(b) 1,368 1,378,065
5.785%, 1/01/37(a)(b) 7,546 7,636,637
5.80%, 3/01/36(a)(b) 4,797 4,856,611
5.931%, 6/01/36(a)(b) 3,527 3,553,111
------------
56,099,096
FIXED RATE 15-YEAR-5.5%
Federal Home Loan Mortgage Corp.
5.00%, 4/01/21(a) 3,367 3,322,783
Federal National Mortgage Association
4.50%, 5/01/20-10/01/21(a) 35,662 34,565,620
4.50%, TBA 3,830 3,711,507
5.00%, 4/01/19-12/01/21(a) 29,103 28,756,596
5.00%, TBA 3,590 3,541,758
------------
73,898,264
FIXED RATE 30-YEAR-32.8%
Federal Home Loan Mortgage Corp.
4.50%, 8/01/33-6/01/36(a) 25,231 23,828,950
7.00%, 2/01/37(a) 19,175 19,702,765
Federal National Mortgage Association
5.00%, 2/01/36-12/01/36(a) 32,393 31,472,360
5.00%, TBA 3,920 3,804,850
5.50%, 4/01/33-11/01/36(a) 202,913 201,554,812
5.50%, TBA 2,940 2,916,112
6.00%, TBA 76,285 76,928,693
6.50%, 8/01/32-1/01/37(a) 36,682 37,398,653
6.50%, TBA 7,725 7,874,672
Government National Mortgage Association
5.50%, TBA 15,705 15,648,559
6.00%, 4/15/36(a) 16,787 17,042,529
6.00%, TBA 1,575 1,598,625
NON-AGENCY ARMS-2.6%
Bear Stearns Alt-A Trust
Series 2005-10 Class 24A1
5.928%, 1/25/36(a)(b) 3,063 3,087,443
Series 2006-1 Class 22A1
5.398%, 2/25/36(a)(b) 4,313 4,308,542
Series 2006-3 Class 22A1
6.228%, 5/25/36(a)(b) 2,149 2,164,171
Series 2007-1 Class 21A1
5.75%, 1/25/47(a)(b) 2,785 2,799,955
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO o 111
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2 Class 1A4
5.109%, 5/25/35(a)(b) $ 4,766 $4,716,703
Series 2006-AR1, Class 3A1
5.50%, 3/25/36(a)(b) 5,367 5,398,904
Indymac Index Mortgage Loan Trust
Series 2006-AR7 Class 4A1
6.251%, 5/25/36(a)(b) 2,477 2,509,814
Merrill Lynch Mortgage Investors, Inc.
Series 2006-A1 Class 2A1
6.182%, 3/25/36(a)(b) 3,596 3,649,678
Residential Funding Mortgage Securities I, Inc.
Series 2005-SA3 Class 3A
5.236%, 8/25/35(a)(b) 3,048 3,035,616
Structured Adjustable Rate Mortgage Loan Trust
Series 2006-3 Class 2A1
6.01%, 4/25/36(a)(b) 3,064 3,082,882
------------
34,753,708
Total Mortgage Pass-Thrus
(cost $603,380,830) 604,522,648
------------
CORPORATES - INVESTMENT GRADE-14.2%
Financial Institutions-5.2%
Banking-1.9%
Bank of Tokyo-Mitsubishi UFJ NY
7.40%, 6/15/11(a) 170 184,480
Barclays Bank PLC
8.55%, 9/29/49(a)(c) 961 1,079,068
Citigroup, Inc.
4.625%, 8/03/10(a) 2,357 2,328,351
5.493%, 6/09/09(a)(b) 421 422,260
Credit Suisse First Boston USA, Inc.
5.50%, 8/15/13(a) 1,812 1,845,810
JPMorgan Chase & Co.
6.75%, 2/01/11(a) 2,530 2,669,985
MBNA Corp.
4.625%, 9/15/08(a) 1,362 1,350,194
Mitsubishi UFG Capital Finance 1, Ltd.
6.346%, 7/29/49(a) 770 798,813
RBS Capital Trust III
5.512%, 9/29/49(a) 562 560,945
Resona Bank, Ltd.
5.85%, 9/29/49(a)(c) 330 330,634
Resona Preferred Global Securities
7.191%, 12/29/49(a)(c) 619 666,484
Suntrust Bank
5.468%, 6/02/09(a)(b) 591 592,136
The Huntington National Bank
4.375%, 1/15/10(a) 517 504,338
112 o ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
UBS Preferred Funding Trust I
8.622%, 10/29/49(a) $ 1,825 $ 2,026,476
UFJ Finance Aruba AEC
6.75%, 7/15/13(a) 1,913 2,057,227
Wachovia Corp.
5.35%, 3/15/11(a) 2,205 2,233,572
Washington Mutual, Inc.
4.00%, 1/15/09(a) 2,185 2,140,509
Wells Fargo & Co.
4.20%, 1/15/10(a) 1,808 1,772,934
Zions Bancorporation
5.50%, 11/16/15(a) 1,420 1,420,288
------------
24,984,504
Brokerage-0.1%
The Goldman Sachs Group, Inc.
4.75%, 7/15/13(a) 1,016 987,890
Finance-2.2%
American General Finance Corp.
4.625%, 5/15/09(a) 2,620 2,588,741
Capital One Financial Corp.
4.80%, 2/21/12(a) 665 650,730
CIT Group, Inc.
5.58%, 5/18/07(a)(b) 466 466,261
Senior Note
7.75%, 4/02/12(a) 2,318 2,573,318
Core Investment Grade Trust
4.642%, 11/30/07(a) 3,882 3,861,702
Countrywide Home Loans, Inc.
4.00%, 3/22/11(a) 1,427 1,359,474
4.25%, 12/19/07(a) 1,855 1,838,657
General Electric Capital Corp.
4.00%, 2/17/09(a) 4,160 4,081,796
4.375%, 11/21/11(a) 1,213 1,180,218
5.425%, 6/22/07(a)(b) 3,448 3,449,627
6.75%, 3/15/32(a) 1,429 1,661,583
HSBC Finance Corp.
6.50%, 11/15/08(a) 4,771 4,882,217
7.00%, 5/15/12(a) 440 477,105
iStar Financial, Inc.
5.15%, 3/01/12(a) 1,019 1,002,318
------------
30,073,747
Finance - Other-0.1%
Berkshire Hathaway Finance Corp.
4.20%, 12/15/10(a) 1,656 1,614,002
Insurance-0.8%
Assurant, Inc.
5.625%, 2/15/14(a) 1,028 1,037,842
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO o 113
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Humana, Inc.
6.30%, 8/01/18(a) $ 1,094 $ 1,123,479
Liberty Mutual Group(c)
5.75%, 3/15/14(a) 993 998,649
WellPoint, Inc.
3.50%, 9/01/07(a) 2,200 2,178,416
3.75%, 12/14/07(a) 412 406,958
4.25%, 12/15/09(a) 2,555 2,501,764
Zurich Capital Trust I
8.376%, 6/01/37(a)(c) 2,541 2,655,996
------------
10,903,104
Real Estate Investment Trust-0.1%
Simon Property Group LP
6.375%, 11/15/07(a) 1,015 1,021,629
Industrial-7.7%
Basic Industry-0.4%
International Paper Co.
5.30%, 4/01/15(a) 2,625 2,552,736
Ispat Inland ULC
9.75%, 4/01/14(a) 602 677,487
Lubrizol Corp.
4.625%, 10/01/09(a) 805 794,871
Westvaco Corp.
8.20%, 1/15/30(a) 670 780,646
Weyerhaeuser Co.
5.95%, 11/01/08(a) 1,083 1,094,478
------------
5,900,218
Capital Goods-0.8%
Boeing Capital Corp.
4.75%, 8/25/08(a) 1,615 1,607,190
6.50%, 2/15/12(a) 205 218,247
Hutchison Whampoa International, Ltd.
7.45%, 11/24/33(a)(c) 1,449 1,717,862
Raytheon Co.
6.75%, 8/15/07(a) 1,153 1,159,277
Textron Financial Corp.
4.125%, 3/03/08(a) 2,610 2,582,590
Textron, Inc.
6.375%, 11/15/08(a) 875 893,255
Tyco International Group, SA
6.00%, 11/15/13(a) 1,250 1,329,874
Waste Management, Inc.
6.875%, 5/15/09(a) 1,435 1,482,970
------------
10,991,265
------------
Communications - Media-1.3%
British Sky Broadcasting Group PLC
6.875%, 2/23/09(a) 489 503,800
BSKYB Finance United Kingdom PLC
5.625%, 10/15/15(a)(c) 2,325 2,339,501
114 o ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Comcast Cable Communication, Inc.
6.875%, 6/15/09(a) $ 1,463 $ 1,519,173
Comcast Cable Communications Holdings, Inc.
8.375%, 3/15/13(a) 940 1,085,788
9.455%, 11/15/22(a) 1,731 2,307,544
Comcast Corp.
5.30%, 1/15/14(a) 1,263 1,259,181
5.50%, 3/15/11(a) 1,597 1,616,260
News America, Inc.
6.55%, 3/15/33(a) 1,383 1,465,506
R. R. Donnelley & Sons Co.
4.95%, 4/01/14(a) 710 669,821
Time Warner Entertainment Co.
8.375%, 3/15/23(a) 3,190 3,847,788
WPP Finance Corp.
5.875%, 6/15/14(a) 886 900,375
------------
17,514,737
Communications - Telecommunications-2.6%
AT&T Corp.
8.00%, 11/15/31(a) 295 374,477
British Telecommunications PLC
8.625%, 12/15/10(a) 2,721 3,049,041
CenturyTel, Inc.
5.00%, 2/15/15(a) 2,462 2,293,092
6.875%, 1/15/28(a) 915 913,286
Embarq Corp.
6.738%, 6/01/13(a) 210 218,008
7.082%, 6/01/16(a) 3,705 3,831,196
New Cingular Wireless Services, Inc.
7.875%, 3/01/11(a) 2,435 2,674,811
8.75%, 3/01/31(a) 1,429 1,900,461
Pacific Bell
6.625%, 10/15/34(a) 3,900 3,935,662
Sprint Capital Corp.
8.375%, 3/15/12(a) 3,219 3,609,552
Telecom Italia Capital
4.00%, 11/15/08-1/15/10(a) 3,815 3,693,646
6.375%, 11/15/33(a) 375 366,220
TELUS Corp.
7.50%, 6/01/07(a) 3,444 3,459,908
Verizon Global Funding Corp.
4.90%, 9/15/15(a) 1,590 1,538,141
Verizon New Jersey, Inc.
5.875%, 1/17/12(a) 1,435 1,468,402
Vodafone Group PLC
5.50%, 6/15/11(a) 2,045 2,066,990
------------
35,392,893
------------
Consumer Cyclical - Automotive-0.1%
DaimlerChrysler North America Corp.
4.875%, 6/15/10(a) 698 688,508
------------
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO o 115
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Consumer Cyclical - Other-0.5%
Centex Corp.
5.45%, 8/15/12(a) $ 859 $ 858,354
Starwood Hotels & Resorts Worldwide, Inc.
7.375%, 11/15/15(a) 2,086 2,195,315
7.875%, 5/01/12(a) 2,181 2,352,383
Toll Brothers Finance Corp.
6.875%, 11/15/12(a) 1,055 1,113,769
------------
6,519,821
Consumer Non-Cyclical-1.1%
Altria Group, Inc.
7.75%, 1/15/27(a) 2,120 2,610,354
ConAgra Foods, Inc.
7.875%, 9/15/10(a) 641 696,229
Fisher Scientific International, Inc.
6.125%, 7/01/15(a) 3,130 3,132,604
6.75%, 8/15/14(a) 560 579,899
Kraft Foods, Inc.
4.125%, 11/12/09(a) 3,245 3,164,803
Safeway, Inc.
4.125%, 11/01/08(a) 683 670,422
4.80%, 7/16/07(a) 620 618,084
6.50%, 3/01/11(a) 453 471,816
The Kroger Co.
7.80%, 8/15/07(a) 1,540 1,555,649
Wyeth
5.50%, 2/01/14(a) 1,267 1,287,495
------------
14,787,355
Energy-0.3%
Amerada Hess Corp.
7.875%, 10/01/29(a) 2,273 2,716,487
Tengizchevroil Finance Co.
6.124%, 11/15/14(a)(c) 380 374,300
Valero Energy Corp.
6.875%, 4/15/12(a) 1,493 1,597,555
------------
4,688,342
Technology-0.6%
Cisco Systems, Inc.
5.25%, 2/22/11(a) 780 786,647
Electronic Data Systems Corp.
6.50%, 8/01/13(a) 3,745 3,825,776
International Business Machines Corp.
4.375%, 6/01/09(a) 455 449,346
Motorola, Inc.
6.50%, 9/01/25(a) 1,800 1,856,703
7.50%, 5/15/25(a) 290 329,339
7.625%, 11/15/10(a) 146 157,268
------------
7,405,079
116 o ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Utilities-1.3%
Electric-1.2%
Carolina Power & Light Co.
6.50%, 7/15/12(a) $ 1,805 $ 1,915,666
CE Electric UK Funding Co.
6.995%, 12/30/07(a)(c) 700 709,409
Consumers Energy Co.
4.25%, 4/15/08(a) 734 725,800
Exelon Corp.
6.75%, 5/01/11(a) 1,295 1,358,002
FirstEnergy Corp.
6.45%, 11/15/11(a) 1,300 1,366,022
7.375%, 11/15/31(a) 1,436 1,673,816
MidAmerican Energy Holdings Co.
5.875%, 10/01/12(a) 933 962,904
NiSource Finance Corp.
7.875%, 11/15/10(a) 856 931,100
Pacific Gas & Electric Co.
4.80%, 3/01/14(a) 1,700 1,652,618
Progress Energy, Inc.
7.10%, 3/01/11(a) 574 613,809
Public Service Co. of Colorado
7.875%, 10/01/12(a) 874 985,617
SPI Electricity & Gas Australia Holdings Pty, Ltd.
6.15%, 11/15/13(a)(c) 1,447 1,506,990
Xcel Energy, Inc.
7.00%, 12/01/10(a) 1,110 1,179,145
------------
15,580,898
Natural Gas-0.1%
Duke Energy Field Services Corp.
7.875%, 8/16/10(a) 506 547,299
Enterprise Products Operating LP
Series B
5.60%, 10/15/14(a) 1,278 1,282,918
Total Corporates - Investment Grade
(cost $190,581,552) 190,884,209
NON-US DOLLAR-11.9%
GOVERNMENT-RELATED - SOVEREIGNS-10.3%
Japan Government
0.70%, 6/20/10(a) JPY 7,201,950 60,221,099
1.80%, 9/20/16(a) 2,659,150 22,892,899
Sweden (Kingdom of)
5.00%, 1/28/09(a) SEK 69,595 10,193,541
5.25%, 3/15/11(a) 85,655 12,913,251
United Mexican States
8.00%, 12/24/08-12/19/13(a) MXN 307,755 27,646,021
9.00%, 12/20/12(a) 51,780 4,865,303
------------
138,732,114
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO o 117
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
INFLATION-LINKED SECURITIES-1.6%
Japan Government
0.80%, 9/10/15(a) JPY 2,552,700 $ 20,993,322
Total Non-US Dollar
(cost $158,539,529) 159,725,436
COMMERCIAL MORTGAGE BACKED SECURITIES-7.4%
NON-AGENCY FIXED RATE CMBS-7.4%
Banc America Commercial Mortgage, Inc.
Series 2001-PB1 Class A2
5.787%, 5/11/35(a) $ 875 894,988
Series 2004-4 Class A3
4.128%, 7/10/42(a) 1,035 1,011,004
Series 2004-6 Class A2
4.161%, 12/10/42(a) 3,865 3,771,253
Bear Stearns Commercial Mortgage
Securities, Inc.
Series 2005-PWR7 Class A3
5.116%, 2/11/41(a) 2,500 2,480,736
Series 2005-T18 Class A4
4.933%, 2/13/42(a) 4,235 4,150,347
Credit Suisse Mortgage Capital Certificates
Series 2006-C3 Class A3
5.827%, 6/15/38(a) 4,380 4,576,721
Series 2006-C4 Class A3
5.467%, 9/15/39(a) 6,475 6,560,244
CS First Boston Mortgage Securities Corp.
Series 2003-CK2 Class A2
3.861%, 3/15/36(a) 899 881,802
Series 2004-C1 Class A4
4.75%, 1/15/37(a) 1,815 1,767,234
Series 2005-C1 Class A4
5.014%, 2/15/38(a) 1,516 1,492,533
GE Capital Commercial Mortgage Corp.
Series 2005-C3 Class A3FX
4.863%, 7/10/45(a) 3,265 3,239,062
Greenwich Capital Commercial Funding Corp.
Series 2003-C1 Class A4
4.111%, 7/05/35(a) 1,102 1,041,958
Series 2005-GG3 Class A2
4.305%, 8/10/42(a) 1,823 1,784,423
JPMorgan Chase Commercial Mortgage Securities
Series 2004-C1 Class A2
4.302%, 1/15/38(a) 1,720 1,666,428
Series 2005-LDP1 Class A4
5.038%, 3/15/46(a) 1,846 1,817,885
Series 2005-LDP3 Class A2
4.851%, 8/15/42(a) 2,810 2,783,936
118 o ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Series 2005-LDP4 Class A2
4.79%, 10/15/42(a) $ 1,045 $ 1,033,380
Series 2006-CB14 Class A4
5.481%, 12/12/44(a) 1,720 1,745,437
Series 2006-CB15 Class A4
5.814%, 6/12/43(a) 3,110 3,229,051
LB-UBS Commercial Mortgage Trust
Series 2003-C3 Class A4
4.166%, 5/15/32(a) 4,900 4,644,419
Series 2004-C2 Class A4
4.367%, 3/15/36(a) 2,570 2,446,278
Series 2004-C4 Class A4
5.133%, 6/15/29(a) 6,015 6,108,082
Series 2004-C8 Class A2
4.201%, 12/15/29(a) 1,084 1,058,881
Series 2005-C1 Class A4
4.742%, 2/15/30(a) 4,209 4,083,456
Series 2005-C7 Class A4
5.197%, 11/15/30(a) 2,380 2,371,180
Series 2006-C1 Class A4
5.156%, 2/15/31(a) 5,253 5,215,089
Series 2006-C6 Class A4
5.372%, 9/15/39(a) 6,005 6,052,920
Merrill Lynch Mortgage Trust
Series 2005-CKI1 Class A6
5.244%, 11/12/37(a) 2,100 2,109,844
Series 2005-MKB2 Class A2
4.806%, 9/12/42(a) 2,230 2,209,721
Merrill Lynch/Countrywide
Commercial Mortgage Trust
Series 2006-1 Class A2
5.439%, 2/12/39(a) 1,695 1,713,611
Series 2006-2 Class A4
5.91%, 6/12/46(a) 3,075 3,231,698
Morgan Stanley Capital I
Series 2004-HQ4 Class A5
4.59%, 4/14/40(a) 6,500 6,353,086
Series 2005-HQ5 Class A4
5.168%, 1/14/42(a) 5,186 5,163,811
Total Commercial Mortgage Backed Securities
(cost $98,202,764) 98,690,498
U.S. TREASURIES-7.0%
United States Treasury Bonds
4.50%, 2/15/36(a)(d) 49,730 48,230,342
8.75%, 5/15/17(a) 33,905 45,212,860
Total U.S. Treasuries
(cost $90,722,139) 93,443,202
------------
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO o 119
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
ASSET-BACKED SECURITIES-3.1%
AUTOS - FIXED RATE-0.1%
Capital Auto Receivables Asset Trust
Series 2005-SN1A Class A3A
4.10%, 6/15/08(a) $ 869 $ 867,008
AUTOS - FLOATING RATE-0.0%
Ford Credit Floorplan Master Owner Trust
Series 2004-1 Class A
5.36%, 7/15/09(a)(b) 300 299,943
CREDIT CARDS - FLOATING RATE-0.4%
American Express Credit Account Master Trust
Series 2005-1 Class A
5.35%, 10/15/12(a)(b) 1,298 1,299,010
Bank One Issuance Trust
Series 2004-A4 Class A4
5.36%, 2/16/10(a)(b) 2,158 2,158,337
Discover Card Master Trust I
Series 2004-1 Class A
5.35%, 4/16/10(a)(b) 2,457 2,457,767
------------
5,915,114
HOME EQUITY LOANS - FIXED RATE-0.5%
Citifinancial Mortgage Securities, Inc.
Series 2003-1 Class AFPT
3.36%, 1/25/33(a) 818 741,396
Credit-Based Asset Servicing & Securities Trust
Series 2005-CB7 Class AF2
5.15%, 11/25/35(a) 1,805 1,793,112
Home Equity Mortgage Trust
Series 2005-4 Class A3
4.742%, 1/25/36(a) 2,070 2,053,141
Series 2006-1 Class A2
5.30%, 5/25/36(a) 1,040 1,039,295
Residential Funding Mortgage Securities II
Series 2005-HI2 Class A3
4.46%, 5/25/35(a) 1,490 1,471,804
------------
7,098,748
HOME EQUITY LOANS - FLOATING RATE-1.9%
Asset Backed Funding Certificates
Series 2003-WF1 Class A2
6.07%, 12/25/32(a)(b) 870 870,670
Bear Stearns Asset Backed Securities, Inc.
Series 2005-SD1 Class 1A1
5.47%, 4/25/22(a)(b) 235 234,629
GE-WMC Mortgage Securities LLC
Series 2005-2 Class A2B
5.49%, 12/25/35(a)(b) 2,190 2,191,711
Home Equity Mortgage Trust
Series 2005-2 Class A1
5.50%, 7/25/35(a)(b) 23 23,217
120 o ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Household Home Equity Loan Trust
Series 2005-3 Class A1
5.58%, 1/20/35(a)(b) $ 1,514 $ 1,517,458
HSI Asset Securitization Corp. Trust
Series 2006-OPT2 Class 2A1
5.40%, 1/25/36(a)(b) 1,145 1,144,602
Lehman XS Trust
Series 2005-4 Class 1M1
5.82%, 10/25/35(a)(b) 4,865 4,883,195
Master Asset Backed Securities Trust
Series 2004-HE1 Class A1
5.72%, 9/25/34(a)(b) 1,167 1,171,153
RAAC Series
Series 2006-SP3 Class A1
5.40%, 8/25/36(a)(b) 2,011 2,011,175
Residential Asset Mortgage Products, Inc.
Series 2005-RS3 Class AIA2
5.49%, 3/25/35(a)(b) 1,723 1,722,943
Series 2005-RZ1 Class A2
5.52%, 4/25/35(a)(b) 2,985 2,987,295
Saxon Asset Securities Trust
Series 2005-4 Class A2B
5.50%, 11/25/37(a)(b) 2,250 2,250,704
Specialty Underwriting & Residential Finance
Series 2006-BC1 Class A2A
5.40%, 12/25/36(a)(b) 1,159 1,158,695
Structured Asset Investment Loan Trust
Series 2006-1 Class A1
5.40%, 1/25/36(a)(b) 2,679 2,678,543
------------
24,845,990
OTHER - FIXED RATE-0.1%
DB Master Finance, LLC
Series 2006-1 Class A2
5.779%, 6/20/31(a)(c) 1,000 1,020,550
OTHER - FLOATING RATE-0.1%
SLM Student Loan Trust
Series 2003-C Class A1
5.46%, 9/15/16(a)(b) 965 966,157
Total Asset-Backed Securities
(cost $41,057,976) 41,013,510
GOVERNMENT-RELATED - NON-US ISSUERS-2.6%
AGENCIES-0.1%
Korea Development Bank
4.625%, 9/16/10(a) 1,335 1,313,711
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO O 121
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
SOVEREIGNS-2.5%
Russian Federation
5.00%, 3/31/30(a) $ 19,561 $ 22,182,174
United Mexican States
5.625%, 1/15/17(a) 11,136 11,264,064
------------
33,446,238
Total Government-Related - Non-US Issuers
(cost $33,866,197) 34,759,949
MORTGAGE CMOS-2.4%
AGENCY ADJUSTABLE RATE-0.0%
Fannie Mae Grantor Trust
Series 2004-T5 Class AB4
5.963%, 5/28/35(a)(b) 525 525,676
AGENCY FIXED RATE-0.6%
Federal Home Loan Mortgage Corp. Strips
Series R007 Class AC
5.875%, 5/15/16(a) 7,341 7,392,086
NON-AGENCY ADJUSTABLE RATE-0.7%
Countrywide Alternative Loan Trust
Series 2005-62 Class 2A1
5.883%, 12/25/35(a)(b) 2,413 2,412,597
Series 2006-0A14 Class 3A1
5.733%, 11/25/46(a)(b) 5,542 5,523,920
JPMorgan Alternative Loan Trust
Series 2006-S1 Class 3A1
5.43%, 3/25/36(a)(b) 1,193 1,193,438
Washington Mutual, Inc.
Series 2005-AR2 Class 2A22
5.54%, 1/25/45(a)(b) 245 244,760
------------
9,374,715
NON-AGENCY FIXED RATE-1.1%
Residential Accredit Loans, Inc.
Series 2007-QS1 Class 1A1
6.00%, 1/25/37(a) 4,436 4,468,438
Series 2007-QS1 Class 2A10
6.00%, 1/25/37(a) 5,527 5,567,614
Wells Fargo Mortgage Backed Securities Trust
Series 2006-AR11 Class A4
5.531%, 8/25/36(a) 5,288 5,262,882
------------
15,298,934
Total Mortgage CMOS
(cost $32,526,245) 32,591,411
122 o ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
CORPORATES-NON-INVESTMENT GRADE-0.1%
Industrial-0.1%
Basic Industry-0.1%
Packaging Corp. of America
5.75%, 8/01/13(a)
(cost $1,076,979) $ 1,099 $ 1,088,115
SHORT-TERM INVESTMENTS-16.4%
AGENCY DISCOUNT NOTES-3.2%
Federal Home Loan Mortgage Corp.
Zero coupon, 5/07/07(e) 5,000 4,952,309
Federal National Mortgage Association
Zero Coupon, 3/30/07-7/11/07 37,745 37,528,093
---------------
42,480,402
INVESTMENT COMPANIES-13.2%
AllianceBernstein Fixed Income Shares, Inc.-
Government STIF Portfolio(f) 177,278,382 177,278,382
Total Short-Term Investments
(cost $219,758,784) 219,758,784
Total Investments-110.2%
(cost $1,469,712,995) 1,476,477,762
Other assets less liabilities-(10.2)% (136,903,902)
---------------
Net Assets-100% $1,339,573,860
(a) Positions, or portion thereof, with an aggregate market value of
$1,140,694,202 have been segregated to collateralize open forward currency
exchange contracts.
(b) Variable rate coupon, rate shown as of February 28, 2007.
(c) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. These securities are considered liquid and may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At February 28, 2007, the aggregate market value of these securities
amounted to $13,399,443 or 1.0% of net assets.
(d) Position with a market value of $727,383 has been segregated to
collateralize margin requirements for open future contracts.
(e) Represents entire or partial position segregated as collateral for swaps.
(f) Investment in affiliated money market mutual fund.
Glossary:
TBA - (To Be Announced)
Currency Abbreviations:
JPY - Japanese Yen
MXN - Mexican Peso
SEK - Swedish Krona
See notes to financial statements.
ALLIANCEBERNSTEIN INTERMEDIATE DURATION BOND PORTFOLIO o 123
INFLATION PROTECTED SECURITIES PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Shares or
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
U.S. GOVERNMENT & GOVERNMENT SPONSORED AGENCY
OBLIGATIONS-97.6%
U.S. Treasury Notes-97.6%
0.875%, 4/15/10 (TIPS)(a) $ 26,629 $ 25,618,962
1.625%, 1/15/15 (TIPS)(a) 75,962 72,858,331
1.875%, 7/15/13-7/15/15 (TIPS)(a) 79,225 77,777,671
2.00%, 1/15/14-1/15/16 (TIPS)(a) 78,807 77,854,684
2.375%, 1/15/17 (TIPS)(a) 42,026 42,745,063
3.00%, 7/15/12 (TIPS)(a) 55,969 58,513,960
3.375%, 1/15/12 (TIPS)(a) 47,491 50,266,713
3.50%, 1/15/11 (TIPS)(a) 45,240 47,650,620
3.875%, 1/15/09 (TIPS)(a) 24,836 25,681,992
4.25%, 1/15/10 (TIPS)(a) 47,981 50,918,174
Total U.S. Government & Government
Sponsored Agency Obligations
(cost $531,541,805) 529,886,170
NON U.S. DOLLAR SOVEREIGN DEBT OBLIGATIONS-1.6%
Sovereign-1.6%
Government of Japan CPI Linked Bond
Series 5
0.80%, 9/10/15 (a)
(cost $8,916,330) JPY 1,055,250 8,678,342
SHORT-TERM INVESTMENTS-0.5%
Investment Companies-0.5%
AllianceBernstein Fixed-Income Shares,
Inc.-Prime STIF Portfolio(b)
(cost $2,681,145) 2,681,145 2,681,145
Total Investments-99.7%
(cost $543,139,280) 541,245,657
Other assets less liabilities-0.3% 1,591,635
-------------
Net Assets-100.0% $542,837,292
124 o ALLIANCEBERNSTEIN INFLATION PROTECTED SECURITIES PORTFOLIO
FINANCIAL FUTURES CONTRACTS (see Note D)
Value at Unrealized
Number of Expiration Original February 28, Appreciation/
Type Contracts Month Value 2007 (Depreciation)
- ---------------------------------------------------------------------------------------
Sold Contracts
Japan
Government
Bonds 10 Yr March
Future 10 2007 $11,350,160 $11,402,753 $(52,593)
FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)
U.S. $
Contract Value on U.S. $ Value Unrealized
Amount Origination at February 28, Appreciation/
(000) Date 2007 (Depreciation)
- ---------------------------------------------------------------------------------------
Sale Contracts:
Japanese Yen
settling 3/27/07 1,046,865 $8,680,761 $8,871,454 $(190,693)
(a) Position, or a portion thereof, has been segregated to collateralize
forward currency exchange contracts. The aggregate market value of these
securities amounted to $538,564,512.
(b) Investment in affiliated money market mutual fund.
Currency Abbreviations:
JPY - Japanese Yen
Glossary:
CPI - Consumer Price Index
TIPS - Treasury Inflation Protected Security
See notes to financial statements.
ALLIANCEBERNSTEIN INFLATION PROTECTED SECURITIES PORTFOLIO o 125
HIGH-YIELD PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 28, 2007 (unaudited)
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
CORPORATES - NON-INVESTMENT GRADE-91.4%
Financial Institutions-1.6%
Banking-0.1%
Kyivstar
7.75%, 4/27/12(a)(b) $ 375 $ 389,063
------------
Brokerage-1.1%
E*Trade Financial Corp.
7.375%, 9/15/13(a) 870 904,800
7.875%, 12/01/15(a) 2,574 2,760,614
8.00%, 6/15/11(a) 810 848,475
------------
4,513,889
Insurance-0.4%
Crum & Forster Holdings Corp.
10.375%, 6/15/13(a) 675 727,312
Liberty Mutual Group
7.80%, 3/15/37(b) 770 768,468
------------
1,495,780
------------
6,398,732
Index-4.5%
DJ CDX NA HY
8.375%, 12/29/11(a)(b) 13,320 13,840,319
Series 5-T2
7.25%, 12/29/10(a)(b) 4,312 4,436,172
------------
18,276,491
Industrial-70.4%
Basic Industry-7.1%
AK Steel Corp.
7.875%, 2/15/09(a) 1,310 1,306,725
Arch Western Finance LLC
6.75%, 7/01/13(a) 670 658,275
Equistar Chemical Funding LP
10.125%, 9/01/08(a) 1,377 1,456,178
10.625%, 5/01/11(a) 623 658,823
Evraz Group, SA
8.25%, 11/10/15(a)(b) 1,369 1,401,582
Freeport-McMoRan Copper & Gold, Inc.
10.125%, 2/01/10(a) 961 1,001,843
Georgia-Pacific Corp.
7.00%, 1/15/15(a)(b) 905 905,000
7.125%, 1/15/17(a)(b) 1,095 1,095,000
Hexion US Finance Corp.
9.75%, 11/15/14(a)(b) 525 556,500
9.86%, 11/15/14(a)(b)(c) 525 540,750
126 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Huntsman International LLC
7.875%, 11/15/14(a)(b)(c) $ 1,130 $ 1,169,550
9.875%, 3/01/09(a) 215 220,306
Huntsman LLC
11.50%, 7/15/12(a) 801 897,120
Ineos Group Holdings PLC
8.50%, 2/15/16(a)(b) 1,575 1,531,687
Jefferson Smurfit Corp.
8.25%, 10/01/12(a) 630 642,600
JSC Severstal
9.25%, 4/19/14(a) 1,938 2,093,234
Lyondell Chemical Co.
8.00%, 9/15/14(a) 790 831,475
8.25%, 9/15/16(a) 615 661,125
Massey Energy Co.
6.875%, 12/15/13(a) 705 676,800
Momentive Performance
10.125%, 12/01/14(a)(b)(d) 720 757,800
Nell AF S.a.r.l.
8.375%, 8/15/15(a)(b) 1,445 1,524,475
NewMarket Corp.
7.125%, 12/15/16(a)(b) 1,285 1,288,213
Newpage Corp.
10.00%, 5/01/12(a) 797 868,730
Peabody Energy Corp.
5.875%, 4/15/16(a) 900 857,250
6.875%, 3/15/13(a) 1,815 1,837,687
Quality Distribution LLC
9.00%, 11/15/10(a) 1,353 1,312,410
Rhodia, SA
8.875%, 6/01/11(a) 1,763 1,846,742
------------
28,597,880
Capital Goods-6.3%
Alion Science and Technology Corp.
10.25%, 2/01/15(a)(b) 270 280,800
Allied Waste North America, Inc.
6.375%, 4/15/11(a) 1,603 1,607,008
6.875%, 6/01/17(a) 1,430 1,419,275
7.125%, 5/15/16(a) 2,053 2,086,361
7.375%, 4/15/14(a) 820 824,100
Associated Materials, Inc.
11.25%, 3/01/14(a)(e) 1,635 1,218,075
Berry Plastics Holding Corp.
8.875%, 9/15/14(a) 1,330 1,376,550
Bombardier, Inc.
8.00%, 11/15/14(a)(b) 2,120 2,226,000
Case New Holland, Inc.
9.25%, 8/01/11(a) 930 981,150
ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO o 127
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Covalence Specialty Materials
10.25%, 3/01/16(a)(b) $ 555 $ 528,638
Crown Americas
7.625%, 11/15/13(a) 1,500 1,548,750
Goodman Global Holding Co., Inc.
7.875%, 12/15/12(a) 992 1,011,840
Invensys PLC
9.875%, 3/15/11(a)(b) 183 196,725
L-3 Communications Corp.
5.875%, 1/15/15(a) 1,828 1,782,300
Owens Brockway Glass Container
8.875%, 2/15/09(a) 1,715 1,753,587
Plastipak Holdings, Inc.
8.50%, 12/15/15(a)(b) 640 667,200
Russell Stanley Holdings, Inc.
9.00%, 11/30/08(a)(b)(f) 1,134 56,700
Sequa Corp.
9.00%, 8/01/09(a) 601 634,055
Trinity Industries, Inc.
6.50%, 3/15/14(a) 2,100 2,063,250
United Rentals North America, Inc.
6.50%, 2/15/12(a) 640 643,200
7.00%, 2/15/14(a) 485 487,425
7.75%, 11/15/13(a) 2,075 2,121,687
------------
25,514,676
Communications - Media-11.0%
Allbritton Communications Co.
7.75%, 12/15/12(a) 1,351 1,384,775
Cablevision Systems Corp.
Series B
8.00%, 4/15/12(a) 1,637 1,661,555
CCH I Holdings LLC
11.75%, 5/15/14(a) 6,007 5,871,842
Central European Media Enterprises, Ltd.
8.25%, 5/15/12(a) EUR 398 574,622
Clear Channel Communications, Inc.
5.75%, 1/15/13(a) US$ 1,641 1,547,196
5.50%, 9/15/14(a) 2,519 2,232,844
CSC Holdings, Inc.
6.75%, 4/15/12(a)(b) 2,565 2,539,350
7.625%, 7/15/18(a) 1,535 1,554,187
Dex Media East LLC
12.125%, 11/15/12(a) 641 702,696
Dex Media West LLC
8.50%, 8/15/10(a) 444 465,090
DirecTV Holdings LLC
6.375%, 6/15/15(a) 2,961 2,846,261
EchoStar DBS Corp.
6.375%, 10/01/11(a) 1,080 1,085,400
7.125%, 2/01/16(a) 850 878,688
128 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Insight Communications Co., Inc.
12.25%, 2/15/11(a) $ 1,612 $ 1,682,525
Insight Midwest LP
9.75%, 10/01/09(a) 552 561,661
Intelsat Bermuda, Ltd.
8.625%, 1/15/15(a) 1,274 1,369,550
11.25%, 6/15/16(a)(b) 2,812 3,184,590
Lamar Media Corp.
6.625%, 8/15/15(a) 475 467,875
Liberty Media Corp.
5.70%, 5/15/13(a) 545 522,087
7.875%, 7/15/09(a) 350 367,385
8.25%, 2/01/30(a) 530 541,446
LIN Television Corp.
6.50%, 5/15/13(a) 725 706,875
Quebecor Media, Inc.
7.75%, 3/15/16(a) 2,755 2,823,875
R.H. Donnelley Corp.
6.875%, 1/15/13(a) 1,453 1,416,675
Rainbow National Services LLC
8.75%, 9/01/12(a)(b) 764 811,750
10.375%, 9/01/14(a)(b) 729 816,480
Sirius Satellite Radio, Inc.
9.625%, 8/01/13(a) 545 550,450
Univision Communications, Inc.
7.85%, 7/15/11(a) 1,190 1,246,525
WDAC Subsidiary Corp.
8.375%, 12/01/14(a)(b) 982 1,028,645
WMG Holdings Corp.
9.50%, 12/15/14(a)(e) 3,196 2,508,860
XM Satellite Radio, Inc.
9.75%, 5/01/14(a) 840 848,400
------------
44,800,160
Communications - Telecommunications-8.8%
American Tower Corp.
7.125%, 10/15/12(a) 2,430 2,512,012
Citizens Communications Co.
6.25%, 1/15/13(a) 1,977 1,977,000
Cricket Communications, Inc.
9.375%, 11/01/14(a)(b) 2,470 2,605,850
Digicel, Ltd.
9.25%, 9/01/12(a)(b) 1,727 1,839,255
Dobson Cellular Systems, Inc.
8.375%, 11/01/11(a) 620 658,750
Dobson Communications Corp.
8.875%, 10/01/13(a) 665 685,781
Idearc, Inc.
8.00%, 11/15/16(a)(b) 1,710 1,744,200
Inmarsat Finance PLC
10.375%, 11/15/12(a)(e) 1,037 972,188
7.625%, 6/30/12(a) 1,835 1,903,812
ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO o 129
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Level 3 communications, Inc.
11.50%, 3/01/10(a) $ 655 $ 727,050
Level 3 Financing, Inc.
12.25%, 3/15/13(a) 1,853 2,163,377
8.75%, 2/15/17(a)(b) 835 838,131
9.25%, 11/01/14(a)(b) 2,845 2,919,681
Mobile Telesystems Finance, SA
8.00%, 1/28/12(a)(b) 1,858 1,951,000
PanAmSat Corp.
9.00%, 8/15/14(a) 1,171 1,264,680
Qwest Capital Funding, Inc.
7.25%, 2/15/11(a) 4,029 4,124,689
Qwest Communications International, Inc.
7.50%, 2/15/14(a) 350 362,688
Qwest Corp.
6.875%, 9/15/33(a) 2,240 2,170,000
8.875%, 3/15/12(a) 355 392,275
Rural Cellular Corp.
9.75%, 1/15/10(a) 1,191 1,222,264
Time Warner Telecom Holdings, Inc.
9.25%, 2/15/14(a) 740 793,650
Windstream Corp.
8.125%, 8/01/13(a) 714 770,228
8.625%, 8/01/16(a) 810 886,950
------------
35,485,511
Consumer Cyclical - Automotive-6.9%
Affinia Group, Inc.
9.00%, 11/30/14(a) 45 45,225
Ford Motor Co.
7.45%, 7/16/31(a) 3,870 3,105,675
Ford Motor Credit Co.
4.95%, 1/15/08(a) 1,298 1,284,371
7.00%, 10/01/13(a) 2,524 2,421,256
8.11%, 1/13/12(a)(c) 2,785 2,800,028
General Motors Acceptance Corp.
6.875%, 9/15/11(a) 3,570 3,612,851
General Motors Corp.
8.25%, 7/15/23(a) 4,155 3,864,150
8.375%, 7/15/33(a) 2,985 2,768,587
Goodyear Tire & Rubber Co.
8.625%, 12/01/11(a)(b) 445 472,813
9.00%, 7/01/15(a) 2,010 2,183,362
Keystone Automotive Operations, Inc.
9.75%, 11/01/13(a) 1,436 1,428,820
Lear Corp.
8.50%, 12/01/13(a) 370 361,675
8.75%, 12/01/16(a) 530 510,787
Tenneco, Inc.
8.625%, 11/15/14(a) 465 484,763
130 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
TRW Automotive, Inc.
9.375%, 2/15/13(a) $ 667 $ 716,191
11.00%, 2/15/13(a) 490 537,162
Visteon Corp.
7.00%, 3/10/14(a) 1,795 1,561,650
------------
28,159,366
Consumer Cyclical - Other-8.8%
Boyd Gaming Corp.
7.75%, 12/15/12(a) 737 759,110
Broder Brothers Co.
11.25%, 10/15/10(a) 642 650,025
Caesars Entertainment, Inc.
7.875%, 3/15/10(a) 1,570 1,656,350
Gaylord Entertainment Co.
8.00%, 11/15/13(a) 1,307 1,352,745
Greektown Holdings
10.75%, 12/01/13(a)(b) 550 588,500
Harrah's Operating Co., Inc.
5.625%, 6/01/15(a) 3,460 2,992,900
Host Hotels & Resorts LP
6.875%, 11/01/14(a) 385 391,738
Host Marriott LP
6.75%, 6/01/16(a) 2,935 2,949,675
K2, Inc.
7.375%, 7/01/14(a) 800 808,000
KB HOME
6.375%, 8/15/11(a) 600 602,290
7.75%, 2/01/10(a) 410 418,713
Levi Strauss & Co.
8.875%, 4/01/16(a) 742 799,505
10.11%, 4/01/12(a)(c) 173 176,676
Mandalay Resort Group
10.25%, 8/01/07(a) 915 931,013
MGM MIRAGE
6.625%, 7/15/15(a) 3,952 3,798,860
7.625%, 1/15/17(a) 905 916,313
8.375%, 2/01/11(a) 2,179 2,287,950
Mohegan Tribal Gaming Authority
7.125%, 8/15/14(a) 1,245 1,266,787
NCL Corp.
10.625%, 7/15/14(a) 957 973,747
Penn National Gaming, Inc.
6.875%, 12/01/11(a) 1,496 1,496,000
Riviera Holdings Corp.
11.00%, 6/15/10(a) 1,416 1,486,800
Six Flags, Inc.
9.625%, 6/01/14(a) 1,250 1,209,375
Station Casinos, Inc.
6.625%, 3/15/18(a) 395 357,969
Turning Stone Casino Resort Enterprise
9.125%, 12/15/10(a)(b) 1,097 1,127,167
ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO o 131
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Universal City Development Partners
11.75%, 4/01/10(a) $ 913 $ 970,063
Universal City Florida Holding Co.
8.375%, 5/01/10(a) 630 653,625
William Lyon Homes, Inc.
10.75%, 4/01/13(a) 1,107 1,104,232
Wynn Las Vegas LLC
6.625%, 12/01/14(a) 2,935 2,905,650
------------
35,631,778
Consumer Cyclical - Restaurants-0.3%
Domino's, Inc.
8.25%, 7/01/11(a) 869 911,146
Sbarro, Inc.
10.375%, 2/01/15(a)(b) 415 432,638
------------
1,343,784
Consumer Cyclical - Retailers-2.0%
AutoNation, Inc.
7.36%, 4/15/13(a)(c) 175 177,625
Bon-Ton Department Stores, Inc.
10.25%, 3/15/14(a) 1,130 1,197,800
Burlington Coat Factory Warehouse Corp.
11.125%, 4/15/14(a) 555 570,956
Couche-Tard
7.50%, 12/15/13(a) 1,006 1,031,150
GSC Holdings Corp
8.00%, 10/01/12(a) 2,070 2,199,375
Rite Aid Corp.
6.875%, 8/15/13(a) 1,100 987,250
9.25%, 6/01/13(a) 870 876,525
United Auto Group, Inc.
9.625%, 3/15/12(a) 1,097 1,149,799
------------
8,190,480
Consumer Non-Cyclical-7.9%
Aramark Corp.
8.50%, 2/01/15(a)(b) 2,265 2,352,769
Concentra Operating Corp.
9.125%, 6/01/12(a) 409 435,585
9.50%, 8/15/10(a) 553 584,797
Coventry Health Care, Inc.
5.875%, 1/15/12(a) 683 686,415
DaVita, Inc.
7.25%, 3/15/15(a) 1,219 1,231,190
Dean Foods Co.
7.00%, 6/01/16(a) 921 950,932
Del Monte Corp.
6.75%, 2/15/15(a) 395 389,075
Dole Food Co., Inc.
8.625%, 5/01/09(a) 420 421,050
8.875%, 3/15/11(a) 718 714,410
132 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Elan Finance Corp.
7.75%, 11/15/11(a) $ 2,825 $ 2,782,625
Hanger Orthopedic Group, Inc.
10.25%, 6/01/14(a) 670 716,900
HCA, Inc.
6.375%, 1/15/15(a) 2,008 1,731,900
6.50%, 2/15/16(a) 1,520 1,303,400
6.75%, 7/15/13(a) 1,650 1,513,875
9.625%, 11/15/16(a)(b)(d) 2,165 2,338,200
HEALTHSOUTH Corp.
10.75%, 6/15/16(a)(b) 1,010 1,128,675
Iasis Healthcare LLC
8.75%, 6/15/14(a) 1,174 1,218,025
Reynolds American, Inc.
7.25%, 6/01/12-6/01/13(a) 3,395 3,577,560
7.625%, 6/01/16(a) 1,800 1,955,020
Select Medical Corp.
7.625%, 2/01/15(a) 1,145 1,007,600
Stater Brothers Holdings
8.125%, 6/15/12(a) 594 606,622
Tenet Healthcare Corp.
7.375%, 2/01/13(a) 1,175 1,098,625
9.875%, 7/01/14(a) 700 712,250
Universal Hospital Services, Inc.
10.125%, 11/01/11(a) 744 790,500
Ventas Realty LP
6.75%, 4/01/17(a) 832 854,880
Visant Corp.
7.625%, 10/01/12(a) 883 905,075
------------
32,007,955
Energy-2.4%
Chesapeake Energy Corp.
6.625%, 1/15/16(a) 220 221,100
6.875%, 1/15/16(a) 270 273,375
7.50%, 9/15/13(a) 805 839,213
7.75%, 1/15/15(a) 1,895 1,975,537
Compagnie Generale de Geophysique-Veritas
7.50%, 5/15/15(a) 70 71,400
7.75%, 5/15/17(a) 195 201,825
Complete Production Services, Inc.
8.00%, 12/15/16(a)(b) 650 664,625
Grant Prideco, Inc.
6.125%, 8/15/15(a) 856 834,600
Hilcorp Energy
7.75%, 11/01/15(a)(b) 760 760,000
OPTI Canada, Inc.
8.25%, 12/15/14(a)(b) 313 322,390
PetroHawk Energy Corp.
9.125%, 7/15/13(a) 776 824,500
Pride International, Inc.
7.375%, 7/15/14(a) 634 649,850
ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO o 133
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Range Resources Corp.
7.50%, 5/15/16(a) $ 940 $ 965,850
Tesoro Corp.
6.25%, 11/01/12(a) 1,180 1,185,900
------------
9,790,165
Other Industrial-1.2%
AMSTED Industries, Inc.
10.25%, 10/15/11(a)(b) 910 974,838
Central European Distribution Corp.
8.00%, 7/25/12(a) 216 311,427
FastenTech, Inc.
11.50%, 5/01/11(a) 560 595,000
Mueller Group, Inc.
10.00%, 5/01/12(a) 556 601,870
RBS Global & Rexnord Corp.
9.50%, 8/01/14(a)(b) 1,045 1,099,862
11.75%, 8/01/16(a)(b) 475 515,375
Sensus Metering Systems, Inc.
8.625%, 12/15/13(a) 655 661,550
------------
4,759,922
Services-1.3%
Avis Budget Car Rental
7.75%, 5/15/16(a)(b) 1,410 1,431,150
Horizon Lines LLC
9.00%, 11/01/12(a) 434 454,615
Service Corp. International
6.50%, 3/15/08(a) 1,029 1,034,145
6.75%, 4/01/16(a) 1,000 997,500
7.70%, 4/15/09(a) 980 1,016,750
West Corp.
9.50%, 10/15/14(a)(b) 350 368,375
------------
5,302,535
Technology-5.0%
Amkor Technology, Inc.
9.25%, 6/01/16(a) 2,055 2,096,100
Avago Technologies Finance
10.125%, 12/01/13(a) 755 807,850
Computer Associates, Inc.
4.75%, 12/01/09(a)(b) 965 946,874
Flextronics International, Ltd.
6.50%, 5/15/13(a) 1,418 1,403,820
Freescale Semiconductor, Inc.
9.125%, 12/15/14(a)(b)(d) 2,780 2,818,225
10.125%, 12/15/16(a)(b) 660 675,675
Iron Mountain, Inc.
6.625%, 1/01/16(a) 1,360 1,305,600
Nortel Networks Corp.
6.875%, 9/01/23(a) 1,266 1,171,050
Nortel Networks, Ltd.
10.125%, 7/15/13(a)(b) 1,025 1,127,500
134 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
NXP BV
8.11%, 10/15/13(a)(b)(c) $ 750 $ 766,875
9.50%, 10/15/15(a)(b) 445 459,463
Seagate Technology HDD Holdings
6.375%, 10/01/11(a) 2,143 2,153,715
6.80%, 10/01/16(a) 953 960,147
SERENA Software, Inc.
10.375%, 3/15/16(a) 875 947,188
SunGard Data Systems, Inc.
9.125%, 8/15/13(a) 2,472 2,638,860
------------
20,278,942
Transportation - Airlines-0.9%
AMR Corp.
9.00%, 8/01/12(a) 1,675 1,771,313
Continental Airlines, Inc.
8.75%, 12/01/11(a) 1,330 1,336,650
7.875%, 7/02/18(a) 611 635,314
------------
3,743,277
Transportation - Services-0.5%
Hertz Corp.
10.50%, 1/01/16(a) 925 1,054,500
8.875%, 1/01/14(a) 795 856,612
------------
1,911,112
------------
285,517,543
Non Corporates-4.9%
Derivative-4.9%
Racers SER
Series 06-6-T
5.30%, 5/01/07(a)(b)(c) 18,550 19,671,904
Utilities-10.0%
Electric-7.0%
AES Corp.
7.75%, 3/01/14(a) 2,430 2,545,425
8.75%, 5/15/13(a)(b) 225 240,188
9.00%, 5/15/15(a)(b) 1,080 1,156,950
Allegheny Energy Supply Co. LLC
7.80%, 3/15/11(a) 1,070 1,139,550
8.25%, 4/15/12(a)(b) 1,830 2,003,850
Aquila, Inc.
14.875%, 7/01/12(a) 1,096 1,430,280
CMS Energy Corp.
8.50%, 4/15/11(a) 835 905,975
Dynegy Holdings, Inc.
8.375%, 5/01/16(a) 2,230 2,386,100
Dynegy-Roseton Danskammer
7.67%, 11/08/16(a) 1,222 1,295,320
7.27%, 11/08/10(a) 385 392,700
ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO o 135
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Edison Mission Energy
7.50%, 6/15/13(a) $ 1,860 $1,943,700
7.75%, 6/15/16(a) 695 736,700
NRG Energy, Inc.
7.25%, 2/01/14(a) 420 428,400
7.375%, 2/01/16-1/15/17(a) 3,110 3,168,600
Reliant Energy, Inc.
6.75%, 12/15/14(a) 898 931,675
9.50%, 7/15/13(a) 1,226 1,328,677
Sierra Pacific Power Co.
6.00%, 5/15/16(a) 440 450,819
Sierra Pacific Resources
8.625%, 3/15/14(a) 960 1,039,621
TECO Energy, Inc.
7.00%, 5/01/12(a) 1,222 1,283,100
TXU Corp.
4.80%, 11/15/09(a) 125 122,674
5.55%, 11/15/14(a) 2,104 1,924,384
6.50%, 11/15/24(a) 1,856 1,682,080
------------
28,536,768
Natural Gas-3.0%
El Paso Corp.
7.375%, 12/15/12(a) 1,245 1,325,925
El Paso Production Holding Co.
7.75%, 6/01/13(a) 1,575 1,645,875
Northwest Pipeline Corp.
8.125%, 3/01/10(a) 974 1,010,525
Regency Energy Partners LP
8.375%, 12/15/13(a)(b) 1,675 1,712,688
Southern Natural Gas Co.
8.875%, 3/15/10(a) 967 1,009,915
The Williams Cos., Inc.
7.875%, 9/01/21(a) 2,214 2,424,330
7.625%, 7/15/19(a) 2,649 2,874,165
------------
12,003,423
------------
40,540,191
Total Corporates - Non-Investment Grade
(cost $362,291,625) 370,404,861
CORPORATES-INVESTMENT GRADE-4.4%
Financial Institutions-0.3%
Insurance-0.3%
Liberty Mutual Group
5.75%, 3/15/14(a)(b) 950 955,404
136 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Industrial-4.1%
Basic Industry-1.5%
International Steel Group, Inc.
6.50%, 4/15/14(a) $ 2,766 $2,869,725
Ispat Inland ULC
9.75%, 4/01/14(a) 1,360 1,530,536
Tennessee Gas Pipeline Co.
7.00%, 10/15/28(a) 1,315 1,439,043
------------
5,839,304
Communications - Media-0.5%
Rogers Cable, Inc.
6.75%, 3/15/15(a) 1,847 1,934,733
Communications - Telecommunications-1.6%
Mobifon Holdings BV
12.50%, 7/31/10(a) 2,559 2,786,111
Rogers Wireless Communications, Inc.
7.25%, 12/15/12(a) 1,346 1,445,268
7.50%, 3/15/15(a) 2,175 2,387,062
------------
6,618,441
Consumer Cyclical - Other-0.2%
D.R. Horton, Inc.
4.875%, 1/15/10(a) 250 246,469
Starwood Hotels & Resorts Worldwide, Inc.
7.875%, 5/01/12(a) 539 581,355
------------
827,824
Energy-0.2%
Kerr-Mcgee Corp.
6.875%, 9/15/11(a) 894 949,636
Technology-0.1%
Xerox Corp.
6.40%, 3/15/16(a) 535 554,753
------------
16,724,691
Total Corporates - Investment Grade
(cost $17,498,176) 17,680,095
EMERGING MARKETS - NON-INVESTMENT GRADE-0.8%
Industrial-0.8%
Communications - Telecommunication-0.4%
Kyivstar
10.375%, 8/17/09(a)(b) 1,467 1,586,194
Consumer Cyclical - Other-0.2%
Royal Caribbean Cruises, Ltd.
8.75%, 2/02/11(a) 846 930,756
ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO o 137
Shares or
Principal
Amount
(000) U.S. $ Value
- -------------------------------------------------------------------------------
Consumer Non-Cyclical-0.2%
Foodcorp, Ltd.
8.875%, 6/15/12(a) EUR 628 $ 889,238
Total Emerging Markets - Non-Investment Grade
(cost $3,307,643) 3,406,188
PREFERRED STOCK-0.2%
Financial Institutions-0.2%
Real Estate Investment Trust-0.2%
Sovereign REIT 12.00%(a)(b)
(cost $904,800) $ 624 965,250
COMMON STOCKS-0.0%
Phase Metrics(a)(g)-%
(cost $904) 90,400 904
SHORT-TERM INVESTMENT-1.8%
INVESTMENT COMPANIES-1.8%
AllianceBernstein Fixed Income Shares, Inc.-
Government STIF Portfolio(h) 7,316,585 7,316,585
Total Investments-98.6%
(cost $391,319,733) 399,773,883
Other assets less liabilities-1.4% 5,625,493
------------
Net Assets-100% $405,399,376
(a) Positions, or portion thereof, with an aggregate market value of
$391,688,830 have been segregated to collateralize open forward currency
exchange contracts.
(b) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. These securities are considered liquid and may be resold in
transactions exempt from registration, normally to qualified institutional
buyers. At February 28, 2007, the aggregate market value of these securities
amounted to $105,816,678 or 26.1% of net assets.
(c) Variable rate coupon, rate shown as of February 28, 2007.
(d) Pay-In-Kind Payments (PIK).
(e) Indicates a security that has a zero coupon that remains in effect until a
predetermined date at which time the stated coupon rate becomes effective until
final maturity.
(f) Security is in default and is non-income producing.
(g) Non-income producing security.
(h) Investment in affiliated money market mutual fund.
See notes to financial statements.
138 o ALLIANCEBERNSTEIN HIGH-YIELD PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
February 28, 2007 (unaudited)
U.S. Global
U.S. Large Cap Real Estate
Value Growth Investment
-------------- -------------- -------------
Assets
Investments in securities,
at value
Unaffiliated issuers (cost
$1,836,743,018,
$1,980,157,333 and
$772,699,097,
respectively) $2,130,968,485 $2,179,384,562 $1,043,085,796
Affiliated issuers (cost
$96,946,304,
$48,020,987
and $14,659,820,
respectively) 96,946,304 48,020,987 14,659,820
Foreign cash, at value
(cost $0, $0, and
$6,809,321,respectively) -0- -0- 6,840,513
Dividends and interest
receivable 5,802,048 1,735,384 1,478,699
Receivable for investment
securities sold -0- 34,150,224 5,801,895
Receivable for shares of
beneficial interest sold 897,221 1,767,656 2,194,144
Total assets $2,234,614,058 $2,265,058,813 $1,074,060,867
Liabilities
Payable for shares of
beneficial interest
redeemed 323,827 -0- -0-
Audit fee payable 25,370 19,962 42,079
Insurance fee payable 25,500 7,924 4,754
Payable for investment
securities purchased -0- 68,679,339 3,934,391
Accrued expenses 49,542 61,983 28,041
Total liabilities 424,239 68,769,208 4,009,265
Net Assets $2,234,189,819 $2,196,289,605 $1,070,051,602
Composition of Net Assets
Paid-in capital $1,903,418,446 $2,019,486,550 $ 760,711,522
Undistributed/(distributions
in excess of) net
investment income 11,250,255 7,854,429 (19,559,337)
Accumulated net realized
gain (loss) on investment
and foreign currency
transactions 25,295,651 (30,278,603) 58,471,444
Net unrealized appreciation
of investments and foreign
currency denominated
assets and liabilities 294,225,467 199,227,229 270,427,973
Net Assets $2,234,189,819 $2,196,289,605 $1,070,051,602
Shares of beneficial interest
outstsanding--unlimited
shares authorized,
without par value 183,444,343 189,320,208 71,126,909
Net Asset Value $ 12.18 $ 11.60 $ 15.04
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 139
International International Small-Mid Cap
Value Growth Value
-------------- -------------- -------------
Assets
Investments in securities,
at value
Unaffiliated issuers (cost
$897,508,577,
$925,637,569 and
$471,427,125,
respectively) $1,171,177,755 $1,074,265,983 $533,088,657
Affiliated issuers (cost
$13,929,321,
$16,291,666
and $35,828,662,
respectively) 13,929,321 16,291,666 35,828,662
Foreign cash, at value (cost
$11,418,536, $11,718,198,
and $0, respectively)(a) 11,570,090 11,736,225 -0-
Receivable for shares of
beneficial interest sold 2,512,197 2,449,929 52,763
Dividends and interest
receivable 2,440,572 591,051 698,487
Receivable for investment
securities sold 499,819 -0- 697,567
Total assets $1,202,129,754 $1,105,334,854 $570,366,136
Liabilities
Payable for investment
securities purchased 969,079 250,786 4,747,107
Payable for variation margin
on futures contracts 261,237 -0- -0-
Custody fee payable 38,077 21,888 9,853
Audit fee payable 32,193 28,618 25,373
Accrued expenses 38,972 69,913 21,552
Total liabilities 1,339,558 371,205 4,803,885
Net Assets $1,200,790,196 $1,104,963,649 $565,562,251
Composition of Net Assets
Paid-in capital $ 920,847,956 $ 922,086,480 $489,058,839
Undistributed/(distributions
in excess of) net
investment income (10,336,710) (408,024) 1,450,854
Accumulated net realized
gain on investment and
foreign currency
transactions 16,668,319 34,677,899 13,391,026
Net unrealized appreciation
of investments and foreign
currency denominated
assets and liabilities 273,610,631 148,607,294 61,661,532
Net Assets $1,200,790,196 $1,104,963,649 $565,562,251
Shares of beneficial interest
outstsanding--unlimited
shares authorized, without
par value 84,374,878 83,908,300 45,356,948
Net Asset Value $ 14.23 $ 13.17 $ 12.47
(a) An amount equivalent to U.S. $1,175,532 has been segregated as collateral
for the financial futures contracts outstanding at February 28, 2007 for the
International Value Portfolio.
See notes to financial statements.
140 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Small-Mid Global
Cap Global Research
Growth Value Growth
-------------- -------------- -------------
Assets
Investments in securities,
at value
Unaffiliated issuers (cost
$477,589,345, $5,752,105
and $5,883,419,
respectively) $549,519,475 $6,475,755 $6,504,269
Affiliated issuers (cost
$6,699,035, $115,049 and
$34,821, respectively) 6,699,035 115,049 34,821
Foreign cash, at value (cost
$0, $42,782 and $48,913,
respectively)(a) -0- 43,511 49,466
Receivable for investment
securities sold 3,186,961 -0- 87,601
Receivable for shares of
beneficial interest sold 270,429 -0- -0-
Dividends and interest
receivable 69,768 12,091 5,579
Receivable due from
Adviser -0- 74,398 93,887
Deferred offering cost -0- 3,876 3,876
Total assets $559,745,668 $6,724,680 $6,779,499
Liabilities
Payable for investment
securities purchased 6,968,203 -0- 64,551
Audit fee payable 26,688 29,891 24,396
Legal fee payable 5,196 16,095 7,017
Unrealized depreciation of
forward currency
exchange contracts -0- 1,984 -0-
Payable for variation margin
on futures contracts -0- 926 -0-
Accrued expenses 20,832 2,463 5,753
Total liabilities 7,020,919 51,359 101,717
Net Assets $552,724,749 $6,673,321 $6,677,782
Composition of Net Assets
Paid-in capital $471,750,633 $5,903,188 $6,136,307
Undistributed net
investment income 756,978 12,181 5,994
Accumulated net realized
gain (loss) on investment
and foreign currency
transactions 8,287,008 36,468 (86,223)
Net unrealized appreciation
of investments and foreign
currency denominated
assets and liabilities 71,930,130 721,484 621,704
Net Assets $552,724,749 $6,673,321 $6,677,782
Shares of beneficial interest
outstsanding--unlimited
shares authorized,
without par value 41,797,581 591,080 613,228
Net Asset Value $ 13.22 $ 11.29 $ 10.89
(a) An amount equivalent to U.S. $4,169 has been segregated as collateral for
the financial futures contracts outstanding at February 28, 2007 for the Global
Value Portfolio.
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 141
Short Intermediate Inflation
Duration Duration Protected
Bond Bond Securities
-------------- -------------- -------------
Assets
Investments in securities,
at value
Unaffiliated issuers (cost
$1,080,104,101,
$1,292,434,613 and
$540,458,135,
respectively) $1,083,413,923 $1,299,199,380 $538,564,512
Affiliated issuers (cost
$135,323,301,
$177,278,382 and
$2,681,145,
respectively) 135,323,301 177,278,382 2,681,145
Cash 113,901 93,780 -0-
Foreign cash, at value (cost
$0, $2,064,377, and
$80,447, respectively)(a) -0- 2,093,672 79,682
Dividends and interest
receivable 6,548,616 9,423,357 1,762,977
Receivable for investment
securities sold -0- 6,119,325 -0-
Unrealized appreciation of
forward currency
exchange contracts -0- 734,746 -0-
Unrealized appreciation of
swap contracts -0- 167,436 -0-
Total assets $1,225,399,741 $1,495,110,078 $543,088,316
Liabilities
Payable for investment
securities purchased 91,118,561 152,360,459 -0-
Payable for shares of beneficial
interest redeemed 166,502 -0- 2,027
Unrealized depreciation of
swap contracts 104,007 171,805 -0-
Payable for variation margin
on futures contracts 129,750 181,252 6,595
Audit fee payable 29,247 29,537 33,876
Unrealized depreciation of
forward currency
exchange contracts -0- 2,750,599 190,693
Accrued expenses 53,847 42,566 17,833
Total liabilities 91,601,914 155,536,218 251,024
Net Assets $1,133,797,827 $1,339,573,860 $542,837,292
Composition of Net Assets
Paid-in capital $1,134,829,398 $1,338,449,147 $549,004,459
Undistributed/(distributions
in excess of) net
investment income 3,248,128 1,298,165 (2,765,130)
Accumulated net realized loss
on investment and foreign
currency transactions (7,970,610) (5,695,247) (1,264,412)
Net unrealized appreciation/
(depreciation) of investments
and foreign currency
denominated assets
and liabilities 3,690,911 5,521,795 (2,137,625)
Net Assets $1,133,797,827 $1,339,573,860 $542,837,292
Shares of beneficial interest
outstsanding--unlimited
shares authorized,
without par value 113,679,129 134,290,680 56,009,546
Net Asset Value $ 9.97 $ 9.98 $ 9.69
(a) An amount equivalent to U.S. $79,682 has been segregated as collateral for
the financial futures contracts outstanding at February 28, 2007 for the
Inflation Protected Securities Portfolio.
See notes to financial statements.
142 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
High
Yield
-------------
Assets
Investments in securities, at value
Unaffiliated issuers (cost $384,003,148) $ 392,457,298
Affiliated issuers (cost $7,316,585) 7,316,585
Foreign cash, at value (cost $68,119) 68,243
Dividends and interest receivable 7,748,928
Receivable for shares of beneficial
interest sold 94,404
Total assets $ 407,685,458
Liabilities
Payable for investment securities
purchased 2,198,467
Unrealized depreciation of forward
currency exchange contracts 8,231
Accrued expenses 79,384
Total liabilities 2,286,082
Net Assets $ 405,399,376
Composition of Net Assets
Paid-in capital $ 399,199,889
Undistributed net investment income 1,632,490
Accumulated net realized loss on investment
and foreign currency transactions (3,879,431)
Net unrealized appreciation of investments
and foreign currency denominated assets
and liabilities 8,446,428
Net Assets $ 405,399,376
Shares of beneficial interest outstsanding--
unlimited shares authorized, without par value 38,945,584
Net Asset Value $ 10.41
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 143
STATEMENT OF OPERATIONS
Six Months Ended February 28, 2007 (unaudited)
U.S. Global
U.S. Large Cap Real Estate
Value Growth Investment
-------------- -------------- -------------
Investment Income
Dividends (net of foreign
taxes withheld of $58,774,
$12,184 and $955,041,
respectively) $ 25,324,844 $ 7,497,078 $ 13,309,865
Interest
Unaffiliated issuers 762,663 461,789 302,572
Affiliated issuers 663,881 224,729 180,953
Total income 26,751,388 8,183,596 13,793,390
Expenses
Custodian 143,078 149,208 191,106
Audit 20,996 19,962 31,117
Legal 14,118 12,324 13,364
Registration fees 8,064 6,946 3,173
Printing 6,294 8,919 4,297
Trustees' fees 1,108 1,296 1,379
Miscellaneous 14,861 10,778 3,224
Total expenses 208,519 209,433 247,660
Net investment income 26,542,869 7,974,163 13,545,730
Realized and Unrealized
Gain (Loss) on Investment
and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions 31,051,369 (23,022,058) 66,368,252
Foreign currency
transactions -0- -0- 85,554
Net change in unrealized
appreciation/depreciation of:
Investments 124,265,220 130,874,655 123,977,892
Foreign currency
denominated assets
and liabilities -0- -0- (90,823)
Net gain on investment and
foreign currency
transactions 155,316,589 107,852,597 190,340,875
Net Increase in Net Assets
from Operations $181,859,458 $115,826,760 $203,886,605
See notes to financial statements.
144 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Small-Mid
International International Cap
Value Growth Value
-------------- -------------- -------------
Investment Income
Dividends (net of foreign
taxes withheld of
$623,909, $256,933,
and $0, respectively) $ 5,859,264 $ 3,405,800 $ 5,598,595
Interest
Unaffiliated issuers 606,597 415,759 375,061
Affiliated issuers 59,640 160,716 340,469
Total income 6,525,501 3,982,275 6,314,125
Expenses
Custodian 339,251 268,286 65,918
Audit 24,627 24,302 20,996
Legal 11,706 12,829 12,784
Printing 3,560 3,818 2,312
Registration fees 2,650 3,813 4,480
Trustees' fees 1,020 1,296 1,108
Miscellaneous 14,332 11,571 6,015
Total expenses 397,146 325,915 113,613
Net investment income 6,128,355 3,656,360 6,200,512
Realized and Unrealized
Gain (Loss) on Investment
and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions 41,373,691 39,905,750 17,934,007
Futures contracts 1,241,850 -0- -0-
Foreign currency
transactions (712,447) 326,910 -0-
Net change in unrealized
appreciation/depreciation of:
Investments 92,762,026 49,074,065(a) 45,134,684
Futures contracts (1,048,370) -0- -0-
Foreign currency
denominated assets
and liabilities 78,052 (58,972) -0-
Net gain on investment and
foreign currency
transactions 133,694,802 89,247,753 63,068,691
Net Increase in Net Assets
from Operations $139,823,157 $92,904,113 $69,269,203
(a) Net of foreign accrued capital gains taxes of $43,914.
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 145
Small-Mid Global
Cap Global Research
Growth Value Growth
-------------- -------------- -------------
Investment Income
Dividends (net of foreign taxes
withheld of $0, $1,692, and
$568, respectively) $ 633,669 $ 50,131 $ 31,699
Interest
Unaffiliated issuers 223,561 990 1,285
Affiliated issuers 72,678 818 371
Total income 929,908 51,939 33,355
Expenses
Custodian 75,546 24,120 54,549
Audit 19,604 20,696 17,524
Legal 14,241 17,965 10,168
Registration fees 3,816 486 641
Printing 1,820 2,712 2,755
Trustees' fees 984 1,410 1,934
Amortization of offering
expenses -0- 7,602 7,602
Miscellaneous 6,587 4,228 3,502
Total expenses 122,598 79,219 98,675
Less: expenses waived and
reimbursed by the
Adviser (see Note B) -0- (74,398) (93,887)
Net expenses 122,598 4,821 4,788
Net investment income 807,310 47,118 28,567
Realized and Unrealized
Gain (Loss) on Investment
and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions 9,791,896 68,363 (4,360)
Futures contracts -0- 1,809 -0-
Foreign currency
transactions -0- (2,654) 2,584
Net change in unrealized
appreciation/depreciation of:
Investments 51,957,102 598,418 562,527
Futures contracts -0- (912) -0-
Foreign currency
denominated assets
and liabilities -0- (22) 844
Net gain on investment and
foreign currency
transactions 61,748,998 665,002 561,595
Net Increase in Net Assets
from Operations $62,556,308 $712,120 $590,162
See notes to financial statements.
146 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Short Intermediate Inflation
Duration Duration Protected
Bond Bond Securities
-------------- -------------- -------------
Investment Income
Interest
Unaffiliated issuers $24,978,854 $28,554,417 $ 2,087,488
Affiliated issuers 1,304,650 1,135,189 140,617
Total income 26,283,504 29,689,606 2,228,105
Expenses
Custodian 98,003 175,943 62,819
Audit 21,966 22,915 18,157
Legal 12,852 13,284 13,114
Registration fees 6,835 6,529 3,559
Printing 3,528 3,339 2,484
Trustees' fees 3,054 1,184 931
Miscellaneous 2,041 2,025 1,320
Total expenses 148,279 225,219 102,384
Net investment income 26,135,225 29,464,387 2,125,721
Realized and Unrealized
Gain (Loss) on Investment
and Foreign Currency
Transactions
Net realized gain (loss) on:
Investment transactions (176,792) 2,584,698 (453,141)
Futures contracts (522,252) (308,043) (33,624)
Swap contracts (90,853) (138,577) -0-
Foreign currency
transactions -0- 6,540,203 479,889
Net change in unrealized
appreciation/depreciation of:
Investments 4,042,405 7,238,122 5,634,011
Futures contracts 485,096 485,923 (55,596)
Swap contracts 127,626 135,030 -0-
Foreign currency
denominated assets
and liabilities -0- (3,336,829) (195,593)
Net gain on investment and
foreign currency
transactions 3,865,230 13,200,527 5,375,946
Net Increase in Net Assets
from Operations $30,000,455 $42,664,914 $ 7,501,667
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 147
High
Yield
-----------
Investment Income
Interest (net of foreign tax withheld
of $7,412)
Unaffiliated issuers $13,709,791
Affiliated issuers 199,261
Total income 13,909,052
Expenses
Custodian 73,677
Legal 26,664
Audit 23,466
Printing 2,210
Registration fees 1,526
Trustees' fees 1,098
Miscellaneous 1,368
Total expenses 130,009
Net investment income 13,779,043
Realized and Unrealized Gain (Loss)
on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions 628,110
Foreign currency transactions (22,185)
Net change in unrealized
appreciation/depreciation of:
Investments 13,066,052
Foreign currency denominated assets
and liabilities (8,465)
Net gain on investment and foreign
currency transactions 13,663,512
Net Increase in Net Assets from Operations $27,442,555
See notes to financial statements.
148 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
STATEMENT OF CHANGES IN NET ASSETS
U.S. Value
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase in Net Assets
from Operations
Net investment income $ 26,542,869 $ 39,028,630
Net realized gain on investment
transactions 31,051,369 27,729,097
Net change in unrealized
appreciation/depreciation of
investments 124,265,220 136,297,454
Net increase in net assets from
operations 181,859,458 203,055,181
Dividends and Distributions to
Shareholders from
Net investment income (25,097,678) (30,618,769)
Net realized gain on investment
transactions (32,933,429) (10,482,466)
Transactions in Shares of
Beneficial Interest
Net increase 288,329,315 305,045,771
Total increase 412,157,666 466,999,717
Net Assets
Beginning of period 1,822,032,153 1,355,032,436
End of period (including undistributed
net investment income of $11,250,255
and $9,805,064, respectively) $2,234,189,819 $1,822,032,153
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS O 149
U.S. Large Cap Growth
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 7,974,163 $ 10,018,814
Net realized gain (loss) on investment
transactions (23,022,058) 31,270,784
Net change in unrealized
appreciation/depreciation of
investments 130,874,655 4,103,690
Net increase in net assets from
operations 115,826,760 45,393,288
Dividends and Distributions to
Shareholders from
Net investment income (2,750,043) (7,679,888)
Net realized gain on investment
transactions (34,002,042) (3,502,203)
Transactions in Shares of
Beneficial Interest
Net increase 341,740,716 344,225,982
Total increase 420,815,391 378,437,179
Net Assets
Beginning of period 1,775,474,214 1,397,037,035
End of period (including
undistributed net investment
income of $7,854,429 and
$2,630,309, respectively) $2,196,289,605 $ 1,775,474,214
See notes to financial statements.
150 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Global Real Estate Investment
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase in Net Assets
from Operations
Net investment income $ 13,545,730 $ 17,755,587
Net realized gain on
investment and foreign currency
transactions 66,453,806 36,724,038
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 123,887,069 114,752,204
Net increase in net assets from
operations 203,886,605 169,231,829
Dividends and Distributions to
Shareholders from
Net investment income (37,759,595) (20,781,965)
Net realized gain on investment
transactions (34,464,347) (3,380,337)
Transactions in Shares of
Beneficial Interest
Net increase 105,693,877 178,888,801
Total increase 237,356,540 323,958,328
Net Assets
Beginning of period 832,695,062 508,736,734
End of period (including
undistributed/(distributions in
excess of) net investment
income of ($19,559,337)
and $4,654,528, respectively) $1,070,051,602 $832,695,062
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 151
International Value
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase in Net Assets
from Operations
Net investment income $ 6,128,355 $ 27,376,840
Net realized gain on investment and
foreign currency transactions 41,903,094 67,248,427
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 91,791,708 150,720,148
Net increase in net assets from
operations 139,823,157 245,345,415
Dividends and Distributions to
Shareholders from
Net investment income (24,522,973) (18,561,114)
Net realized gain on investment
transactions (83,298,657) (14,414,819)
Transactions in Shares of
Beneficial Interest
Net increase (decrease) 171,417,825 (3,430,781)
Total increase 203,419,352 208,938,701
Net Assets
Beginning of period 997,370,844 788,432,143
End of period (including
undistributed/(distributions
in excess of) net investment
income of ($10,336,710) and
$8,057,908, respectively) $1,200,790,196 $997,370,844
See notes to financial statements.
152 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
International Growth
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase in Net Assets
from Operations
Net investment income $ 3,656,360 $ 14,276,866
Net realized gain on investment and
foreign currency transactions 40,232,660 32,266,504
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 49,015,093 83,336,829
Net increase in net assets from
operations 92,904,113 129,880,199
Dividends and Distributions to
Shareholders from
Net investment income (5,205,071) (12,483,325)
Net realized gain on investment
transactions (37,513,182) (1,113,519)
Transactions in Shares of
Beneficial Interest
Net increase 168,346,861 252,553,734
Total increase 218,532,721 368,837,089
Net Assets
Beginning of period 886,430,928 517,593,839
End of period (including
undistributed/(distributions
in excess of) net investment
income of ($408,024) and
$1,140,687, respectively) $1,104,963,649 $886,430,928
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 153
Small-Mid Cap Value
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 6,200,512 $ 5,560,347
Net realized gain (loss) on
investment transactions 17,934,007 (192,105)
Net change in unrealized
appreciation/depreciation
of investments 45,134,684 13,771,391
Net increase in net assets from
operations 69,269,203 19,139,633
Dividends and Distributions to
Shareholders from
Net investment income (6,100,057) (4,362,192)
Net realized gain on investment
transactions (4,218,310) -0-
Transactions in Shares of
Beneficial Interest
Net increase 62,361,396 109,434,404
Total increase 121,312,232 124,211,845
Net Assets
Beginning of period 444,250,019 320,038,174
End of period (including
undistributed net investment
income of $1,450,854 and
$1,350,399, respectively) $565,562,251 $444,250,019
See notes to financial statements.
154 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Small-Mid Cap Growth
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase in Net Assets
from Operations
Net investment income $ 807,310 $ 1,213,387
Net realized gain on investment
transactions 9,791,896 8,118,793
Net change in unrealized
appreciation/depreciation of
investments 51,957,102 12,350,127
Net increase in net assets from
operations 62,556,308 21,682,307
Dividends and Distributions to
Shareholders from
Net investment income (369,313) (917,579)
Net realized gain on investment
transactions (8,679,868) -0-
Transactions in Shares of
Beneficial Interest
Net increase 69,786,205 121,130,335
Total increase 123,293,332 141,895,063
Net Assets
Beginning of period 429,431,417 287,536,354
End of period (including
undistributed net investment
income of $756,979 and
$318,981, respectively) $552,724,749 $429,431,417
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 155
Global Value
---------------------------------
Six Months
Ended
February, 28, June 1, 2006(a)
2007 to August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 47,118 $ 43,154
Net realized gain (loss) on
investment and foreign
currency transactions 67,518 (22,217)
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 597,484 124,000
Net increase in net assets from
operations 712,120 144,937
Dividends and Distributions to
Shareholders from
Net investment income (75,625) -0-
Net realized gain on investment
transactions (11,299) -0-
Transactions in Shares of
Beneficial Interest
Net increase (decrease) (56,266) 5,959,454
Total increase 568,930 6,104,391
Net Assets
Beginning of period 6,104,391 -0-
End of period (including
undistributed net investment
income of $12,181 and $40,688,
respectively) $6,673,321 $6,104,391
(a) Commencement of operations.
See notes to financial statements.
156 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Global Research Growth
---------------------------------
Six Months
Ended
February, 28, June 1, 2006(a)
2007 to August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 28,567 $ 20,136
Net realized loss on investment and
foreign currency transactions (1,776) (83,958)
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 563,371 58,333
Net increase (decrease) in net
assets from operations 590,162 (5,489)
Dividends to Shareholders from
Net investment income (43,198) -0-
Transactions in Shares of
Beneficial Interest
Net increase 86,784 6,049,523
Total increase 633,748 6,044,034
Net Assets
Beginning of period 6,044,034 -0-
End of period (including
undistributed net investment
income of $5,994 and
$20,625, respectively) $6,677,782 $6,044,034
(a) Commencement of operations.
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 157
Short Duration Bond
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 26,135,225 $ 39,272,996
Net realized loss on investment
and foreign currency transactions (789,897) (6,881,225)
Net change in unrealized
appreciation/depreciation of
investments 4,655,127 (2,626,881)
Net increase in net assets from
operations 30,000,455 29,764,890
Dividends to Shareholders from
Net investment income (24,891,009) (37,754,560)
Transactions in Shares of
Beneficial Interest
Net increase 168,577,126 315,596,365
Total increase 173,686,572 307,606,695
Net Assets
Beginning of period 960,111,255 652,504,560
End of period (including
undistributed net investment
income of $3,248,128 and
$2,003,912, respectively) $1,133,797,827 $960,111,255
See notes to financial statements.
158 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Intermediate Duration Bond
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $29,464,387 $44,975,526
Net realized gain (loss) on
investment and foreign currency
transactions 8,678,281 (14,327,774)
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 4,522,246 (7,380,842)
Net increase in net assets from
operations 42,664,914 23,266,910
Dividends to Shareholders from
Net investment income (27,736,256) (43,355,404)
Transactions in Shares of
Beneficial Interest
Net increase 248,364,321 289,304,021
Total increase 263,292,979 269,215,527
Net Assets
Beginning of period 1,076,280,881 807,065,354
End of period (including
undistributed net investment
income of $1,298,165
and $429,966, respectively) $1,339,573,860 $1,076,280,881
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 159
Inflation Protected Securities
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 2,125,721 $ 21,872,322
Net realized loss on investment and
foreign currency transactions (6,876) (1,035,823)
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 5,382,822 (11,123,530)
Net increase in net assets from
operations 7,501,667 9,712,969
Dividends and Distributions to
Shareholders from
Net investment income (17,135,755) (9,736,870)
Net realized gain on investment
transactions -0- (169,881)
Transactions in Shares of
Beneficial Interest
Net increase 105,261,582 184,275,743
Total increase 95,627,494 184,081,961
Net Assets
Beginning of period 447,209,798 263,127,837
End of period (including
undistributed/(distributions in
excess of) net investment income
of ($2,765,130) and $12,244,904,
respectively) $542,837,292 $447,209,798
See notes to financial statements.
160 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
High Yield
---------------------------------
Six Months
Ended
February, 28, Year Ended
2007 August 31,
(unaudited) 2006
-------------- ---------------
Increase (Decrease) in Net Assets
from Operations
Net investment income $ 13,779,043 $ 21,674,398
Net realized gain (loss) on
investment and foreign currency
transactions 605,925 (4,355,846)
Net change in unrealized
appreciation/depreciation of
investments and foreign currency
denominated assets and liabilities 13,057,587 (4,993,749)
Net increase in net assets from
operations 27,442,555 12,324,803
Dividends and Distributions to
Shareholders from
Net investment income (12,524,075) (21,536,727)
Net realized gain on investment
transactions -0- (240,883)
Transactions in Shares of
Beneficial Interest
Net increase 64,549,607 77,147,953
Total increase 79,468,087 67,695,146
Net Assets
Beginning of period 325,931,289 258,236,143
End of period (including
undistributed net
investment income of $1,632,490
and $377,522, respectively) $405,399,376 $325,931,289
See notes to financial statements.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 161
NOTES TO FINANCIAL STATEMENTS
February 28, 2007 (unaudited)
NOTE A
Significant Accounting Policies
The AllianceBernstein Pooling Portfolios (the "Trust") was organized as a
Massachusetts business trust on November 11, 2004 and is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The Trust is currently comprised of thirteen separate series:
AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth
Portfolio, AllianceBernstein Global Real Estate Investment Portfolio,
AllianceBernstein International Value Portfolio, AllianceBernstein
International Growth Portfolio, AllianceBernstein Small-Mid Cap Value
Portfolio, AllianceBernstein Small-Mid Cap Growth Portfolio, AllianceBernstein
Global Value Portfolio, AllianceBernstein Global Research Portfolio,
AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein Intermediate
Duration Bond Portfolio, AllianceBernstein Inflation Protected Securities
Portfolio and AllianceBernstein High-Yield Portfolio (collectively, the
"Portfolios"). The AllianceBernstein Global Value Portfolio and
AllianceBernstein Global Research Growth Portfolio commenced operations on June
1, 2006. Each series is considered to be a separate entity for financial
reporting and tax purposes. Shares of the Portfolios are offered exclusively to
mutual funds advised by and certain other institutional clients of
AllianceBernstein L.P. (the "Adviser"). A Portfolio's shares may be purchased
at the relevant net asset value without a sales charge or other fee. The
financial statements have been prepared in conformity with U.S. generally
accepted accounting principles which require management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities in the financial statements and amounts of income and expenses
during the reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the
Portfolios.
1. Security Valuation
Portfolio securities are valued at their current market value determined on the
basis of market quotations or, if market quotations are not readily available
or are deemed unreliable, at "fair value" as determined in accordance with
procedures established by and under the general supervision of the Trust's
Board of Trustees.
In general, the market value of securities which are readily available and
deemed reliable are determined as follows. Securities listed on a national
securities exchange (other than securities listed on the NASDAQ Stock Market,
Inc. ("NASDAQ")) or on a foreign securities exchange are valued at the last
sale price at the close of the exchange or foreign securities exchange. If
there has been no sale on such day, the securities are valued at the mean of
the closing bid and asked prices on such day. Securities listed on more than
one exchange are valued by reference to the principal exchange on which the
securities are traded; securities listed only on NASDAQ are valued in
accordance with the NASDAQ Official Closing Price; listed put or call options
are valued at the last sale price. If there has been no sale on that day, such
securities will be valued at the closing bid
162 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
prices on that day; open futures contracts and options thereon are valued using
the closing settlement price or, in the absence of such a price, the most
recent quoted bid price. If there are no quotations available for the day of
valuation, the last available closing settlement price is used; securities
traded in the over-the-counter market ("OTC"), are valued at the mean of the
current bid and asked prices as reported by the National Quotation Bureau or
other comparable sources; U.S. Government securities and other debt instruments
having 60 days or less remaining until maturity are valued at amortized cost if
their original maturity was 60 days or less; or by amortizing their fair value
as of the 61st day prior to maturity if their original term to maturity
exceeded 60 days; fixed-income securities, including mortgage backed and asset
backed securities, may be valued on the basis of prices provided by a pricing
service or at a price obtained from one or more of the major broker/dealers. In
cases where broker/dealer quotes are obtained, 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 Portfolios may use fair value pricing for securities primarily traded in
non-U.S. markets because most foreign markets close well before the Portfolios
value their securities at 4:00 p.m., Eastern Time. 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
Portfolios may frequently value many of their foreign equity securities using
fair value prices based on third party vendor modeling tools to the extent
available.
2. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under
forward currency exchange contracts are translated into U.S. dollars at the
mean of the quoted bid and asked prices of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of foreign fixed income
investments, foreign currency exchange contracts, holding of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on foreign investment transactions, and the difference between the
amounts of divi-
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 163
dends, interest and foreign withholding taxes recorded on the Portfolios' books
and the U.S. dollar equivalent amounts actually received or paid. Net
unrealized currency gains and losses from valuing foreign currency denominated
assets and liabilities at period end exchange rates are reflected as a
component of net unrealized appreciation or depreciation of investments and
foreign currency denominated assets and liabilities.
3. Taxes
It is each Portfolio's policy to meet the requirements of the Internal Revenue
Code applicable to regulated investment companies and to distribute all of
their investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required. The Portfolios may be subject to taxes imposed by countries in which
they invest. Such taxes are generally based on income and/or capital gains
earned or repatriated. Taxes are accrued and applied to net investment income,
net realized gains and net unrealized appreciation/depreciation as such income
and/or gains are earned.
4. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date or as soon as the Portfolio
is informed of the dividend. Interest income is accrued daily. Investment
transactions are accounted for on the trade date securities are purchased or
sold. Investment gains and losses are determined on the identified cost basis.
The Portfolios amortize premiums and accrete discounts as adjustments to
interest income.
5. Expenses
Expenses of the Trust are charged to each Portfolio in proportion to each
Portfolio's respective net assets.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
determined in accordance with federal tax regulations and may differ from those
determined in accordance with U.S. generally accepted accounting principles. To
the extent these differences are permanent, such amounts are reclassified
within the capital accounts based on their federal tax basis treatment;
temporary differences do not require such reclassification.
7. Organization and Offering Expenses
Cost incurred in connection with the organization of the Trust of $71,875 was
borne by the Adviser. Offering expenses of $15,300 each for the Global Value
and Global Research Growth Portfolios have been deferred and are being
amortized on a straight line basis over a one year period. Offering expenses of
$15,300 per Portfolio for the remaining eleven Portfolios have been fully
amortized on a straight-line basis over a one year period.
164 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
NOTE B
Advisory Fee and Other Transactions with Affiliates
The Trust has entered into an advisory agreement (the "Advisory Agreement")
with the Adviser. Under the terms of the Advisory Agreement, the Portfolios pay
no advisory fees to the Adviser. The Adviser serves as investment manager and
adviser of each of the Portfolios and continuously furnishes an investment
program for each Portfolio and manages, supervises and conducts the affairs of
each Portfolio, subject to the supervision of the Trust's Board of Trustees.
The Advisory Agreement provides that the Adviser or an affiliate will furnish,
or pay the expenses of the Trust for, office space, facilities and equipment,
services of executive and other personnel of the Trust and certain
administrative services.
The Trust has entered into a distribution agreement (the "Distribution
Agreement") on behalf of each Portfolio with AllianceBernstein Investments,
Inc., a wholly-owned subsidiary of the Adviser, the Portfolios' principal
underwriter (the "Underwriter"), to permit the Underwriter to distribute the
Portfolios' shares, which are sold at the net asset value without any sales
charge.
Under the Distribution Agreement, the Trust is responsible for all expenses of
the Portfolios, including, for example, certain administrative services, costs
of printing Portfolio prospectuses and other reports to shareholders, any taxes
levied against the Portfolios and brokerage fees and commissions in connection
with the purchase and sale of portfolio securities, but not expenses incurred
in promoting the sale of the Portfolios' shares, which are borne by the
Underwriter.
AllianceBernstein Investor Services, Inc. ("ABIS"), an indirect wholly-owned
subsidiary of the Adviser, acts as the Portfolios' registrar, transfer agent
and dividend-disbursing agent.
The Adviser has agreed to limit the operating expenses of the following
Portfolios to the extent necessary to limit total operating expenses on an
annual basis as follows:
Amount
Expense Reimbursed by
Portfolio Limitations Adviser
- -------------------------------------------------------------------------------
Global Real Estate Investment .15% $ -0-
International Value .15% -0-
International Growth .15% -0-
Small-Mid Cap Value .15% -0-
Small-Mid Cap Growth .15% -0-
Global Value .15% 74,398
Global Research Growth .15% 93,887
Short Duration Bond .15% -0-
Intermediate Duration Bond .15% -0-
Inflation Protected Securities .15% -0-
High-Yield .20% -0-
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 165
There were no expense caps on the U.S. Value Portfolio and the U.S. Large Cap
Growth Portfolio.
The Portfolios may invest in the AllianceBernstein Fixed-Income Shares,
Inc.--Prime STIF Portfolio and the AllianceBernstein Fixed-Income Shares,
Inc.--Government STIF Portfolio (collectively, the "STIF Portfolios"), open-end
management investment companies managed by the Adviser. The STIF Portfolios are
offered as cash management options to mutual funds, trusts, and other accounts
managed by the Adviser, and are not available for direct purchase by members of
the public. The STIF Portfolios pay no investment management fees.
Brokerage commissions paid on investment transactions and brokerage commissions
paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited,
affiliates of the Adviser, for the six months ended February 28, 2007, were as
follows:
Sanford C. Sanford C.
Total Bernstein & Bernstein
Portfolio Commissions Co. LLC Limited
- -------------------------------------------------------------------------------
U.S. Value $ 309,893 $ -0- $ -0-
U.S. Large Cap Growth 1,620,216 -0- -0-
Global Real Estate
Investment 622,491 -0- -0-
International Value 450,732 -0- -0-
International Growth 1,327,493 -0- -0-
Small-Mid Cap Value 165,017 -0- -0-
Small-Mid Cap Growth 415,228 -0- -0-
Global Value 1,367 -0- -0-
Global Research Growth 4,481 -0- -0-
Short Duration Bond -0- -0- -0-
Intermediate Duration Bond -0- -0- -0-
Inflation Protected Securities -0- -0- -0-
High-Yield -0- -0- -0-
NOTE C
Investment Transactions
Purchases and sales of investment securities (excluding U.S. government
securities and short-term investments) for the six months ended February 28,
2007, were as follows:
Portfolio Purchases Sales
- -------------------------------------------------------------------------------
U.S. Value $ 400,243,403 $ 201,376,380
U.S. Large Cap Growth 1,237,147,002 931,868,596
Global Real Estate Investment 332,989,391 273,875,253
International Value 226,529,029 138,798,607
International Growth 602,036,484 480,607,986
Small-Mid Cap Value 128,359,191 82,800,031
Small-Mid Cap Growth 266,450,122 204,676,701
Global Value 685,139 916,512
Global Research Growth 2,304,882 2,215,349
166 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Portfolio Purchases Sales
- -------------------------------------------------------------------------------
Short Duration Bond $211,444,345 $145,209,532
Intermediate Duration Bond 190,745,267 127,262,375
Inflation Protected Securities -0- -0-
High-Yield 163,980,075 80,922,215
Purchases and sales of U.S. government securities for the six months ended
February 28, 2007, were as follows:
Portfolio Purchases Sales
- -------------------------------------------------------------------------------
U.S. Value $-0- $-0-
U.S. Large Cap Growth -0- -0-
Global Real Estate Investment -0- -0-
International Value -0- -0-
International Growth -0- -0-
Small-Mid Cap Value -0- -0-
Small-Mid Cap Growth -0- -0-
Global Value -0- -0-
Global Research Growth -0- -0-
Short Duration Bond 659,798,836 537,765,650
Intermediate Duration Bond 1,563,465,824 1,404,683,899
Inflation Protected Securities 135,483,824 36,301,401
High-Yield -0- -0-
The cost of investments for federal income tax purposes was substantially the
same as the cost for financial reporting purposes. Accordingly, gross
unrealized appreciation and unrealized depreciation (excluding futures, foreign
currency and swap transactions) are as follows:
Gross Unrealized Net Unrealized
---------------------------- Appreciation/
Portfolio Appreciation (Depreciation) (Depreciation)
- -------------------------------------------------------------------------------
U.S. Value $310,607,778 $(16,382,311) $294,225,467
U.S. Large Cap Growth 217,804,730 (18,577,501) 199,227,229
Global Real Estate Investment 271,553,963 (1,167,264) 270,386,699
International Value 278,326,697 (4,657,519) 273,669,178
International Growth 155,222,908 (6,594,494) 148,628,414
Small-Mid Cap Value 73,420,482 (11,758,950) 61,661,532
Small-Mid Cap Growth 83,385,410 (11,455,280) 71,930,130
Global Value 796,929 (73,279) 723,650
Global Research Growth 709,181 (88,331) 620,850
Short Duration Bond 4,498,788 (1,188,966) 3,309,822
Intermediate Duration Bond 11,569,755 (4,804,988) 6,764,767
Inflation Protected Securities 1,765,984 (3,659,607) (1,893,623)
High-Yield 10,558,853 (2,104,703) 8,454,150
1. Financial Futures Contracts
Certain Portfolios may buy or sell financial futures contracts for the purpose
of hedging their portfolio against adverse effects of anticipated movements in
the market. The Portfolio bears the market risk that arises from changes in the
value of these financial instruments and the imperfect correlation between
movements in the price of the futures contracts and movements in the price of
the securities hedged or used for cover.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 167
At the time the Portfolio enters into a futures contract, the Portfolio
deposits and maintains as collateral an initial margin with the broker as
required by the exchange on which the transaction is effected. Pursuant to the
contract, the Portfolio agrees to receive from or pay to the broker an amount
of cash equal to the daily fluctuation in the value of the contract. Such
receipts or payments are known as variation margin and are recorded by the
Portfolio as unrealized gains or losses. Risks may arise from the potential
inability of counterparty to meet the terms of the contract. When the contract
is closed, the Portfolio records a realized gain or loss equal to the
difference between the value of the contract at the time it was opened and the
time it was closed.
2. Forward Currency Exchange Contracts
Certain Portfolios may enter into forward currency exchange contracts in order
to hedge its exposure to changes in foreign currency exchange rates on its
foreign portfolio holdings, to hedge certain firm purchase and sales
commitments denominated in foreign currencies and for investment purposes. A
forward currency exchange contract is a commitment to purchase or sell a
foreign currency at a future date at a negotiated forward rate. The gain or
loss arising from the difference between the original contract and the closing
of such contract would be included in net realized gain or loss on foreign
currency transactions.
Fluctuations in the value of open forward currency exchange contracts are
recorded for financial reporting purposes as unrealized appreciation and
depreciation by the Portfolio.
The Portfolio's custodian will place and maintain cash not available for
investment or other liquid assets in a separate account of the Portfolio having
a value at least equal to the aggregate amount of the Portfolio's commitments
under forward currency exchange contracts entered into with respect to position
hedges. Risks may arise from the potential inability of a counterparty to meet
the terms of a contract and from unanticipated movements in the value of a
foreign currency relative to the U.S. dollar. The face or contract amount, in
U.S. dollars reflects the total exposure the Fund has in that particular
currency contract.
3. Dollar Rolls
Certain Portfolios may enter into dollar rolls. Dollar rolls involve sales by
the Portfolio of securities for delivery in the current month and the
Portfolio's simultaneously contracting to repurchase substantially similar
(same type and coupon) securities on a specified future date. During the roll
period, the Portfolio forgoes principal and interest paid on the securities.
The Portfolio is compensated by the difference between the current sales price
and the lower forward price for the future purchase (often referred to as the
"drop") as well as by the interest earned on the cash proceeds of the initial
sale. Dollar rolls involve the risk that the market value of the securities the
Portfolio is obligated to repurchase under the agreement may decline below the
repurchase price. Dollar rolls are speculative techniques and may be considered
to be borrowings by the Portfolio.
168 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
For the six months ended February 28, 2007, the Short Duration Portfolio and
Intermediate Duration Portfolio earned drop income of $45,851 and $366,296
which is included in interest income in the accompanying statement of
operations.
4. Swap Agreements
Certain 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 Portfolio considers the creditworthiness of each
counterparty to a swap contract in evaluating potential credit risk.
Additionally, risks may arise from unanticipated movements in interest rates or
in the value of the underlying securities.
The Portfolio accrues for the interim payments on swap contracts on a daily
basis, with the net amount recorded within unrealized appreciation/depreciation
of swap contracts on the statement of assets and liabilities. Once the interim
payments are settled in cash, the net amount is recorded as realized gain/loss
on swaps, in addition to realized gain/loss recorded upon the termination of
swap contracts on the statement of operations. Fluctuations in the value of
swap contracts are recorded as a component of net change in unrealized
appreciation/depreciation of investments.
The Portfolio may enter into credit default swaps. The Portfolio 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
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) 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.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 169
Credit default swaps may involve greater risks than if a Portfolio had invested
in the referenced obligation directly. Credit default swaps are subject to
general market risk, liquidity risk, counterparty risk and credit risk. If the
Portfolio is a 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 the
periodic payments previously received, may be less than the Maximum Payout
Amount it pays to the buyer, resulting in a loss to the Portfolio.
In certain circumstances, the Portfolio may hold Sale Contracts on the same
referenced obligation and with the same counterparty it has purchased credit
protection, which may reduce its obligation to make payments on Sale Contracts,
if a credit event occurs.
NOTE D
Shares of Beneficial Interest
Transactions in shares of beneficial interest were as follows:
Shares Amount
---------------------------- -----------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
February 28, 2007 August 31, February 28, 2007 August 31,
Portfolio (unaudited) 2006 (unaudited) 2006
- -------------------------------------------------------------------------------
U.S. Value
Shares sold 22,025,411 31,063,561 $267,952,735 $334,004,733
Shares issued in
reinvestment of
dividends and
distributions 4,862,173 3,891,057 58,031,106 41,101,235
Shares redeemed (3,122,589) (6,622,867) (37,654,526) (70,060,197)
Net increase 23,764,995 28,331,751 $288,329,315 $305,045,771
U.S. Large Cap
Growth
Shares sold 28,200,047 39,148,884 $329,511,446 $449,251,903
Shares issued in
reinvestment of
dividends and
distributions 3,132,841 966,636 36,752,085 11,182,091
Shares redeemed (2,089,328) (10,225,344) (24,522,815) (116,208,012)
Net increase 29,243,560 29,890,176 $341,740,716 $344,225,982
170 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Shares Amount
------------------------------ ------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
February 28, 2007 August 31, February 28, 2007 August 31,
Portfolio (unaudited) 2006 (unaudited) 2006
- -------------------------------------------------------------------------------
Global Real Estate
Investment
Shares sold 4,325,306 14,571,903 $60,142,456 $163,677,242
Shares issued in
reinvestment of
dividends and
distributions 5,269,909 2,182,765 72,223,942 24,162,302
Shares redeemed (1,856,591) (754,477) (26,672,521) (8,950,743)
Net increase 7,738,624 16,000,191 $105,693,877 $178,888,801
International Value
Shares sold 7,785,003 9,769,377 $110,232,584 $121,566,539
Shares issued in
reinvestment of
dividends and
distributions 7,804,028 2,787,702 107,821,630 32,975,933
Shares redeemed (3,295,847) (12,898,835) (46,636,389) (157,973,253)
Net increase
(decrease) 12,293,184 (341,756) $171,417,825 $(3,430,781)
International Growth
Shares sold 10,625,958 21,380,831 $135,894,967 $249,271,570
Shares issued in
reinvestment of
dividends and
distributions 3,366,062 1,198,617 42,718,253 13,596,844
Shares redeemed (794,918) (844,601) (10,266,359) (10,314,680)
Net increase 13,197,102 21,734,847 $168,346,861 $252,553,734
Small-Mid Cap Value
Shares sold 4,776,086 10,262,693 $56,456,348 $112,013,558
Shares issued in
reinvestment of
dividends and
distributions 869,989 399,558 10,318,367 4,362,192
Shares redeemed (370,549) (626,885) (4,413,319) (6,941,346)
Net increase 5,275,526 10,035,366 $62,361,396 $109,434,404
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 171
Shares Amount
------------------------------ ------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
February 28, 2007 August 31, February 28, 2007 August 31,
Portfolio (unaudited) 2006 (unaudited) 2006
- -------------------------------------------------------------------------------
Small-Mid Cap
Growth
Shares sold 5,169,590 10,423,766 $64,930,219 $125,374,603
Shares issued in
reinvestment of
dividends and
distributions 697,180 75,674 9,049,181 917,579
Shares redeemed (329,571) (412,059) (4,193,195) (5,161,847)
Net increase 5,537,199 10,087,381 $69,786,205 $121,130,335
June 1, 2006(a) June 1, 2006(a)
to August 31, to August 31,
2006 2006
- -------------------------------------------------------------------------------
Global Value
Shares sold 4,091 600,015 $46,548 6,000,143
Shares issued in
reinvestment of
dividends and
distributions 8,251 -0- 86,924 -0-
Shares redeemed (17,295) (3,982) (189,738) (40,689)
Net increase
(decrease) (4,953) 596,033 $(56,266) 5,959,454
Global Research
Growth
Shares sold 5,735 604,992 $62,137 $6,049,523
Shares issued in
reinvestment of
dividends 4,193 -0- 43,198 -0-
Shares redeemed (1,692) -0- (18,551) -0-
Net increase 8,236 604,992 $86,784 $6,049,523
Year Ended Year Ended
August 31, August 31,
2006 2006
- -------------------------------------------------------------------------------
Short Duration Bond
Shares sold 15,414,867 29,077,360 $153,131,066 $289,575,155
Shares issued in
reinvestment of
dividends 2,510,537 3,812,804 24,891,009 37,754,560
Shares redeemed (950,856) (1,184,656) (9,444,949) (11,733,350)
Net increase 16,974,548 31,705,508 $168,577,126 $315,596,365
(a) Commencement of operations.
172 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Shares Amount
------------------------------ ------------------------------
Six Months Ended Year Ended Six Months Ended Year Ended
February 28, 2007 August 31, February 28, 2007 August 31,
Portfolio (unaudited) 2006 (unaudited) 2006
- -------------------------------------------------------------------------------
Intermediate
Duration Bond
Shares sold 23,600,871 28,516,768 $233,521,995 $280,756,836
Shares issued in
reinvestment of
dividends and
distributions 2,806,089 4,425,281 27,736,256 43,355,404
Shares redeemed (1,301,659) (3,518,921) (12,893,930) (34,808,219)
Net increase 25,105,301 29,423,128 $248,364,321 $289,304,021
Inflation
Protected
Securities
Shares sold 9,411,476 18,277,335 $91,161,255 $178,671,483
Shares issued in
reinvestment of
dividends and
distributions 1,771,826 1,019,115 17,135,755 9,906,751
Shares redeemed (312,472) (440,530) (3,035,428) (4,302,491)
Net increase 10,870,830 18,855,920 $105,261,582 $184,275,743
High Yield
Shares sold 5,548,930 7,264,884 $56,720,018 $73,174,268
Shares issued in
reinvestment of
dividends and
distributions 1,227,274 2,180,554 12,524,075 21,777,610
Shares redeemed (460,352) (1,776,791) (4,694,486) (17,803,925)
Net increase 6,315,852 7,668,647 $64,549,607 $77,147,953
Commencement of Offering
The Portfolios commenced offering on May 20, 2005 (with the exception of the
Global Value Portfolio and the Global Research Growth Portfolio each of which
commenced operations on June 1, 2006), through the investments of cash and
securities received in a tax free in-kind contributions from AllianceBernstein
Wealth Appreciation Strategy, AllianceBernstein Balanced Wealth Strategy,
AllianceBernstein Wealth Preservation Strategy and AllianceBernstein Blended
Style Series--U.S. Large Cap Portfolio ("U.S. Large Cap Fund"). Prior to
commencement of operations on May 20, 2005, the Trust had no operations other
than the sale to the Adviser on April 15, 2005 of 10,000 shares for $10 each of
the AllianceBernstein Small-Mid Cap Growth Portfolio.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 173
Amounts received from in-kind transfers of investment securities were as
follows:
Wealth Balanced Wealth
Appreciation Wealth Preservation U.S. Large
Portfolio Strategy Strategy Strategy Cap Fund
- -------------------------------------------------------------------------------
U.S. Value $155,435,335 $150,723,860 $24,205,731 $64,400,550
U.S. Large Cap
Growth 158,437,429 153,296,219 24,652,835 71,745,927
Global Real Estate
Investment 43,932,094 69,340,181 24,273,362 -0-
International Value 59,932,167 57,875,719 9,199,373 -0-
International Growth 63,478,390 61,819,722 9,798,985 -0-
Small-Mid Cap Value -0- -0- -0- -0-
Small-Mid Cap Growth -0- -0- -0- -0-
Short Duration Bond -0- -0- 72,247,181 -0-
Intermediate Duration
Bond -0- 250,427,841 72,480,909 -0-
Inflation Protected
Securities -0- -0- 28,619,579 -0-
High-Yield -0- 598,162 -0- -0-
Amounts received from investments of cash were as follows:
Wealth Balanced Wealth
Appreciation Wealth Preservation U.S. Large
Portfolio Strategy Strategy Strategy Cap Fund
- -------------------------------------------------------------------------------
U.S. Value $ 7,784 $ 6,052 $ 10,251 $ 710,972
U.S. Large Cap
Growth 856,603 856,272 144,828 1,111,911
Global Real Estate
Investment 2,267,390 4,077,486 1,085,694 -0-
International Value 6,083,498 5,812,768 863,081 -0-
International Growth 3,175,305 2,784,499 373,559 -0-
Small-Mid Cap Value 4,400,000 5,740,000 1,200,000 -0-
Small-Mid Cap Growth 3,525,000 5,800,000 1,030,000 -0-
Short Duration Bond -0- -0- 10,872,021 -0-
Intermediate Duration
Bond -0- 13,149,233 5,158,625 -0-
Inflation Protected
Securities -0- -0- 857,786 -0-
High-Yield -0- 24,450,000 -0- -0-
The amounts of the unrealized appreciation (depreciation) of investment
securities acquired by the Portfolios through the in-kind transfer were as
follows:
Portfolio Appreciation (Depreciation)
- -------------------------------------------------------------------------------
U.S. Value $ 33,794,987 $ -0-
U.S. Large Cap Growth 33,033,631 -0-
Global Real Estate Investment 21,884,598 -0-
International Value 10,574,433 -0-
International Growth 8,587,797 -0-
Small-Mid Cap Value -0- -0-
Small-Mid Cap Growth -0- -0-
Short Duration Bond -0- (390,484)
Intermediate Duration Bond -0- (2,633,495)
Inflation Protected Securities -0- (223,894)
High-Yield -0- (46,845)
174 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
NOTE E
Risks Involved in Investing in the Portfolios
Interest Rate Risk and Credit Risk--Interest rate risk is the risk that changes
in interest rates will affect the value of the Portfolios' investments in
fixed-income debt securities such as bonds or notes. Increases in interest
rates may cause the value of the 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.
Foreign Security Risk--Investing in securities of foreign companies or foreign
governments involves special risks which include changes in foreign currency
exchange rates and the possibility of future political and economic
developments which could adversely affect the value of such securities.
Moreover, securities of many foreign companies or foreign governments and their
markets may be less liquid and their prices more volatile than those of
comparable U.S. companies or of the U.S. government.
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 there under to be remote.
NOTE F
Distributions to Shareholders
The tax character of distributions to be paid for the year ending August 31,
2007 will be determined at the end of the current fiscal year. The tax
character of distributions paid for the fiscal year ending August 31, 2005 and
2006 were as follows:
U.S. Value Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 34,158,303 $ 3,696,932
Long-term capital gain 6,942,932 -0-
Total distributions paid $ 41,101,235 $ 3,696,932
U.S. Large Cap Growth Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 7,679,880 $ 868,497
Long-term capital gain 3,502,203 -0-
Total distributions paid $ 11,182,083 $ 868,497
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 175
Global Real Estate
Investment Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 21,211,214 $ 1,618,418
Long-term capital gain 2,951,088 -0-
Total distributions paid $ 24,162,302 $ 1,618,418
International Value Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 25,246,247 $ 3,032,408
Long-term capital gain 7,729,686 -0-
Total distributions paid $ 32,975,933 $ 3,032,408
International Growth Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 12,483,325 $ 330,040
Long-term capital gain 1,113,519 -0-
Total distributions paid $ 13,596,844 $ 330,040
Small-Mid Cap Value Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 4,362,192 $ 333,856
Total distributions paid $ 4,362,192 $ 333,856
Small-Mid Cap Growth Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 917,579 $ 90,799
Total distributions paid $ 917,579 $ 90,799
Global Value Portfolio 2006
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ -0-
Total distributions paid $ -0-
Global Research Growth Portfolio 2006
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ -0-
Total distributions paid $ -0-
Short Duration Bond Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 37,754,560 $ 1,701,954
Total distributions paid $ 37,754,560 $ 1,701,954
176 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Intermediate Duration Bond Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 43,355,404 $ 4,900,272
Total distributions paid $ 43,355,404 $ 4,900,272
Inflation Protected Securities
Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 9,820,532 $ 705,512
Long-term capital gain 86,219 -0-
Total distributions paid $ 9,906,751 $ 705,512
High-Yield Portfolio 2006 2005
- -------------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 21,777,610 $ 1,357,073
Total distributions paid $ 21,777,610 $ 1,357,073
As of August 31, 2006 the components of accumulated earnings/deficit on a tax
basis were as follows:
Accumulated Total
Undistributed Undistributed Capital Unrealized Accumulated
Ordinary Long-Term and Other Appreciation/ Earnings/
Portfolio Income Gains Gains (Losses) (Depreciation)(a) (Deficit)(b)
- --------------------------------------------------------------------------------------------------------------
U.S. Value $17,763,349 $19,356,525 $-0- $169,823,146 $206,943,020
U.S. Large Cap
Growth 2,630,309 34,003,222 -0- 61,094,849 97,728,380
Global Real Estate
Investment 20,791,047 24,886,069 -0- 132,000,305 177,677,421
International Value 59,349,865 16,926,242 -0- 171,664,607 247,940,714
International Growth 9,560,545 25,401,095 -0- 97,729,669 132,691,309
Small-Mid Cap Value 1,350,398 -0- (293,637)(c) 16,495,814 17,552,575
Small-Mid Cap Growth 6,980,388 1,949,766 -0- 18,536,835 27,466,989
Global Value 39,413 -0- (19,751) 124,000 143,662
Global Research
Growth 20,625 -0- (84,304) 58,190 (5,489)
Short Duration
Bond 1,992,151 -0- (7,084,005)(c) (1,049,162) (6,141,016)
Intermediate
Duration
Bond 2,139,218 -0- (14,064,986)(c) (1,877,762) (13,803,530)
Inflation
Protected
Securities 12,553,667 -0- (757,918) (8,328,828) 3,466,921
High-Yield 476,198 -0- (4,540,447) (4,654,001) (8,718,250)
(a) The difference between book-basis and tax-basis unrealized appreciation
(depreciation) is attributable primarily to the tax deferral of losses on wash
sales, mark to market on passive foreign investment companies, mark to market
on forward contracts, future contracts, swaps, and swap income (loss) accruals.
(b) The difference between book-basis and tax-basis components of accumulated
earnings (deficit) is attributable primarily to deferral of post October
capital or currency losses.
(c) On August 31, 2006, the Small Mid Cap Value Portfolio, Short Duration Bond
Portfolio and Intermediate Duration Bond Portfolio had a net capital loss carry
forward of $293,637, $551,868 and $596,899, respectively, all of which expires
in the year 2014. To the extent future capital gains are offset by capital loss
carry forward, such gains will not be distributed.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 177
Increase (Decrease)
to Accumulated Net
Increase (Decrease) Realized Gain (Loss)
Increase (Decrease) Undistributed On Investments,
To Additional Net Investment Futures and
Portfolio Paid in Capital Income (Loss) Foreign Currencies
- --------------------------------------------------------------------------------------
U.S. Value $ (11,058) $ 11,058 $ -0-
U.S. Large Cap Growth -0- 859,913 (859,913)
Global Real Estate
Investment (324,317) 8,986,825 (8,662,508)
International Value (11,058) (561,112) 572,170
International Growth (11,947) (555,121) 567,068
Small-Mid Cap Value (11,058) 11,058 -0-
Small-Mid Cap Growth (11,058) 11,058 -0-
Short Duration Bond (11,058) 39,424 (28,366)
Intermediate Duration
Bond (11,058) (2,442,194) 2,453,252
Inflation Protected
Securities (11,058) (8,849) 19,907
High Yield (11,058) (13,801) 24,859
Global Value -0- (2,466) 2,466
Global Research Growth -0- 489 (489)
NOTE G
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) a 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; and
178 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
(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 Fund, will introduce governance and compliance changes.
The Portfolios were not part of the regulatory settlement and their advisory
fees were not affected by the SEC Order or the NYAG Order.
A special committee of the Adviser's Board of Directors, comprised of the
members of the Adviser's Audit Committee and the other independent member of
the Adviser's Board, directed and oversaw 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 Trustees of the Trust ("the Independent Trustees")
have conducted an investigation of the above-mentioned matters with the advice
of an independent economic consultant and independent counsel.
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 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, 43 additional lawsuits making factual allegations
generally similar to those in the Hindo Complaint were filed in various federal
and state courts against the Adviser and certain other defendants. 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 actions to the
United States District Court for the District of Maryland (the "Mutual Fund
MDL").
ALLIANCEBERNSTEIN POOLING PORTFOLIOS O 179
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.
On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual
fund shareholder claims, mutual fund derivative claims, and ERISA claims
entered into a confidential memorandum of understanding ("MOU") containing
their agreement to settle these claims. The agreement will be documented by a
stipulation of settlement and will be submitted for court approval at a later
date. The derivative claims brought on behalf of Alliance Holding remain
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 Commissioner") (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 October 19, 2005, the WVAG Complaint was
transferred to the Mutual Fund MDL.
On August 30, 2005, the West Virginia Securities Commissioner 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
NYAGOrder. On January 26, 2006, the Adviser, Alliance Holding, and various
unaffiliated defendants filed a Petition for Writ of Prohibition and Order
Suspending Proceedings in West Virginia state court seeking to vacate the
Summary Order and for other relief. The court denied the writ and in September
2006 the Supreme Court of Appeals declined the defendants' petition for appeal.
On September 22, 2006, Alliance and Alliance Holding filed an answer and motion
to dismiss the Summary Order with the Securities Commissioner.
180 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
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 alleged shareholders 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 fund-related 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
plaintiffs' 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. On May 31, 2006 the District Court
denied plaintiffs' motion for leave to file an amended complaint. On July 5,
2006, plaintiffs filed a notice of appeal. On October 4, 2006 the appeal was
withdrawn by stipulation, with plaintiffs reserving the right to reinstate it
at a later date.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 181
It is possible that these matters and/or other developments resulting from
these matters could result in increased redemptions of the AllianceBernstein
Mutual Funds' shares or other adverse consequences to the AllianceBernstein
Mutual Funds. This may require the AllianceBernstein Mutual Funds to sell
investments held by those funds to provide for sufficient liquidity and could
also have an adverse effect on the investment performance of the
AllianceBernstein Mutual Funds. However, the Adviser believes that these
matters are not likely to have a material adverse effect on its ability to
perform advisory services relating to the AllianceBernstein Mutual Funds.
NOTE H
Recent Accounting Pronouncement
On July 13, 2006, the Financial Accounting Standards Board ("FASB") released
FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN
48"). FIN 48 provides guidance for how uncertain tax positions should be
recognized, measured, presented and disclosed in the financial statements. FIN
48 requires the evaluation of tax positions taken or expected to be taken in
the course of preparing a fund's tax returns to determine whether the tax
positions are "more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not threshold
would be recorded in the current period. Adoption of FIN 48 is required for
fiscal years beginning after December 15, 2006 and is to be applied to all open
tax years as of the effective date. On December 22, 2006, the Securities and
Exchange Commission notified the industry that the implementation of FIN 48 by
registered investment companies could be delayed until the last business day of
the first required financial statement reporting period for fiscal years
beginning after December 15, 2006. At this time, management is evaluating the
implications of FIN 48 and its impact on the financial statements has not yet
been determined.
On September 20, 2006, the FASB released Statement of Financial Accounting
Standards No. 157 "Fair Value Measurements" ("FAS 157"). FAS 157 establishes an
authoritative definition of fair value, sets out a framework for measuring fair
value, and requires additional disclosures about fair-value measurements. The
application of FAS 157 is required for fiscal years beginning after November
15, 2007 and interim periods within those fiscal years. At this time,
management is evaluating the implications of FAS 157 and its impact on the
financial statements has not yet been determined.
182 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
U.S. Value
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value, beginning of period $11.41 $10.32 $10.00
Income From Investment Operations
Net investment income(b) .16 .27 .08
Net realized and unrealized
gain on investment
transactions .96 1.11 .28
Net increase in net asset value
from operations 1.12 1.38 .36
Less: Dividends and Distributions
Dividends from net investment income (.15) (.21) (.04)
Distributions from net realized
gain on investment
transactions (.20) (.08) -0-
Total distributions (.35) (.29) (.04)
Net asset value, end of period $12.18 $11.41 $10.32
Total Return
Total investment return based on
net asset value(c) 9.88% 13.60% 3.58%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $2,234,190 $1,822,032 $1,355,032
Ratio to average net assets of:
Expenses .02%(d) .04% .07%(d)
Net investment income 2.61%(d) 2.48% 2.84%(d)
Portfolio turnover rate 10% 14% 21%
See footnote summary on page 195.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 183
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
U.S. Large Cap Growth
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value, beginning of period $11.09 $10.73 $10.00
Income From Investment Operations
Net investment income(b) .05 .07 .02
Net realized and unrealized
gain on investment
transactions .68 .38 .72
Net increase in net asset value
from operations .73 .45 .74
Less: Dividends and Distributions
Dividends from net investment income (.02) (.06) (.01)
Distributions from net realized
gain on investment
transactions (.20) (.03) -0-
Total distributions (.22) (.09) (.01)
Net asset value, end of period $11.60 $11.09 $10.73
Total Return
Total investment return based
on net asset value(c) 6.54% 4.10% 7.38%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $2,196,290 $1,775,474 $1,397,037
Ratio to average net assets of:
Expenses .02%(d) .04% .05%(d)
Net investment income .80%(d) .64% .62%(d)
Portfolio turnover rate 47% 64% 13%
See footnote summary on page 195.
184 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Global Real Estate Investment
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $13.14 $10.74 $10.00
Income From Investment
Operations
Net investment income(b) .20 .36 .09(e)
Net realized and unrealized
gain on investment and
foreign currency transactions 2.80 2.47 .69
Net increase in net asset
value from operations 3.00 2.83 .78
Less: Dividends and
Distributions
Dividends from net investment
income (.58) (.37) (.04)
Distributions from net realized
gain on investment
transactions (.52) (.06) -0-
Total distributions (1.10) (.43) (.04)
Net asset value, end of period $15.04 $13.14 $10.74
Total Return
Total investment return based
on net asset value(c) 23.71% 27.18% 7.80%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,070,052 $832,695 $508,737
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .05%(d) .09% .15%(d)
Expenses, before
waivers/reimbursements .05%(d) .09% .16%(d)
Net investment income 2.85%(d) 3.07% 3.14%(d)(e)
Portfolio turnover rate 29% 46% 7%
See footnote summary on page 195.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 185
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
International Value
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $13.84 $10.89 $10.00
Income From Investment
Operations
Net investment income(b) .08 .38 .10(e)
Net realized and unrealized
gain on investment and
foreign currency transactions 1.74 3.04 .87
Net increase in net asset
value from operations 1.82 3.42 .97
Less: Dividends and Distributions
Dividends from net investment
income (.33) (.26) (.08)
Distributions from net realized
gain on investment
transactions (1.12) (.21) -0-
Total distributions (1.43) (.47) (.08)
Net asset value, end of period $14.23 $13.84 $10.89
Total Return
Total investment return based
on net asset value(c) 13.69% 32.16% 9.71%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,200,790 $997,371 $788,432
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .07%(d) .10% .15%(d)
Expenses, before
waivers/reimbursements .07%(d) .10% .94%(d)
Net investment income 1.12%(d) 3.09% 3.56%(d)(e)
Portfolio turnover rate 13% 27% 23%
See footnote summary on page 195.
186 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
International Growth
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $12.54 $10.57 $10.00
Income From Investment
Operations
Net investment income(b) .05 .23 .05(e)
Net realized and unrealized
gain on investment and
foreign currency transactions 1.14 1.95 .54
Net increase in net asset
value from operations 1.19 2.18 .59
Less: Dividends and Distributions
Dividends from net investment
income (.07) (.19) (.02)
Distributions from net realized
gain on investment
transactions (.49) (.02) -0-
Total distributions (.56) (.21) (.02)
Net asset value, end of period $13.17 $12.54 $10.57
Total Return
Total investment return based
on net asset value(c) 9.66% 20.88% 5.93%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,104,964 $886,431 $517,594
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .07%(d) .11% .15%(d)
Expenses, before
waivers/reimbursements .07%(d) .11% .24%(d)
Net investment income .74%(d) 1.96% 1.78%(d)(e)
Portfolio turnover rate 50% 105% 19%
See footnote summary on page 195.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 187
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Small-Mid Cap Value
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $11.08 $10.65 $10.00
Income From Investment
Operations
Net investment income(b) .15 .16 .04(e)
Net realized and unrealized
gain on investment
transactions 1.49 .40 .63
Net increase in net asset
value from operations 1.64 .56 .67
Less: Dividends and Distributions
Dividends from net investment
income (.15) (.13) (.02)
Distributions from net realized
gain on investment
transactions (.10) -0- -0-
Total distributions (.25) (.13) (.02)
Net asset value, end of period $12.47 $11.08 $10.65
Total Return
Total investment return based
on net asset value(c) 14.89% 5.24% 6.72%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $565,562 $444,250 $320,038
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .05%(d) .07% .15%(d)
Expenses, before
waivers/reimbursements .05%(d) .07% .34%(d)
Net investment income 2.47%(d) 1.45% 1.62%(d)(e)
Portfolio turnover rate 17% 42% 8%
See footnote summary on page 195.
188 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Small-Mid Cap Growth
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $11.84 $10.99 $10.00
Income From Investment
Operations
Net investment income(b) .02 .04 .01(e)
Net realized and unrealized
gain on investment
transactions 1.60 .84 .99
Net increase in net asset
value from operations 1.62 .88 1.00
Less: Dividends and Distributions
Dividends from net investment
income (.01) (.03) (.01)
Distributions from net realized
gain on investment
transactions (.23) -0- -0-
Total distributions (.24) (.03) (.01)
Net asset value, end of period $13.22 $11.84 $10.99
Total Return
Total investment return based
on net asset value(c) 13.69% 8.00% 9.97%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $552,725 $429,431 $287,536
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .05%(d) .07% .15%(d)
Expenses, before
waivers/reimbursements .05%(d) .07% .41%(d)
Net investment income .33%(d) .33% .37%(d)(e)
Portfolio turnover rate 42% 83% 21%
See footnote summary on page 195.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 189
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Global Value
---------------------------
Six Months
Ended June 1,
February 28, 2006(a) to
2007 August 31,
(unaudited) 2006
------------- ------------
Net asset value, beginning of period $10.24 $10.00
Income From Investment Operations
Net investment income(b)(e) .08 .07
Net realized and unrealized
gain on investment and foreign
currency transactions 1.12 .17
Net increase in net asset
value from operations 1.20 .24
Less: Dividends and Distributions
Dividends from net investment income (.13) -0-
Distributions from net realized
gain on investment transactions (.02) -0-
Total distributions (.15) -0-
Net asset value, end of period $11.29 $10.24
Total Return
Total investment return based
on net asset value(c) 11.79% 2.40%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $6,673 $6,104
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements(d) .15% .15%
Expenses, before
waivers/reimbursements(d) 2.46% 5.11%
Net investment income(d)(e) 1.47% 2.95%
Portfolio turnover rate 11% 11%
See footnote summary on page 195.
190 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Global Research Growth
---------------------------
Six Months
Ended June 1,
February 28, 2006(a) to
2007 August 31,
(unaudited) 2006
------------- ------------
Net asset value, beginning of period $9.99 $10.00
Income From Investment Operations
Net investment income(b)(e) .05 .03
Net realized and unrealized
gain (loss) on investment and foreign
currency transactions .92 (.04)
Net increase (decrease) in net
asset value from operations .97 (.01)
Less: Dividends
Dividends from net investment
income (.07) -0-
Net asset value, end of period $10.89 $9.99
Total Return
Total investment return based
on net asset value(c) 9.76% (.10)%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $6,678 $6,044
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements(d) .15% .15%
Expenses, before
waivers/reimbursements(d) 3.09% 5.24%
Net investment income(d)(e) .89% 1.38%
Portfolio turnover rate 35% 14%
See footnote summary on page 195.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 191
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Short Duration Bond
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $9.93 $10.04 $10.00
Income From Investment
Operations
Net investment income(b) .25 .47 .09(e)
Net realized and unrealized
gain (loss) on investment
transactions .03 (.14) (.01)
Net increase in net asset
value from operations .28 .33 .08
Less: Dividends
Dividends from net investment
income (.24) (.44) (.04)
Net asset value, end of period $9.97 $9.93 $10.04
Total Return
Total investment return based
on net asset value(c) 2.86% 3.39% .82%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,133,798 $960,111 $652,505
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .03%(d) .05% .15%(d)
Expenses, before
waivers/reimbursements .03%(d) .05% .19%(d)
Net investment income 5.08%(d) 4.69% 3.88%(d)(e)
Portfolio turnover rate 69% 185% 83%
See footnote summary on page 195.
192 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Intermediate Duration Bond
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $9.86 $10.12 $10.00
Income From Investment
Operations
Net investment income(b) .24 .48 .11
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .11 (.28) .08
Net increase in net asset
value from operations .35 .20 .19
Less: Dividends
Dividends from net investment
income (.23) (.46) (.07)
Net asset value, end of period $9.98 $9.86 $10.12
Total Return
Total investment return based
on net asset value(c) 3.62% 2.13% 1.95%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,339,574 $1,076,281 $807,065
Ratio to average net assets of:
Expenses .04%(d) .06% .10%(d)
Net investment income 4.99%(d) 4.89% 4.13%(d)
Portfolio turnover rate 134% 513% 206%
See footnote summary on page 195.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 193
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
Inflation Protected Securities
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $9.91 $10.01 $10.00
Income From Investment
Operations
Net investment income(b) .04 .57 .09(e)
Net realized and unrealized
gain (loss) on investment
transactions .09 (.36) -0-
Net increase in net asset
value from operations .13 .21 .09
Less: Dividends and Distributions
Dividends from net investment
income (.35) (.30) (.08)
Distributions from net realized
gain on investment
transactions -0- (.01) -0-
Total distributions (.35) (.31) (.08)
Net asset value, end of period $9.69 $9.91 $10.01
Total Return
Total investment return based
on net asset value(c) 1.31% 2.11% .92%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $542,837 $447,210 $263,128
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .04%(d) .07% .15%(d)
Expenses, before
waivers/reimbursements .04%(d) .07% .52%(d)
Net investment income .88%(d) 5.83% 4.34%(d)(e)
Portfolio turnover rate 8% 13% 3%
See footnote summary on page 195.
194 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each
Period
High Yield
------------------------------------
Six Months
Ended Year May 20,
February 28, Ended 2005(a) to
2007 August 31, August 31,
(unaudited) 2006 2005
----------- ----------- -----------
Net asset value,
beginning of period $9.99 $10.35 $10.00
Income From Investment
Operations
Net investment income(b) .39 .75 .20(e)
Net realized and unrealized
gain (loss) on investment
and foreign currency
transactions .38 (.35) .24
Net increase in net asset
value from operations .77 .40 .44
Less: Dividends and Distributions
Dividends from net investment
income (.35) (.75) (.09)
Distributions from net realized
gain on investment
transactions -0- (.01) -0-
Total distributions (.35) (.76) (.09)
Net asset value, end of period $10.41 $9.99 $10.35
Total Return
Total investment return based
on net asset value(c) 7.87% 4.06% 4.38%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $405,399 $325,931 $258,236
Ratio to average net assets of:
Expenses, net of
waivers/reimbursements .07%(d) .09% .20%(d)
Expenses, before
waivers/reimbursements .07%(d) .09% .45%(d)
Net investment income 7.64%(d) 7.47% 7.42%(d)(e)
Portfolio turnover rate 24% 64% 23%
(a) Commencement of operations.
(b) Based on average shares oustanding during the period.
(c) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Total return does not reflect the
deduction of taxes that a shareholder would pay on Portfolio distributions or
the redemption of Portfolio shares. Total investment return calculated for a
period of less than one year is not annualized.
(d) Annualized.
(e) Net of fees waived/reimbursed by the Adviser.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 195
TRUSTEES
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President and Chief Executive Officer
David H. Dievler(1)
John H. Dobkin(1)
Michael J. Downey(1)
D. James Guzy(1)
Nancy P. Jacklin(1)
Marshall C. Turner, Jr.(1)
Earl D. Weiner(1)
OFFICERS(2)
Philip L. Kirstein, Senior Vice President and Independent Compliance Officer
Andrew M. Aran, Vice President
Bruce K. Aronow, Vice President
Stephen Beinhacker, Vice President
Henry S. D'Auria, Vice President
Gershon Distenfeld, Vice President
Sharon E. Fay, Vice President
Marilyn G. Fedak, Vice President
Norman M. Fidel, Vice President
Eric Franco, Vice President
David (Dutch) P. Handke, Jr., Vice President
Syed J. Hasnain, Vice President
Eric Hewitt, Vice President
Shawn E. Keegan, Vice President
S. Sean Kelleher, Vice President
N. Kumar Kirpalani, Vice President
Samantha Lau, Vice President
Lipkee Lu, Vice President
James W. MacGregor, Vice President
John Mahedy, Vice President
Alison M. Martier, Vice President
Christopher W. Marx, Vice President
Teresa Marziano, Vice President
Joel J. McKoan, Vice President
James K. Pang, Vice President
Joseph G. Paul, Vice President
Douglas J. Peebles, Vice President
John D. Phillips, Vice President
Jeffrey S. Phlegar, Vice President
James G. Reilly, Vice President
Michael J. Reilly, Vice President
Paul C. Rissman, Vice President
Thomas A. Schmitt, Vice President
Jane E. Schneirov, Vice President
Kevin F. Simms, Vice President
Francis X. Suozzo, Vice President
Christopher M. Toub, Vice President
Wen-Tse Tseng, Vice President
Paul Vogel, Vice President
(Scott) Patrick Wallace, Vice President
Janet A. Walsh, Vice President
Andrew J. Weiner, Vice President
Greg J. Wilensky, Vice President
Raymond Wong, Vice President
Kewjin Yuoh, Vice President
Emilie D. Wrapp, Secretary
Joseph J. Mantineo, Treasurer and Chief Financial Officer
Thomas R. Manley, Controller
196 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Custodian
State Street Bank & Trust Company
One Lincoln Street
Boston, MA 02111
Principal Underwriter
AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Transfer Agent
AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
Independent Registered Public Accounting Firm
KPMG LLP
345 Park Avenue
New York, NY 10154
(1) Member of the Audit Committee, the Governance and Nominating Committee,
and the Independent Directors Committee.
(2) The management of and investment decisions for the AllianceBernstein
Global Real Estate Portfolio are made by the REIT Investment Policy Group. Mr.
Joseph G. Paul and Ms. Teresa Marziano are the senior most members of the
Investment Policy Group.
The management of and investment decisions for the AllianceBernstein US
Value Portfolio are made by the U.S. Value Investment Policy Group. Ms. Marilyn
G. Fedak, Mr. John Mahedy, Mr. Christopher Marx and Mr. John D. Phillips are
the senior most members of the Investment Policy Group.
The management of and investment decisions for the AllianceBernstein
Small-Mid Cap Value Portfolio are made by the Small-Mid Cap Value Investment
Policy Group. Mr. Joseph G. Paul, Mr. James W. MacGregor and Mr. Andrew J.
Weiner are the senior most members of the Investment Policy Group.
The management of and investment decisions for the AllianceBernstein
International Value Portfolio are made by the International Value Investment
Policy Group. Ms. Sharon E. Fay, Mr. Kevin F. Simms, Mr. Henry S. D'Auria and
Mr. Eric Franco are the senior most members of the Investment Policy Group.
The management of and investment decisions for the AllianceBernstein U.S.
Large Cap Growth Portfolio are made by the U.S. Large Cap Growth Team. Mr.
James G. Reilly, Mr. Michael J. Reilly, Mr. David (Dutch) P. Handke, Jr., Mr.
Syed J. Hasnain and Mr. (Scott) Patrick Wallace are the senior most members of
the team.
The management of and investment decisions for the AllianceBernstein
Small-Mid Cap Growth Portfolio are made by the Small-Mid Cap Growth Investment
Team. Mr. Bruce K. Aronow, Mr. N. Kumar Kirpalani, Mr. Wen-Tse Tseng and Ms.
Samantha Lau are the senior most members of the team.
The management of and investment decisions for the AllianceBernstein
International Growth Portfolio are made by the International Growth Team. Mr.
Christopher M. Toub, Mr. Paul C. Rissman, Mr. Stephen Beinhacker and Mr. James
K. Pang are the senior most members of the team.
The management of and investment decisions for the AllianceBernstein Short
Duration Bond Portfolio are made by the U.S. Investment Grade: Liquid
Markets/Structured Products Investment Team. Mr. Shawn E. Keegan, Mr. S. Sean
Kelleher, Mr. Lipkee Lu, Mr. Jeffrey S. Phlegar and Mr. Raymond Wong are the
senior most members of the team.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 197
The management of and investment decisions for the AllianceBernstein
Intermediate Duration Bond Portfolio are made by the U.S. Investment Grade:
Core Fixed Income Team. Mr. Greg J. Wilensky, Ms. Alison M. Martier, Mr. Shawn
E. Keegan and Mr. Jeffrey S. Phlegar are the senior most members of the team.
The management of and investment decisions for the AllianceBernstein High
Yield Portfolio are made by the Global Credit Investment Team. Mr. Andrew M.
Aran, Mr. Gershon Distenfeld, Mr. Joel J. McKoan and Mr. Douglas J. Peebles are
the senior most members of the team.
Mr. Greg J. Wilensky, Director of Stable Value Investments, is the
investment professional primarily responsible for the day-to-day management of
the AllianceBernstein Inflation Protected Securities Portfolio.
The management of and investment decisions for the AllianceBernstein
Global Research Growth Portfolio are made by the Global Research Growth
Portfolio Oversight Group. Mr. Norman M. Fidel, Mr. Eric Hewitt, Mr. Thomas A.
Schmitt, Ms. Jane E. Schneirov, Mr. Francis X Suozzo, Mr Paul Vogel and Ms.
Janet A. Walsh are the senior most members of the team.
The management of and investment decisions for the AllianceBernstein
Global Value Portfolio are made by the Global Value Investment Policy Group.
Ms. Sharon E. Fay, Mr. Kevin F. Simms, Mr. Henry S. D'Auria and Mr. Eric Franco
are the senior most members of the team.
198 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Information Regarding the Review and Approval of the Portfolios' Advisory
Agreement
In this disclosure, the term "Trust" refers to The AllianceBernstein Pooling
Portfolios and the term "Portfolio" refers to AllianceBernstein U.S. Value
Portfolio, AllianceBernstein U.S. Large Cap Growth Portfolio, AllianceBernstein
Global Real Estate Investment Portfolio, AllianceBernstein International Value
Portfolio, AllianceBernstein International Growth Portfolio, AllianceBernstein
Small-Mid Cap Value Portfolio, AllianceBernstein Small-Mid Cap Growth
Portfolio, AllianceBernstein Short Duration Bond Portfolio, AllianceBernstein
Intermediate Duration Bond Portfolio, AllianceBernstein Inflation Protected
Securities Portfolio, and AllianceBernstein High-Yield Portfolio, as
appropriate (each, a "Portfolio" and together, the "Portfolios." There is a
single Advisory Agreement between the Trust and the Adviser that relates to the
Portfolios. This disclosure does not relate to AllianceBernstein Global
Research Growth Portfolio or to AllianceBernstein Global Value Portfolio.
The disinterested trustees (the "trustees") of The AllianceBernstein Pooling
Portfolios, of which each Portfolio is a separate series, unanimously approved
the continuance of the Advisory Agreement with the Adviser in respect of each
Portfolio at a meeting held on February 7-8, 2007.
Prior to approval of the continuance of the Advisory Agreement, the trustees
requested and received and evaluated extensive materials from the Adviser. They
also reviewed an independent evaluation from the Trust's Senior Officer (who is
also the Trust's Independent Compliance Officer) of the reasonableness of the
advisory fees in the Advisory Agreement in respect of each Portfolio (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 (zero) were reasonable.
The trustees noted that the Portfolios are designed as investment vehicles for
certain AllianceBernstein institutional clients, including registered
investment companies advised by the Adviser (the "Investing Funds"). The
trustees further noted that the Portfolios do not pay advisory fees to the
Adviser and that the Advisory Agreement does not include the reimbursement
provision for certain administrative expenses included in the advisory
agreements of most of the open-end AllianceBernstein Funds. However, the Trust
acknowledges in the Advisory Agreement that the Adviser will receive
compensation for its services to the Portfolios from third parties (e.g., the
Investing Funds who are shareholders of the Portfolios). The trustees noted
that the current Investing Funds in the Portfolios are the three
non-tax-managed Wealth Strategies of The AllianceBernstein Portfolios, the U.S.
Large Cap Portfolio and the ten Retirement Strategies Portfolios of
AllianceBernstein Blended Style Series, Inc. and certain assets of the Rhode
Island Higher Education Savings Trust
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 199
("RIHEST"). The trustees noted that the Investing Funds pay the Adviser fees
pursuant to their advisory agreements (in the case of the registered investment
companies) or program agreement (in the case of RIHEST) with the Adviser.
The trustees noted that the Senior Officer's evaluation considered the
following factors in respect of each Portfolio: 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 Portfolio grows larger; and nature and quality of the Adviser's services
including the performance of the Portfolio.
The trustees reviewed the proposed continuance of the Advisory Agreement with
the Adviser and with experienced counsel who are independent of the Adviser who
advised on the legal standards for their consideration. The trustees also
discussed the proposed continuances in two private sessions with counsel and
the Trust's Independent Compliance Officer.
The trustees also considered their knowledge of the nature and quality of the
services provided by the Adviser to the Portfolios gained from their experience
as trustees or directors of most of the registered investment companies advised
by the Adviser, their overall confidence in the Adviser's integrity and
competence they have gained from that experience, the Adviser's initiative in
identifying and raising potential issues with the trustees and its
responsiveness, frankness and attention to concerns raised by the trustees in
the past, including the Adviser's willingness to consider and implement
organizational and operational changes designed to improve investment results
and the services provided to the AllianceBernstein Funds. The trustees noted
that they have four regular meetings each year, at each of which they receive
presentations from the Adviser on the investment results of the Portfolios and
review extensive materials and information presented by the Adviser.
The trustees also considered all other factors they believed relevant,
including the specific matters discussed below. In their deliberations, the
trustees did not identify any particular information that was all-important or
controlling, and different trustees may have attributed different weights to
the various factors. The trustees determined that the selection of the Adviser
to manage each Portfolio, and the overall arrangements between each Portfolio
and the Adviser as provided in the Advisory Agreement, including the advisory
fee, were fair and reasonable in light of the services performed, expenses
incurred and such other matters as the trustees considered relevant in the
exercise of their business judgment. The material factors and conclusions that
formed the basis for the trustees' determination included the following:
200 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Nature, Extent and Quality of Services Provided
The trustees noted that the Advisory Agreement differed from the advisory
agreements for most of the AllianceBernstein Funds in several respects. First,
it does not provide for the payment to the Adviser of any fee for its services.
Second, it does not contain the provision requiring the Trust to reimburse the
Adviser for the cost of certain clerical, accounting, administrative and other
services provided to each Portfolio at the Trust's request by employees of the
Adviser or its affiliates. Requests for these "at no more than cost"
reimbursements are approved by the trustees on a quarterly basis for most of
the open-end AllianceBernstein Funds and (to the extent requested and paid)
result in a higher rate of total compensation from the AllianceBernstein Funds
to the Adviser than the fee rates stated in the AllianceBernstein Funds'
advisory agreements.
The trustees considered the scope and quality of services provided by the
Adviser under the Advisory Agreement. The trustees considered the quality of
the investment research capabilities of the Adviser and the other resources it
has dedicated to performing services for the Portfolios. They also noted the
professional experience and qualifications of a Portfolio's portfolio
management team and other senior personnel of the Adviser. The quality of
administrative and other services, including the Adviser's role in coordinating
the activities of each Portfolio's other service providers, also were
considered. The trustees concluded that, overall, they were satisfied with the
nature, extent and quality of services provided to each of the Portfolios under
the Advisory Agreement.
Costs of Services Provided and Profitability
The trustees did not consider historical information about the profitability of
the Portfolios to the Adviser as the Portfolios did not commence operations
until mid-2005. The 2005 profitability information for the AllianceBernstein
Funds did not attribute profitability for the Portfolios, which pay no advisory
fee to the Adviser, do not reimburse expenses to the Adviser, and were in
operation for only a portion of 2005. The trustees noted, however, that they
did review profitability information for the Investing Funds that are
registered investment companies and had been satisfied that such profitability
was not excessive. The trustees noted that the Adviser agreed to address
profitability of the Portfolios in 2006 in connection with the annual
continuance of the Advisory Agreement in respect of the Portfolios later in
2007. The trustees also considered that the Adviser bears certain costs in
order to provide services to each Portfolio.
Fall-Out Benefits
The trustees considered that the Adviser benefits from soft dollar arrangements
whereby it receives brokerage and research services from brokers and dealers
that execute purchases and sales of equity securities on behalf of its clients
on an agency basis. They noted that the Adviser makes annual presentations to
the trustees regarding its trading practices and brokerage allocation policies,
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 201
including its policies with respect to soft dollar arrangements. The trustees
noted that the Adviser had represented to them that all of its soft dollar
arrangements are consistent with applicable legal requirements, including the
achievement of best execution. The trustees noted that since the fixed-income
Portfolios do not engage in brokerage transactions, the Adviser does not
receive soft dollar benefits in respect of portfolio transactions of the
fixed-income Portfolios. The trustees also considered that the Distributor,
which is a wholly-owned subsidiary of the Adviser, receives 12b-1 fees from
Investing Funds that are registered investment companies in respect of classes
of shares of the Investing Funds that are subject to 12b-1 plans and retains a
portion of such 12b-1 fees, and receives all or a portion of the sales charges
on sales or redemptions of certain classes of shares of Investing Funds that
are registered investment companies. The trustees also noted that certain
affiliates of the Adviser distribute shares of Investing Funds that are
registered investment companies and receive compensation in that connection.
The trustees noted that while the Adviser's affiliated transfer agent does not
receive fees for providing services to the Portfolios (although it may be
reimbursed for its out-of-pocket expenses), such affiliated transfer agent
receives fees for providing services to the Investing Funds. The trustees noted
that the Adviser is party to a program agreement with RIHEST and receives
program fees for its advisory, distribution, recordkeeping and other services
provided by it and its subsidiaries in connection with the CollegeBoundfund
program, including its services in respect of the Portfolios. The trustees
noted that brokers who are affiliated with the Adviser are permitted to execute
brokerage transactions for the equity Portfolios subject to satisfaction of
certain requirements and receive brokerage commissions from the equity
Portfolios and liquidity rebates from electronic communication networks in
connection with certain of such transactions. The trustees recognized that the
Adviser's future profitability would be somewhat lower without these benefits.
As discussed in more detail below, the trustees also noted that the Adviser is
compensated by the Investing Funds for providing advisory services to them. The
trustees understood that the Adviser also might derive reputational and other
benefits from its association with the Portfolios. The trustees concluded that
the fall-out benefits realized by the Adviser from its relationship with each
Portfolio were appropriate.
Investment Results
In addition to the information reviewed by the trustees in connection with the
meeting, the trustees receive detailed comparative performance information for
each Portfolio at each regular Board meeting during the year. The trustees
reviewed information provided by the Senior Officer based on information
obtained from Lipper that showed the 1-year and since inception gross
performance returns and rankings of each Portfolio for the period ended
November 30, 2006 as compared to a group of funds with similar investment
objectives selected by Lipper (the "Performance Group"), and to a universe of
funds consisting of a broader array of funds selected by Lipper (the
"Performance Universe"). The trustees also considered information provided by
the Senior
202 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Officer based on information obtained from the Adviser that showed the 1-year
and since inception performance returns of the Portfolios as compared to
securities indices.
Advisory Fees and Other Expenses
The trustees considered the advisory fee rate paid by each Portfolio to the
Adviser (zero) and information provided by the Senior Officer based on
information obtained from Lipper and the Adviser showing the actual advisory
fees paid to the Adviser by other investment companies with a similar
investment style as the Portfolios that are managed by the Adviser and those
paid by other funds in the same Lipper category as the Portfolios. The trustees
also reviewed certain information showing the fees paid to the Adviser by the
Investing Funds.
The trustees recognized that it is difficult to make comparisons of advisory
fees because there are variations in the services that are included in the fees
paid by other funds. The trustees noted that because each Portfolio is designed
as a vehicle in which the Investing Funds can invest their assets, the fee
arrangements in the Advisory Agreement are unusual in that no advisory fee is
payable by the Portfolios. However, the trustees noted that the Adviser is
indirectly compensated for its services to the Portfolios by the Investing
Funds. The trustees noted that the Trust acknowledges in its Advisory Agreement
that the Adviser and its affiliates expect to receive compensation from the
Adviser's clients that become shareholders of the Trust in connection with
services provided under the Agreement. The Investing Funds pay the Adviser
advisory fees pursuant to advisory agreements with the Adviser (program
agreement in the case of RIHEST).
The trustees noted that a portion of the fees paid by the Investing Funds to
the Adviser may reasonably be viewed as compensating the Adviser for advisory
services it provides to each Portfolio (the "implied fee") and that the Adviser
had represented to the Securities and Exchange Commission Staff and to the
Trust's former counsel that the implied fee rate is the same for all the
institutional investors in the Portfolios (e.g., the Investing Funds). The
trustees also noted that the Adviser had undertaken to work with the trustees
to develop procedures to enable the trustees to monitor the implied fee rate
and had made certain observations in that regard.
In considering the advisory fees paid to the Adviser by the Investing Funds in
respect of each Portfolio, the trustees took into account the complexity of
investment management for the Portfolios relative to other types of funds. The
trustees evaluated the process of investing in each of the Portfolios as
compared to investments in other types of securities. The trustees concluded
that the advisory fees payable by the Investing Funds are not unreasonable if
payable by the Portfolios.
The trustees concluded that the fees payable to the Adviser by the Investing
Funds were fair and reasonable, given the scope and quality of the services ren-
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 203
dered by the Adviser, and the special fee structure of funds designed for use
as underlying funds in "funds of funds". The trustees noted that the fees
payable by Investing Funds that are registered investment companies are subject
to review and approval by them in their capacity as trustees of such Investing
Funds.
The trustees also considered the fees the Adviser charges other clients with a
substantially similar investment style as the Portfolios. For this purpose, the
trustees reviewed the Adviser's Form ADV and a chart prepared by the Adviser
disclosing the institutional fee schedules for institutional products managed
by it that have a substantially similar investment style as the Portfolios. The
trustees noted that application of such fee schedules to the level of assets of
a Portfolio pursuing a substantially similar investment style would result in a
fee rate that would be higher than the rate paid by each Portfolio pursuant to
the Advisory Agreement (zero). The trustees noted that the Adviser may, in some
cases, negotiate fee rates with large institutional clients that are lower than
those reviewed by the trustees and that they had previously discussed with the
Adviser its policies in respect of such negotiated arrangements.
The trustees also reviewed information that indicated that in the case of
AllianceBernstein U.S. Value Portfolio, AllianceBernstein U.S. Large Cap Growth
Portfolio, AllianceBernstein International Value Portfolio, AllianceBernstein
Small-Mid Cap Value Portfolio, and AllianceBernstein Small-Mid Cap Growth
Portfolio, the Adviser sub-advises registered investment companies that have a
similar investment style as the corresponding Portfolio at a higher fee
schedule than the corresponding Portfolio.
The Adviser reviewed with the trustees the significantly greater scope of the
services it provides the Portfolios relative to institutional clients and
sub-advised funds and to mutual funds. The Adviser also noted that since mutual
funds are constantly issuing and redeeming shares, they are more difficult to
manage than an institutional account, where the assets are relatively stable.
In light of these facts, the trustees did not place significant weight on these
fee comparisons.
The trustees also considered information provided by the Trust's Senior Officer
based on information provided by Lipper showing the total non-advisory expense
ratio of each Portfolio compared to the non-advisory expenses of funds within
two comparison groups created by Lipper: an Expense Group and an Expense
Universe. In light of the zero advisory fee payable by each Portfolio, the
Senior Officer concluded that comparative information about non-advisory
expenses would be more useful than information about total expenses. Lipper
describes 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. Because of the small number of fund's in
the Lipper category for each of AllianceBernstein International Value
Portfolio, AllianceBernstein International Growth Portfolio and
AllianceBernstein
204 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Inflation Protected Securities Portfolio, at the request of the Adviser and the
Trust's Senior Officer, Lipper had expanded each such Portfolio's Expense Group
to include peers that have a similar (but not the same) Lipper investment
classification/objective. The Expense Universes for these Portfolios were also
expanded by Lipper pursuant to Lipper's standard guidelines but not at the
request of the Adviser or the Senior Officer. The non-advisory expense ratio of
each Portfolio was based on the Portfolio's latest fiscal year non-advisory
expense ratio. The trustees noted that although voluntary expense caps were in
place for each Portfolio's fiscal year ended August 31, 2006 (other than
AllianceBernstein U.S. Large Cap Growth Portfolio and AllianceBernstein U.S.
Value Portfolio), none of the Portfolios operated above the expense caps and
that the caps are no longer in effect. The trustees recognized that the
non-advisory expense ratio information for the Portfolios potentially reflected
on the Adviser's provision of services, as the Adviser is responsible for
coordinating services provided to the Portfolios by others. The trustees took
note that it was likely that the non-advisory expense ratios of some funds in
each Portfolio's Lipper category also were lowered by waivers or reimbursements
by those funds' investment advisers, which in some cases were voluntary and
perhaps temporary.
The following factors specific to individual Portfolios also were noted and
considered by the trustees in deciding to approve continuance of the Advisory
Agreement. In reviewing the comparative performance information the trustees
noted that the Portfolios had a performance advantage in that the performance
of virtually all of the Portfolios' competitors was negatively affected by the
fact they pay advisory fees whereas performance information for the Portfolios
reflects their advisory fee of zero.
AllianceBernstein U.S. Value Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 15 funds and as compared
to a Performance Universe of 157 to 148 funds (depending on the period), and as
compared to the Russell 1000 Value Index (the "Index"). The trustees noted that
in the Performance Group and Performance Universe comparisons the Portfolio was
in the 2nd quintile in the 1-year period and 3rd quintile in the since
inception period. The comparative information showed that the Portfolio
underperformed the Index in both periods reviewed. Based on their review, the
trustees concluded that the Portfolio's relative performance over time had been
satisfactory.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly lower than
the Expense Group median and significantly lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was satisfactory.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 205
AllianceBernstein U.S. Large Cap Growth Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 17 to 16 funds
(depending on the period) and as compared to a Performance Universe of 250 to
237 funds (depending on the period), and as compared to the Russell 1000 Growth
Index (the "Index"). The trustees noted that in the Performance Group and
Performance Universe comparisons the Portfolio was in the 5th quintile in the
1-year period and 2nd quintile in the since inception period. The comparative
information showed that the Portfolio underperformed the Index in the 1-year
period and outperformed the Index in the since inception period. Based on their
review and their discussion of the reasons for the Portfolio's recent
underperformance with the Adviser, the trustees retained confidence in the
Adviser's ability to advise the Portfolio and concluded that the Portfolio's
investment performance was understandable. The trustees informed the Adviser
that they planned to closely monitor the Portfolio's performance.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly higher than
the Expense Group median and significantly lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was satisfactory.
AllianceBernstein Global Real Estate Investment Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 13 funds and as compared
to a Performance Universe of 77 to 72 funds (depending on the period), and as
compared to the Financial Times Stock Exchange National Association of Real
Estate Investment Trusts Equity Index (the "Index"). The trustees noted that in
the Performance Group and Performance Universe comparisons the Portfolio was in
the 1st quintile in the 1-year period and 4th quintile in the since inception
period. The comparative information showed that the Portfolio underperformed
the Index in both periods reviewed. Based on their review, the trustees
concluded that the Portfolio's relative performance over time had been
satisfactory.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was significantly higher
than the Expense Group median and significantly lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was satisfactory.
AllianceBernstein International Value Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 10 to 9 funds (depending
on the period) and as compared to a Performance Universe of 50 to
206 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
47 funds (depending on the period), and as compared to the Morgan Stanley
Capital International Europe, Australasia and Far East Value Index (the
"Index"). The trustees noted that in the Performance Group and Performance
Universe comparisons the Portfolio was in the 1st quintile in the 1-year and
since inception periods. The comparative information showed that the Portfolio
outperformed the Index in both periods reviewed. Based on their review, the
trustees concluded that the Portfolio's relative performance over time had been
satisfactory.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly higher than
the Expense Group median and significantly lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was satisfactory.
AllianceBernstein International Growth Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 5 funds and as compared
to a Performance Universe of 19 funds, and as compared to the Morgan Stanley
Capital International Europe, Australasia and Far East Growth Index (the
"Index"). The trustees noted that in the Performance Group and Performance
Universe comparisons the Portfolio was in the 5th quintile in the 1-year and
since inception periods. The comparative information showed that the Portfolio
underperformed the Index in both periods reviewed. Based on their review and
their discussion with the portfolio managers of the Portfolio, the trustees
concluded that the Portfolio's relative performance over time was
understandable.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was significantly higher
than the Expense Group median and materially lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was satisfactory.
AllianceBernstein Small-Mid Cap Value Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 17 to 15 funds
(depending on the period) and as compared to a Performance Universe of 112 to
101 funds (depending on the period), and as compared to the Russell 2500 Value
Index (the "Index") for periods ended November 30, 2006 for the 1-year and
since inception periods. The trustees noted that in the Performance Group and
Performance Universe comparisons the Portfolio was in the 5th quintile in the
1-year and since inception periods. The comparative information showed that the
Portfolio underperformed the Index in both periods reviewed. Based on their
review and their recent discussions with the portfolio managers of the
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 207
Portfolio, the trustees concluded that the Portfolio's relative performance
over time was understandable.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly lower than
the Expense Group median and somewhat lower than the Expense Universe median.
The trustees concluded that the Portfolio's non-advisory expense ratio was
satisfactory.
AllianceBernstein Small-Mid Cap Growth Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 19 to 18 funds
(depending on the period) and as compared to a Performance Universe of 203 to
182 funds (depending on the period), and as compared to the Russell 2500 Growth
Index (the "Index"). The trustees noted that in the Performance Group
comparison the Portfolio was in the 3rd quintile in the 1-year period and 2nd
quintile in the since inception period and in the Performance Universe
comparison the Portfolio was in the 3rd quintile in the 1-year period and 1st
quintile in the since inception period. The comparative information showed that
the Portfolio underperformed the Index in the 1-year period and outperformed
the Index in the since inception period. Based on their review, the trustees
concluded that the Portfolio's relative performance over time had been
satisfactory.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was materially lower than
the Expense Group and Expense Universe medians. The trustees concluded that the
Portfolio's non-advisory expense ratio was satisfactory.
AllianceBernstein Short Duration Bond Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 14 funds and as compared
to a Performance Universe of 95 to 94 funds (depending on the period), and as
compared to the Merrill Lynch 1-3 Year Treasury Index (the "Index"). The
trustees noted that in the Performance Group and Performance Universe
comparisons the Portfolio was in the 4th quintile in the 1-year and since
inception periods. The comparative information showed that the Portfolio
outperformed the Index in both periods reviewed. Based on their review, the
trustees concluded that the Portfolio's relative performance over time had been
satisfactory.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly lower than
the Expense Group median and significantly lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was satisfactory.
208 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AllianceBernstein Intermediate Duration Bond Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 18 funds and as compared
to a Performance Universe of 193 to 181 funds (depending on the period), and as
compared to the Lehman Brothers Aggregate Bond Index (the "Index"). The
trustees noted that in the Performance Group and Performance Universe
comparisons the Portfolio was in the 5th quintile in the 1-year period and 4th
quintile in the since inception period. The comparative information showed that
the Portfolio underperformed the Index in the 1-year period and outperformed
the Index in the since inception period. Based on their review and their recent
discussions with the portfolio managers of the Portfolio, the trustees
concluded that the Portfolio's relative performance over time had been
understandable.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was significantly higher
than the Expense Group median and somewhat lower than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was acceptable.
AllianceBernstein Inflation Protected Securities Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 10 funds and as compared
to a Performance Universe of 48 to 44 funds (depending on the period), and as
compared to the Lehman 1-10 Year TIPS Index (the "Index"). The trustees noted
that in the Performance Group comparison the Portfolio was in the 5th quintile
in the 1-year period and 4th quintile in the since inception period and in the
Performance Universe comparison the Portfolio was in the 5th quintile in the
1-year period and 3rd quintile in the since inception period. The comparative
information showed that the Portfolio underperformed the Index in the 1-year
period and outperformed the Index in the since inception period. Based on their
review and their recent discussions with the portfolio manager of the
Portfolio, the trustees concluded that the Portfolio's relative performance
over time was understandable.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly lower than
the Expense Group median and the same as the Expense Universe median. The
trustees concluded that the Portfolio's non-advisory expense ratio was
satisfactory.
AllianceBernstein High-Yield Portfolio
Investment Performance. The trustees reviewed information showing performance
of the Portfolio as compared to a Performance Group of 17 funds and as compared
to a Performance Universe of 138 to 128 funds (depending on the
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 209
period), and as compared to the Lehman Brothers High Yield Index (2%
constrained) (the "Index"). The trustees noted that in the Performance Group
and Performance Universe comparisons the Portfolio was in the 4th quintile in
the 1-year period and 5th quintile in the since inception period. The
comparative information showed that the Portfolio underperformed the Index in
both periods reviewed. Based on their review and their discussions of the
reasons for the Portfolio's recent underperformance with the portfolio managers
and representatives of the Adviser, the trustees retained confidence in the
Adviser's ability to advise the Portfolio and concluded that the Portfolio's
investment performance was understandable. The trustees informed the Adviser
that they planned to closely monitor the Portfolio's performance.
Total Non-Advisory Expenses. The information reviewed by the trustees showed
that the Portfolio's total non-advisory expense ratio was slightly higher than
the Expense Group median and significantly higher than the Expense Universe
median. The trustees concluded that the Portfolio's non-advisory expense ratio
was acceptable.
Economies of Scale
Since the Advisory Agreement does not provide for any compensation to be paid
to the Adviser by the Portfolios, the trustees did not consider the extent to
which fee levels in the Advisory Agreement reflect economies of scale. They did
note, however, that the fee schedules for the Investing Funds that are
registered investment companies incorporate breakpoints.
210 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The Following Senior Officer's Fee Summaries Are Not Part Of The Shareholder
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 AllianceBernstein L.P. (the "Adviser") and AllianceBernstein
Pooling Portfolios (the "Trust") in respect of AllianceBernstein Global
Research Growth Portfolio and AllianceBernstein Global Value Portfolio (each a
"Portfolio" and collectively the "Portfolios"), prepared by Philip L. Kirstein,
the Trust's Senior Officer, for the Trustees of the Trust, as required by an
August 2004 agreement between the Adviser and the New York State Attorney
General.(2) It should be noted that both of these Portfolios have not yet
commenced operations. The Senior Officer's evaluation of the investment
advisory agreement is not meant to diminish the responsibility or authority of
the Board of Trustees to perform its duties pursuant to Section 15 of the
Investment Company Act of 1940 (the "40 Act") and applicable state law. The
purpose of the summary is to provide shareholders with a synopsis of the
independent evaluation of the reasonableness of the advisory fees proposed by
the Adviser which was provided to the trustees in connection with their review
of the proposed initial approvals of the investment advisory agreement as
applicable to the Portfolios.
The Trust is designed to facilitate a "blended style" investment approach,
which represents a variety of asset classes and investment styles.(3) The Trust
is available for investment only to institutional clients of the Adviser,
including both registered investment companies and large managed separate
accounts.
The Portfolios will not pay a fee to the Adviser or its affiliates for
advisory, transfer agency and distribution related services. The Adviser and
its affiliates, including the transfer agent and principal underwriter of the
Trust, will be indirectly compensated for their services to the Portfolios by
the fees that they will receive for their services rendered to the investment
companies and certain other large institutional accounts that invest in the
Portfolios.
(1) It should be noted that the information in the fee summary was completed
on April 24, 2006 and presented to the Board of Trustees on May 2, 2006 in
accordance with the Assurance of Discontinuance between the New York State
Attorney General and the Adviser.
(2) Future references to the Portfolios do not include "AllianceBernstein."
(3) The other Pooling Portfolios that are not discussed in this evaluation are
U.S. Value Portfolio, U.S. Large Cap Growth Portfolio, Global Real Estate
Investment Portfolio, International Value Portfolio, International Growth
Portfolio, Small-Mid Cap Value Portfolio, Small-Mid Cap Growth Portfolio, Short
Duration Bond Portfolio, Intermediate Duration Bond Portfolio, Inflation
Protected Securities Portfolio and High-Yield Portfolio.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 211
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 Portfolios grow larger; and
6. Nature and quality of the Adviser's services including the performance
of the Portfolios.
ADVISORY FEES AND EXPENSE CAPS & RATIOS
The Portfolios will not pay a fee to the Adviser for advisory services.
However, the Adviser will be indirectly compensated for its services to the
Portfolios by institutional clients (initially, a series of AllianceBernstein
Blended Style Series, Inc.) that invest in the Portfolios. The Adviser expects
that establishing the components of this service as Pooling Portfolios will
enable the Adviser to make the service more widely available to other
institutional investors. Set forth below is the proposed advisory fee schedule
of the series of AllianceBernstein Blended Style Series, Inc. that will
initially invest in the Portfolios:
Advisory Fee Based on % of
Fund Average Daily Net Assets
- -------------------------------------------------------------------------------
AllianceBernstein Blended
Style Series, Inc.- First $2.5 billion 0.75%
Global Blend Portfolio Next $2.5 billion 0.65%
Excess of $5 billion 0.60%
The Adviser has agreed to reimburse the Portfolios, if the Portfolios' total
operating expense ratios exceed the expense caps set forth below for the
Portfolios. The waiver extends until August 31, 2007 and will automatically
extend for additional one-year terms unless terminated by the Adviser upon at
least 60 days written notice prior to the termination date of the undertaking.
Portfolio Expense Cap
- -------------------------------------------------------------------------------
Global Research Growth Portfolio 0.15%
Global Value Portfolio 0.15%
I. MANAGEMENT FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS
The management fees charged to investment companies which the Adviser manages
and sponsors are normally higher than those charged to similar sized
institutional accounts, including pension plans and sub-advised investment
212 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
companies. The fee differential reflects, among other things, different
services provided to such clients, and different liabilities assumed. Services
that will be provided by the Adviser to the Portfolios that are not provided to
non-investment company clients will 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 Trust'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
Portfolios will be more costly than those for institutional assets due to the
greater complexities and time required for investment companies. 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 that have substantially similar
investment styles as the Portfolios. In addition to the AllianceBernstein
Institutional fee schedule, set forth below are what would have been the
effective advisory fees of the Portfolios had the AllianceBernstein
Institutional fee schedule been applicable to the Portfolios.
Assumed
Initial AllianceBernstein (AB ) Effective
Net Assets Institutional (Inst.) AB Inst.
Portfolio ($MIL) Fee Schedule Adv. Fee
- -------------------------------------------------------------------------------
Global Research $50.0 Global Research 0.700%
Growth Portfolio Growth Schedule
80 bp on 1st $25 m
60 bp on next $25 m
50 bp on next $50 m
40 bp on the balance
Minimum account size $50 m
Global Value
Portfolio $50.0 Global Value 0.700%
80 bp on 1st $25 million
60 bp on next $25 million
50 bp on next $50 million
40 bp on the balance
Minimum account size: $25 m
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 213
The Adviser also manages the AllianceBernstein Mutual Funds. Certain of the
AllianceBernstein Mutual Funds have substantially similar investment styles as
the Portfolios and their fee schedules are as follows:
AllianceBernstein
Portfolio Mutual Fund Fee
- -------------------------------------------------------------------------------
Global Research Growth AllianceBernstein 0.75% on first $2.5 billion
Portfolio Global Research 0.65% on next $2.5 billion
Growth Fund, Inc. 0.60% on the balance
Global Value Portfolio AllianceBernstein Trust- 0.75% on first $2.5 billion
Global Value Fund 0.65% on next $2.5 billion
0.60% on the balance
The AllianceBernstein Variable Products Series Fund, Inc. ("AVPS"), which is
managed by the Adviser and is available through variable annuity and variable
life contracts offered by other financial institutions, offers investors the
option to invest in a portfolio that has a substantially similar investment
style as the Global Research Growth Portfolio. The following table shows the
fee schedule of such AVPS portfolio:
Portfolio AVPS Portfolio Fee Schedule
- -------------------------------------------------------------------------------
Global Research Growth Global Research Growth 0.75% on first $2.5 billion
Portfolio 0.65% on next $2.5 billion
0.60% on the balance
The Adviser also manages and sponsors retail mutual funds, which are organized
in jurisdictions outside the United States, generally Luxembourg and Japan, and
sold to non-United States resident investors. The Adviser charges the following
"all-in" fees for Global Value and Global Growth, which have somewhat similar
investment strategies as the Portfolios:
Fund Fee(4)
- -------------------------------------------------------------------------------
Global Value 1.50%
Global Growth 1.70%
The Adviser represented that it does not sub-advise any registered investment
companies with a similar investment style as the Portfolios.
(4) The "all-in" fees shown are for the Class A shares of Global Value and
Global Growth. Each fund's "all-in" fee includes a fee for investment advisory
services and a separate fee for distribution related services.
214 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.
As previously mentioned, the Adviser will not be directly paid an advisory fee
by the Portfolios. However, the Adviser will be compensated for its services by
investment companies and other large institutional accounts advised by the
Adviser that invest in the Portfolios.(5)
Lipper, Inc. ("Lipper"), an analytical service that is not affiliated with the
Adviser analyzed the total expense ratios of the Portfolios in comparison to
the Portfolios' Lipper Expense Groups(6) and Lipper Expense Universes.(7)
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 Portfolio. The result of that analysis is set forth
below:
Expense Lipper Lipper Lipper Lipper
Ratio Group Group Universe Universe
Portfolio (%) Median (%) Rank Median (%) Rank
- --------------------------------------------------------------------------
Global Research
Growth
Portfolio(8) 0.150 0.298 2/12 0.195 65/169
Global Value
Portfolio(8) 0.150 0.226 3/14 0.112 67/125
III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO
THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.
See discussion below in Section IV.
(5) However, it would be worth noting the Lipper advisory fee comparisons of
similar funds, such as AllianceBernstein Global Research Growth Fund, Inc. and
AllianceBernstein Trust - Global Value Fund, which the Adviser manages and
charges an advisory fee levied in the "normal" manner. See the Summary of
Senior Officer's Evaluation of Investment Advisory Agreement for these
AllianceBernstein Mutual Funds.
(6) Lipper 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. A Lipper Expense Group will typically
consist of seven to twenty funds.
(7) 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.
(8) Since the Portfolio does not charge an advisory fee, the Portfolio's
anticipated total expense ratio is compared to the non-management fee ratio,
which excludes management fees, 12b-1 fees and non 12b-1 service fees, of other
peers that charge an advisory fee of the Lipper Expense Group.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 215
IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH
SERVICES.
Since the Portfolios have not yet commenced operations, there is no information
regarding the Adviser's profitability for the services that the Adviser will
provide to the Portfolios. It should be noted that a consultant was retained by
the Senior Officer to work with the Adviser's personnel to align the Adviser's
two profitability reporting systems. The alignment, which now has been
completed, will allow the Adviser's management and the Trustees to receive
consistent presentations of financial results and profitability although the
two profitability reporting systems operate independently. Since the Portfolios
will not be charged a fee for advisory, transfer agency and distribution
related services, no direct profit will be earned by the Advisor and its
affiliates for these services.
The Adviser will profit indirectly from the Portfolios through the fees that it
will receive from the institutional clients that invest in the Portfolios.
Indirect profits include profits from managing the assets of institutional
clients and the provision by affiliates of transfer agency and distribution
related services.
The Adviser will profit directly from commissions generated from any brokerage
transaction effected by the Portfolios through the Adviser's affiliates,
Sanford C. Bernstein & Co., LLC ("SCB & Co.") and Sanford C. Bernstein Limited
("SCB Ltd.") in the U.K., collectively "SCB." The Adviser represented that
SCB's profitability from business conducted with the Portfolios will be
comparable to the profitability of SCB's dealings with other comparable
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, which will include the Portfolios. These credits and
charges are not being passed on to any SCB client. The Adviser also receives
certain soft dollar benefits from brokers that execute agency trades for the
Portfolios and other clients. These soft dollar benefits reduce the Adviser's
cost of doing business and increase its profitability.
V. POSSIBLE ECONOMIES OF SCALE
Although the Portfolios will not be charged an advisory fee, it is still worth
considering information on possible economies of scale. The Adviser has
indicated that the breakpoints in the fee schedules of the institutional
clients of the Adviser that are invested in the Portfolios 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
216 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
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 Trustees 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 a fund's assets exceeds its
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 $617 billion as of March 31, 2006, the Adviser
has the investment experience to manage and provide non-investment services
(described in Section II) to the Portfolios.
Since there is no historical performance information for the Portfolios it is
worth considering the performance information of funds managed by the Adviser
that have substantially similar investment styles as the Portfolios. The
following table shows the 1 and 3 year performance rankings of
AllianceBernstein Global Research Growth Fund, Inc. and AllianceBernstein Trust
- - Global Value Fund, whose investment styles are substantially similar to the
Portfolios, relative to these fund's Lipper Performance Groups and Lipper
Performance Universes for the periods ended December 31, 2005.(9)
AllianceBernstein Global
Research Growth Fund, Inc. Group Universe
- -------------------------------------------------------------------------------
1 year 1/4 3/12
3 year 1/4 1/10
AllianceBernstein Trust-
Global Value Fund Group Universe
- -------------------------------------------------------------------------------
1 year 2/4 5/11
3 year 2/4 4/9
(9) The performance rankings are for the Class A shares of the
AllianceBernstein Mutual Funds.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 217
Set forth below are the 1, 3 year and since inception performance returns of
the two funds managed by the Adviser that have substantially similar investment
styles as the Portfolios for the periods ending December 31, 2005:(10)
Periods Ending December 31, 2005
Annualized Performance
- -------------------------------------------------------------------------------
1 3 Since
Fund Year Year Inception
- -------------------------------------------------------------------------------
AllianceBernstein Global Research
Growth Fund, Inc. 15.82 20.41 16.90
MSCI World Index (Net) 9.49 18.69 14.84
MSCI World Growth (Net) 9.41 15.83 12.65
AllianceBernstein Trust-
Global Value Fund 14.57 22.26 9.25
MSCI World Index (Net) 9.49 18.69 5.30
CONCLUSION:
Based on the factors discussed above the Senior Officer's conclusion is that
the proposed fees for the Portfolios are 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 an
evaluation of all of these factors and no single factor was dispositive.
Dated: June 7, 2006
(10) The performance returns for the Class A shares of the AllianceBernstein
Mutual Funds were provided by the Adviser.
218 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The Following Senior Officer's Fee Summaries Are Not Part Of The Shareholder
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 AllianceBernstein L.P. (the "Adviser") and AllianceBernstein
Pooling Portfolios (the "Trust" or the "Pooling Portfolios") in respect of the
following Portfolios:(2)
- - U.S. Value Portfolio
- - U.S. Large Cap Growth Portfolio
- - Global Real Estate Investment Portfolio
- - International Value Portfolio
- - International Growth Portfolio
- - Small-Mid Cap Value Portfolio
- - Small-Mid Cap Growth Portfolio
- - Short Duration Bond Portfolio
- - Intermediate Duration Portfolio
- - Inflation Protected Securities Portfolio
- - High Yield Portfolio
The Trust, which is designed to facilitate a "blended style" investment
approach, represents a variety of asset classes and investment styles, and is
available for investment only to institutional clients of the Adviser,
including both registered investment companies and institutional accounts.
This summary of the evaluation was prepared by Philip L. Kirstein, the Senior
Officer of the Trust, for the Trustees of the Trust, as required by an August
2004 agreement between the Adviser and the New York State Attorney General (the
"NYAG"). The Senior Officer's evaluation of the Investment Advisory Agreement
is not meant to diminish the responsibility or authority of the Board of
Trustees of the Trust to perform its duties pursuant to Section 15 of the
Investment Company Act of 1940 (the "40 Act") and applicable state law. The
purpose of the summary is to provide shareholders with a synopsis of the
independent evaluation of the reasonableness of the advisory fees proposed to
be paid by the Portfolios which was provided to the Trustees in connection with
their
(1) It should be noted that the information in the fee summary was completed
on January 23, 2007 and presented to the Board of Trustees on February 6-8,
2007. This "stub" approval was necessary to align the contract renewal calendar
of AllianceBernstein Pooling Portfolios with that of other funds of the same
asset classes managed by the Adviser.
(2) Future references to the Portfolios do not include "AllianceBernstein."
The two Portfolios of the Trust that are not discussed in this evaluation are
Global Research Growth Portfolio and Global Value Portfolio.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 219
review of the proposed approval of the continuance of the Investment Advisory
Agreement. The Senior Officer's evaluation considered the following factors:
1. Advisory fees charged to institutional and other clients of the Adviser
for like services;
2. Advisory fees charged by other mutual fund companies for like services;
3. Costs to the Adviser and its affiliates of supplying services pursuant
to the advisory agreements, excluding any intra-corporate profit;
4. Profit margins of the Adviser and its affiliates from supplying such
services;
5. Possible economies of scale as the Portfolios grow larger; and
6. Nature and quality of the Adviser's services including the performance
of the Portfolios.
PORTFOLIO ADVISORY FEES & EXPENSE RATIOS
Under the Investment Advisory Agreement, the Portfolios are not charged an
advisory fee. The investment advisory contract also does not provide for the
Adviser to be reimbursed for the cost of providing non-advisory services, which
would include administration, distribution and transfer agent related services,
although the transfer agent of the Portfolios is reimbursed for out of pocket
expenses. The Adviser is compensated by institutional clients of the Adviser
(the "Institutional Clients") that invest in the Pooling Portfolios. These
clients include the AllianceBernstein Blended Style Series,
Inc.--AllianceBernstein Retirement Strategies ("Retirement Strategies")(3),
certain series of The AllianceBernstein Portfolios--AllianceBernstein Wealth
Strategies ("Wealth Strategies")(4), AllianceBernstein Blended Style Series,
Inc.--U.S. Large Cap Portfolio ("U.S. Large Cap Portfolio") and the Rhode
Island Higher Education Savings Trust (referred to herein as
"CollegeBoundfund"). Set forth below are the advisory fee schedules of the
Institutional Clients that invests in the Pooling Portfolios.
(3) Includes AllianceBernstein 2000 Retirement Strategy, AllianceBernstein
2005 Retirement Strategy, AllianceBernstein 2010 Retirement Strategy,
AllianceBernstein 2015 Retirement Strategy, AllianceBernstein 2020 Retirement
Strategy, AllianceBernstein 2025 Retirement Strategy, AllianceBernstein 2030
Retirement Strategy, AllianceBernstein 2035 Retirement Strategy,
AllianceBernstein 2040 Retirement Strategy and AllianceBernstein 2045
Retirement Strategy. Future references to the Retirement Strategies do not
include "AllianceBernstein."
(4) Includes AllianceBernstein Balanced Wealth Strategy, AllianceBernstein
Wealth Appreciation Strategy, AllianceBernstein Wealth Preservation Strategy.
Future references to the Wealth Strategies do not include "AllianceBernstein."
220 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
AllianceBernstein Blended Style Series, Inc.--AllianceBernstein Retirement
Strategies
Each of the Retirement Strategies pays an advisory fee correlated to the
percentage of equity investments held by the Retirement Strategy. This fee is
discounted by a certain percentage depending on the asset level of the
Retirement Strategy as indicated below:
% Invested in Equity Investments Advisory Fee
- -------------------------------------------------------------------------------
Equal to or less than 60% 0.55%
Greater than 60% and less than 80% 0.60%
Equal to or greater than 80% 0.65%
Net Asset Level Discount
- -------------------------------------------------------------------------------
Assets equal to or less than $2.5 billion n/a
Assets greater than $2.5 billion and less than $5 billion 10 basis points
Assets greater than $5 billion 15 basis points
For example, a Retirement Strategy that invests less than 60% of its net assets
in equities will pay 0.55% for its first $2.5 billion in net assets, 0.45% for
its net assets greater than $2.5 billion and equal to or less than $5 billion
and 0.40% for its net assets in excess of $5 billion. The advisory fee that is
currently charged by the Adviser for each Retirement Strategy's first $2.5
billion in net assets based on the aforesaid fee schedule is as follows:
Advisory Fee Based on % of
Retirement Strategy Average Daily Net Assets
- -------------------------------------------------------------------------------
2000 Retirement Strategy 0.55%
2005 Retirement Strategy 0.55%
2010 Retirement Strategy 0.60%
2015 Retirement Strategy 0.60%
2020 Retirement Strategy 0.65%
2025 Retirement Strategy 0.65%
2030 Retirement Strategy 0.65%
2035 Retirement Strategy 0.65%
2040 Retirement Strategy 0.65%
2045 Retirement Strategy 0.65%
AllianceBernstein Blended Style Series, Inc.--U.S. Large Cap Portfolio, The
AllianceBernstein Portfolios--AllianceBernstein Wealth Strategies
U.S. Large Cap Portfolio and the Wealth Strategies are charged by the Adviser
an advisory fee based on a percentage of each fund's average daily net assets:
Advisory Fee Based on % of
Fund Average Daily Net Assets
- -------------------------------------------------------------------------------
U.S. Large Cap Portfolio First $2.5 billion 0.65%
Next $2.5 billion 0.55%
Excess of $5 billion 0.50%
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 221
Advisory Fee Based on % of
Fund Average Daily Net Assets
- -------------------------------------------------------------------------
Wealth Appreciation Strategy First $2.5 billion 0.65%
Next $2.5 billion 0.55%
Excess of $5 billion 0.50%
Balanced Wealth Strategy First $2.5 billion 0.55%
Next $2.5 billion 0.45%
Excess of $5 billion 0.40%
Wealth Preservation Strategy First $2.5 billion 0.55%
Next $2.5 billion 0.45%
Excess of $5 billion 0.40%
CollegeBoundfund
The Adviser serves as the program manager of the CollegeBoundfund, a 529
college-savings plan. Services provided by the Adviser as program manager for
CollegeBoundfund include managing the assets of each Education Strategy of the
plan that may invest in a combination of the Pooling Portfolios (the
"Underlying Portfolios"), performing administrative related functions,
servicing shareholder accounts, providing customer service to participants,
maintaining the program and developing/updating a website where participants
can access their personal accounts. As program manager, the Adviser is paid a
program management fee equal to the total expense ratio (fixed) of each
Education Strategy minus the weighted average of the expenses of the Underlying
Portfolios in which the Strategy is invested. The weighted average of the
expenses of the Underlying Portfolios may fluctuate over time, resulting in the
increase or decrease of the program management fee since the total expense
ratio is constant. Set forth below is a table showing the total expense ratios
of the Education Strategies as of November 30, 2006.
Total Expense
Portfolios Ratio(5)
- -------------------------------------------------------------------------------
Age-Based Education Strategies
Age-Based Aggressive 2005-2007 0.94%
Age-Based Aggressive 2002-2004 0.94%
Age-Based Aggressive 1999-2001 0.90%
Age-Based Aggressive 1996-1998 0.86%
Age-Based Aggressive 1993-1995 0.82%
Age-Based Aggressive 1990-1992 0.78%
Age-Based Aggressive 1987-1989 0.74%
Age-Based Aggressive 1984-1986 0.74%
Age-Based Aggressive Pre-1984 0.74%
(5) The total expense ratios do not include an annual distribution fee of
0.25% payable to AllianceBernstein Investments, Inc., the program distributor
and an affiliate of the Adviser, which is applied only to certain accounts that
are established with the involvement of a financial adviser ("FA"). This charge
is to fund compensation payable in the same amount by ABI to the FA for the
FA's services after such account is open at least one year.
222 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Total Expense
Portfolios Ratio(5)
- -------------------------------------------------------------------------------
Age-Based 2005-2007 0.92%
Age-Based 2002-2004 0.88%
Age-Based 1999-2001 0.84%
Age-Based 1996-1998 0.80%
Age-Based 1993-1995 0.78%
Age-Based 1990-1992 0.76%
Age-Based 1987-1989 0.72%
Age-Based 1984-1986 0.72%
Age-Based Pre-1984 0.72%
Fixed Based Education Strategies
Appreciation 0.94%
Balanced 0.80%
Preservation 0.72%
Set forth below are the most recent fiscal year and total expense ratios of the
Portfolios. It should be noted that from inception of the Portfolios through
August 31, 2006, except for U.S. Value Portfolio and U.S. Large Cap Growth
Portfolio, the Adviser voluntarily agreed to limit total operating expenses of
the Portfolios to ensure that their total expense ratios not exceed 15 basis
points (20 basis points in respect to High Yield Portfolio). During the most
recently completed fiscal year, none of the Portfolios operated above their
expense caps. For the current fiscal year those expense limitations are no
longer in effect.
Total Fiscal
Expense Year
Portfolio Ratio End
- -------------------------------------------------------------------------------
U.S. Value Portfolio 0.04% August 31
U.S. Large Cap Growth Portfolio 0.04% August 31
Global Real Estate Investment Portfolio 0.09% August 31
International Value Portfolio 0.10% August 31
International Growth Portfolio 0.11% August 31
Small-Mid Cap Value Portfolio 0.07% August 31
Small-Mid Cap Growth Portfolio 0.07% August 31
Short Duration Bond Portfolio 0.05% August 31
Intermediate Duration Portfolio 0.06% August 31
Inflation Protected Securities Portfolio 0.07% August 31
High Yield Portfolio 0.09% August 31
I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS
Although the Portfolios are not charged an advisory fee, its shareholders,
which include other investment companies and large institutional clients
managed by the Adviser, do pay the Adviser an investment advisory fee for
managing their assets. In this regard, it is worth considering the advisory
fees charged by the Adviser to institutional and other clients. The management
fees charged to investment companies that the Adviser manages and sponsors are
normally higher than those charged to similar sized institutional accounts,
including pension plans and sub-advised investment companies. The fee
differential reflects,
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 223
among other things, different services provided to such clients and different
liabilities assumed. Services provided by the Adviser to investment companies,
including the Portfolios, that are not provided to non-investment company
clients and sub-advised investment companies include providing office space and
personnel to serve as Fund Officers, who among other responsibilities make the
certifications required under the Sarbanes-Oxley Act of 2002, and coordinating
with and monitoring third party service providers such as Fund counsel,
auditors, custodians, transfer agents and pricing services. The accounting,
administrative, legal and compliance requirements for investment companies are
more costly than those for institutional accounts due to the greater
complexities and time required for investment companies, although a portion of
the administrative expense of certain Institutional Clients that are investment
companies are reimbursed by the Adviser to those Institutional Clients. It
should be noted that those reimbursement agreements do not exist with respect
to the Pooling Portfolios. In addition, managing the cash flow of an investment
company may be more difficult than that of a stable pool of assets, such as an
institutional account with little cash movement in either direction,
particularly if the investment company experiences a net redemption and the
Adviser is forced to sell securities to raise cash for the redemption. However,
managing an investment company with positive cash flow may be easier at times
than managing a stable pool of assets. Finally, in recent years, investment
advisers have been sued by institutional clients and have suffered reputational
damage both by the attendant publicity and outcomes other than complete
victories. Accordingly, the legal and reputational risks associated with
institutional accounts are greater than previously thought, although still not
equal to those related to the mutual fund industry.
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 that have substantially similar
investment styles as the Portfolios.6 In addition to the AllianceBernstein
Institutional fee schedule, set forth below are what would have been the
effective advisory fees of certain of the Portfolios had the AllianceBernstein
Institutional fee schedule been applicable to those Portfolios based on
November 30, 2006 net assets,
(6) The Adviser has indicated that with respect to institutional accounts with
assets greater than $300 million, it will negotiate a fee schedule. Discounts
that are negotiated vary based upon each client relationship.
224 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
although it should be noted that the Portfolios are not charged an advisory fee
by the Adviser.
Portfolio Effective
Net Assets AllianceBernstein (AB) AB Inst. Portfolio
11/30/06 Institutional (Inst.) Advisory Advisory
Portfolio ($MIL) Fee Schedule Fee Fee
- -------------------------------------------------------------------------------
U.S. Value $2,046.5 Diversified Value Schedule 0.264% 0.000%
Portfolio 65 bp on 1st $25 million
50 bp on next $25 million
40 bp on next $50 million
30 bp on next $100 million
25 bp on the balance
Minimum Account Size: $2 m
U.S. Large Cap $2,003.2 U.S. Large Cap Growth 0.266% 0.000%
Growth Portfolio Schedule
80 bp on 1st $25 million
50 bp on next $25 million
40 bp on next $50 million
30 bp on next $100 million
25 bp on the balance
Minimum Account Size: $10 m
Global Real $972.3 Domestic REIT Strategy 0.415% 0.000%
Estate 70 bp on 1st $25 million
Investment 60 bp on next $25 million
Portfolio(7) 50 bp on next $25 million
Minimum Account Size: $10m
International $1,118.4 International Strategic 0.518% 0.000%
Value Portfolio Value Schedule
90 bp on 1st $25 million
70 bp on next $25 million
60 bp on next $50 million
50 bp on the balance
Minimum Account Size: $25m
International $1,001.2 International Large 0.420% 0.000%
Growth Portfolio Cap Growth Schedule
80 bp on 1st $25 million
60 bp on next $25 million
50 bp on next $50 million
40 bp on the balance
Minimum Account Size: $25 m
(7) It should be noted that the Portfolio's investment guidelines are not as
restrictive as that of the institutional strategy. The Portfolio may invest in
equity securities of non-U.S. real estate investment trusts ("REITS") and other
non-U.S. real estate industry companies in contrast to the institutional
strategy, which invests primarily in equities of U.S. REITS and other U.S. real
estate industry companies.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 225
Portfolio Effective
Net Assets AllianceBernstein (AB) AB Inst. Portfolio
11/30/06 Institutional (Inst.) Advisory Advisory
Portfolio ($MIL) Fee Schedule Fee Fee
- -------------------------------------------------------------------------------
Small-Mid Cap $508.5 Small & Mid Cap 0.589% 0.000%
Value Portfolio Value Schedule
95 bp on 1st $25 million
75 bp on next $25 million
65 bp on next $50 million
55 bp on the balance
Minimum Account Size: $10m
Small-Mid Cap $503.2 SMID Cap Growth Schedule 0.590% 0.000%
Growth Portfolio 95 bp on 1st $25 million
75 bp on next $25 million
65 bp on next $50 million
55 bp on the balance
Minimum Account Size: $10m
Short Duration $1,038.1 Short Duration Schedule 0.167% 0.000%
Bond Portfolio 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: $20m
Intermediate $1,193.2 U.S. Core Plus Schedule 0.165% 0.000%
Duration 40 bp on 1st $20 million
Portfolio 25 bp on next $80 million
20 bp on next $100 million
15 bp on the balance
Minimum Account Size: $20m
Inflation $489.4 U.S. TIPS Strategy Schedule 0.110% 0.000%
Protected 20 bp on 1st $10 million
Securities 15 bp on next $80 million
Portfolio(8) 10 bp on the balance
Minimum Account Size: $20m
High Yield $363.1 High Yield Schedule 0.413% 0.000%
Portfolio 65 bp on 1st $20 million
50 bp on next $20 million
40 bp on next $20 million
35 bp on the balance
Minimum Account Size: $20m
The Adviser manages the AllianceBernstein Mutual Funds, which are open-end
investment companies, and AllianceBernstein Variable Products Series Fund, Inc.
("AVPS"), the portfolios of which are investment options underlying certain
(8) It should be noted that the Portfolio's investment guidelines are not as
restrictive as that of the institutional strategy. The Portfolio may invest in
non-U.S. Treasury inflation-protected securities, in contrast to the
institutional strategy, which invests primarily in U.S. Treasury
inflation-protected securities.
226 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
variable annuity and variable life insurance contracts issued by various
insurance companies. The advisory schedules 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 with
almost all of the 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
The Adviser manages Sanford C. Bernstein Fund, Inc. ("SCB Fund"), an open-end
management investment company. Certain portfolios of SCB Fund have a somewhat
similar investment style as certain of the Pooling Portfolios and their
advisory fee schedules are set forth below:
Portfolio SCB Fund Portfolio Fee Schedule
- ------------------------------------------------------------------------------
Short Duration Bond Short Duration Plus 50 bp on 1st $250 million
Portfolio Portfolio 45 bp on next $500 million
40 bp thereafter
Intermediate Duration Intermediate Duration 50 bp on 1st $1 billion
Bond Portfolio Portfolio 45 bp on next $2 billion
40 bp on next $2 billion
35 bp thereafter
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 227
The Adviser also manages and sponsors retail mutual funds, which are organized
in jurisdictions outside the United States, generally Luxembourg and Japan, and
sold to non-United States resident investors. The Adviser charges the following
fees for the Luxembourg funds that have a somewhat similar investment style as
certain of the Portfolios:
Portfolio Luxembourg Fund Fee(9)
- -------------------------------------------------------------------------------
U.S. Value Portfolio American Value Portfolio
Class A 1.50%
Class I (Institutional) 0.70%
International Value Portfolio Global Value Portfolio
Class A 1.50%
Class I (Institutional) 0.70%
High Yield Portfolio U.S. High Yield Portfolio
Class A 1.55%
Class I (Institutional) 0.75%
The Alliance Capital Investment Trust Management mutual funds ("ACITM"), which
are offered to investors in Japan, have an "all-in" fee to compensate the
Adviser for investment advisory as well as fund accounting and administrative
related services. The fee schedules of the ACITM mutual funds that have a
somewhat similar investment style as certain of the Portfolios are as follows:
Portfolio ACITM Mutual Fund Fee(10)
- -------------------------------------------------------------------------------
U.S. Value Portfolio U.S. Strategic Value(11) 0.688% on first Y3 billion
0.50% on next Y2 billion
0.40% thereafter
U.S. Large Cap Alliance American Premier 0.95%
Growth Portfolio Growth-Hedged /
Non-Hedged
Alliance American Premier 0.70%
Growth F / FB / FVA(11)
International Value Alliance International 0.10%(12)
Portfolio Diversified Value(11)
(9) Class A shares of the Luxembourg funds are charged an "all-in" fee, which
covers investment advisory and distribution related services.
(10) The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on
January 8, 2009 by Reuters was Y118.75 per $1. At that currency exchange rate,
every Y1 billion would be equivalent to approximately $8.4 million.
(11) This ACITM fund is privately placed or institutional.
(12) In addition to the 0.10%, the Adviser charges the institutional account
0.5175% for the first Y2.5 billion, 0.375% for the next Y2.5 billion, 0.3275%
for the next Y2.5 billion, 0.28% for the next Y10 billion and 0.185% thereafter.
228 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Portfolio ACITM Mutual Fund Fee(10)
- ------------------------------------------------------------------------------
International Value AllianceBernstein 0.30%(13)
Portfolio (continued) International Value
Equity A(11)
AllianceBernstein Kokusai 0.70%
Value Stock(11)
Bernstein Kokusai 0.95% on first Y1 billion
Strategic Value(11) 0.85% on next Y1.5 billion
0.70% on next Y2.5 billion
0.60% on next Y5 billion
0.50% thereafter
High Yield Portfolio High Yield Open Fund 1.00%
The Adviser provides sub-advisory services to certain other investment
companies managed by other fund families. The Adviser charges the fees set
forth below for each of these sub-advisory relationships. Note that certain of
these sub-advised accounts may have an investment style that is somewhat
similar (not identical) as that of the Portfolios.
Portfolio Sub-advised Fund Fee Schedule(14)
- -------------------------------------------------------------------------------
U.S. Value Portfolio Client # 1 0.25% on 1st $500 million
0.20% thereafter
Client # 2(15)
0.50% on 1st $1 billion
0.40% on next $1 billion
0.30% on next $1 billion
0.20% thereafter
Client # 3 0.23% on 1st $300 million
0.20% thereafter
Client # 4 0.35% on 1st $200 million
0.30% thereafter
Client # 5 0.60% on 1st $10 million
0.50% on next $15 million
0.40% on next $25 million
0.30% on next $50 million
0.25% on next $50 million
0.225% on next $50 million
0.20% thereafter
(13) The fund is offered to two institutional clients that are charged a
separate fee for managing their assets in addition to the 0.30%. The first
client is charged 0.33% for the first Yen 2.5 billion, 0.195% for the next
Yen 2.5 billion, 0.105% for the next Yen 5 billion and 0.06% thereafter. The
second client is charged 0.40% for the first Yen 2.5 billion, 0.25% for the
next Yen 2.5 billion, 0.15% for the next Yen 5 billion and 0.10% thereafter.
(14) The advisory fees for each sub-advised account are based on the percentage
of the sub-advised account's net assets, not a combination of any of the
sub-advised accounts shown.
(15) This is a fee schedule of a fund managed by an affiliate of the Adviser.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 229
Portfolio Sub-advised Fund Fee Schedule(14)
- -------------------------------------------------------------------------------
U.S. Value Portfolio Client # 6 0.27% on 1st $300 million
(continued) 0.16% on next $700 million
0.13% thereafter
Client # 7 0.15% on 1st $1 billion
0.14% on next $2 billion
0.12% on next $2 billion
0.10% thereafter
+/- Performance Fee(16)
Client # 8 0.35%
Client # 9 0.20%
Client # 10 0.60% on 1st $10 million
0.50% on next $15 million
0.40% on next $25 million
0.30% on next $50 million
0.25% on next $50 million
0.225% on next $50 million
0.20% on next $50 million
0.175% on next $50 million
0.150% thereafter
U.S. Large Cap Growth Client # 11(17) 0.60% on 1st $1 billion
Portfolio 0.55% on next $500 million
0.50% on next $500 million
0.45% on next $500 million
0.40% thereafter
Client # 12 0.35% on 1st $50 million
0.30% on next $100 million
0.25% thereafter
Client # 13 0.40% on first $300 million
0.37% on next $300 million
0.35% on next $300 million
0.32% on next $600 million
0.25% thereafter
Client # 14 0.35%
U.S. International Client # 15 0.65% on 1st $75 million
Value Portfolio 0.50% on next $25 million
0.40% on next $200 million
0.35% on next $450 million
0.30% thereafter
(16) The performance fee is calculated by multiplying the Base Fee during the
period by an adjustment factor that considers the excess or under performance
of the fund versus its benchmark, the Russell 1000 Value Index, over a
cumulative 36-month period. The fund's annualized effective advisory fee rate
over the most recent four quarterly payments, including base fee plus
performance fee, is 0.12%.
(17) See footnote 15.
230 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Portfolio Sub-advised Fund Fee Schedule(14)
- -------------------------------------------------------------------------------
U.S. International Value Client # 16(17) 0.60% on 1st $1 billion
Portfolio (continued) 0.55% on next $500 million
0.50% on next $500 million
0.45% on next $500 million
0.40% thereafter
Client # 17 0.70% on 1st $25 million
0.45% on next $25 million
0.35% on next $200 million
0.33% thereafter
Client # 18 0.45% on 1st $200 million
0.36% on next $300 million
0.32% thereafter
Client # 19 0.55% on 1st $150 million
0.50% on next $150 million
0.20% thereafter
Client # 20 0.55% on 1st $150 million
0.40% thereafter
Client # 21 0.50%
Client # 22 0.30%
Client # 23 0.22% on 1st $1 billion
0.18% on next $1.5 billion
0.16% thereafter
+/- Performance Fee(18)
Client # 24 0.85% on 1st $10 million
0.75% on next $15 million
0.60% on next $25 million
0.50% on next $50 million
0.40% thereafter
Client # 25 0.60% on 1st $50 million
0.40% on next $50 million
0.30% on next $300 million
0.25% thereafter
U.S. Small Cap-Mid Client # 26 0.50% on 1st $250 million
Value Portfolio 0.45% thereafter
Client # 27 0.72% on 1st $25 million
0.54% on next $250 million
0.50% thereafter
(18) The performance fee is calculated by multiplying the Base Fee during the
period by an adjustment factor that considers the excess or under performance
of the fund versus its benchmark, the Morgan Stanley Capital International All
World Index 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 0.22%.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 231
Portfolio Sub-advised Fund Fee Schedule(14)
- -------------------------------------------------------------------------------
U.S. Small Cap-Mid Value Client # 28 0.80% on 1st $25 million
Portfolio (continued) 0.60% thereafter
Client # 29 1.00% on 1st $10 million
0.875% on next $10 million
0.75% thereafter
U.S. Small Cap-Mid Client # 30(19) 0.60% on 1st $1 billion
Growth Portfolio 0.55% on next $500 million
0.50% on next $500 million
0.45% on next $500 million
0.40% thereafter
Client # 31(19) 0.30%
Client # 32(19) 0.60% on 1st $1 billion
0.55% on next $500 million
0.50% on next $500 million
0.45% on next $500 million
0.40% thereafter
Client # 33 0.65% on 1st $25 million
0.60% on next $75 million
0.55% thereafter
Client # 34 0.75% on 1st $10 million
0.625% on next $10 million
0.50% on next $20 million
0.375% on next $20 million
0.25% thereafter
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 FUNDS COMPANIES FOR LIKE SERVICES.
In the Pooling Portfolios' Senior Officer's evaluation of the Investment
Advisory Agreement, which the Trustees of the Trust reviewed, the Senior
Officer mentioned previous evaluations that were written for the Retirement
Strategies, Wealth Strategies and U.S. Large Cap Portfolio. In those
evaluations, the Senior Officer concluded that the investment advisory
agreement for those Institutional Clients were reasonable and within range of
what would have been negotiated at arms length.
(19) See footnote 15.
232 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
The Pooling Portfolios are not charged an advisory fee. However, as previously
mentioned, the Institutional Clients that invest in the Pooling Portfolios do
pay an advisory fee pursuant to their advisory agreements with the Adviser. The
Adviser believes that the fee paid by the Institutional Clients includes a
portion, referred by the Adviser as the "Implied Advisory Fee," that may be
reasonably viewed as compensation that the Adviser provides to the Pooling
Portfolios. The Adviser further believes that the rate of the Implied Advisory
Fee is the same for each Institutional Client invested in a series of the
Pooling Portfolios.
Because of the Pooling Portfolios' limited availability for investment, open
only to certain institutional clients of the Adviser, the Pooling Portfolios
have virtually zero transfer agent (with exception of certain transfer agent
out of pocket expenses) and distribution fees, in addition to zero advisory
fees. Such expense structure is rare in the industry. The UBS Relationship
Funds, an open-end investment company managed by UBS Global Asset Management
(Americas) Inc., was the only other fund family that was determined by the
Adviser, the Senior Officer and Lipper, Inc. ("Lipper") to have an expense
structure comparable to the Pooling Portfolios.
Since there are not many funds of other fund families that have a similar
expense structure as the Portfolios, Lipper, an analytical service not
affiliated with the Adviser, compared the total expense ratios of the
Portfolios to that of funds of a similar investment classification/objective
with institutional class shares; however, Lipper excluded management, transfer
agent and distribution fees from the total expense ratios of the Portfolios'
peers. Lipper's analysis included the Portfolios' rankings relative to their
respective Lipper Expense Group ("EG") and Lipper Expense Universe ("EU").(20)
Lipper describes an EG as a representative sample of comparable funds. Lipper's
standard methodology for screening funds to be included in an EG entails the
consideration of several fund criteria, including fund type, investment
classification/objective, asset (size) comparability, expense components and
attributes. An EG will typically consist of seven to twenty funds. An EU is a
much broader group, consisting of all institutional classes of funds of the
same investment classification/objective as the subject Portfolio.(21)
With respect to International Value Portfolio, International Growth Portfolio
and Inflation Protected Securities Portfolio, each of those Portfolios'
original
(20) Note that there are limitations on expense category data because different
funds categorize expenses differently.
(21) Except for asset (size) comparability, Lipper uses the same criteria for
selecting a Lipper EG when selecting a Lipper EU. Unlike the Lipper EG, the
Lipper EU allows for the same adviser to be represented by more than just one
fund. In addition, multiple institutional class shares for the Portfolios'
peers are included.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 233
EGs had an insufficient number of comparable peers. Consequently, at the
request of the Adviser and the Senior Officer, Lipper expanded each of those
Portfolios' EGs to include peers that have a similar (but not the same) Lipper
investment classification/objective. However, because Lipper had expanded the
EGs of those Portfolios, under Lipper's standard guidelines, each of the
Portfolios' EUs were also expanded to include the universes of those peers that
had a similar (but not the same) Lipper investment classification/objective.22
The result of Lipper's analysis is set forth below:
Expense Lipper Exp. Lipper Lipper Exp. Lipper
Ratio Group Group Universe Universe
Portfolio (%) Median (%)23 Rank Median (%)23 Rank
- ---------------------------------------------------------------------------------------------------
U.S. Value Portfolio 0.039 0.046 10/15 0.073 24/104
U.S. Large Cap Growth
Portfolio 0.042 0.041 10/17 0.059 51/198
Global Real Estate Investment
Portfolio(24) 0.089 0.049 11/13 0.117 22/57
International Value Portfolio(25) 0.101 0.100 6/16 0.141 31/100
International Growth Portfolio(26) 0.111 0.089 8/12 0.127 25/64
Small-Mid Cap Value Portfolio 0.072 0.074 8/17 0.079 33/75
Small-Mid Cap Growth Portfolio 0.073 0.084 4/19 0.085 58/141
Short Duration Bond Portfolio 0.046 0.047 6/14 0.071 10/59
Intermediate Duration Portfolio 0.058 0.042 12/18 0.062 70/143
Inflation Protected Securities
Portfolio(27) 0.068 0.070 7/14 0.068 9/17
High Yield Portfolio 0.095 0.091 10/17 0.068 76/119
22 It should be noted that the expansion such Portfolios' EUs was not
requested by the Adviser or the Senior Officer. They requested that only the
EGs be expanded.
23 With respect to the Portfolios' peers, the total expense ratios of those
funds are net of management, transfer agent and distribution fees.
24 It should be noted that a significant number of the Portfolios' peers
invest only a minor fraction or none of their assets in non-U.S. REITS or
non-U.S. real estate industry companies, in contrast to the Portfolio, which
invests a substantial portion of its assets internationally. This difference
may have an impact on the Portfolio's expense and performance rankings.
25 The Portfolio's EG includes the Portfolio, nine other International
Multi-Cap Value funds ("IMLV") and six International Large-Cap Growth funds
("ILCC"). The Portfolio's EG includes the Portfolio and all other institutional
funds of IMLV and ILCC, excluding outliers.
26 The Portfolio's EG includes the Portfolio, four other International Large
Cap Growth funds ("ILCG") and seven International Multi-Cap Growth funds
("IMLG"). The Portfolio's EG includes the Portfolio and all other institutional
funds of ILCG and IMLG, excluding outliers.
27 The Portfolio's EG includes the Portfolio, ten other Treasury
Inflation-Protected Security funds ("IUT") and three Short U.S. Treasury funds
("SUT"). The Portfolio's EG includes the Portfolio and all other institutional
funds of IUT and SUT, excluding outliers.
234 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO
THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.
A written request for the Adviser's profitability for each Portfolio was
submitted by the Chairman of the Board to the Adviser. It is contemplated that
the Adviser's profits associated with the utilization of the Pooling Portfolios
will include the indirect profits generated from the advisory and non-advisory
services provided by the Adviser to the Institutional Clients that invest in
the Pooling Portfolios.(28)
IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH
SERVICES.
With the exception of CollegeBoundfund,(29) information regarding the Adviser's
profitability from providing investment advisory services to the Institutional
Clients was provided in the Senior Officer's Fee Evaluation. Based on the
information provided, the Adviser's profitability increased in calendar year
2005 relative to 2004 for each of the Wealth Strategies but decreased for U.S.
Large Cap Portfolio and the Retirement Strategies.(30)
Certain of the Portfolios effected brokerage transactions through the Adviser's
affiliate, Sanford C. Bernstein & Co. LLC, and its U.K. based affiliate,
Sanford C. Bernstein Ltd., (collectively "SCB"), and paid commissions during
the Portfolios' recent fiscal year. The Adviser represented that SCB's
profitability from business conducted with the 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
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.
28 Non-advisory services include transfer agent and distribution related
services.
29 Profitability information prepared in accordance with the methodologies
used in the reports presented to the Boards of the AllianceBernstein Funds is
not currently prepared for CollegeBoundfund.
30 Revenues and net profitability for the Retirement Strategies were negative.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 235
An independent consultant, retained by the Senior Officer, made a presentation
to the Board of Trustees 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, economists, who have written on this subject, had to infer facts
about the costs from the behavior of fund expenses; there was a lack of
consensus among economists as to whether economies of scale were being passed
on to the shareholders.
VI. NATURE AND QUALITY OF THE ADVISER'S SERVICES INCLUDING THE PERFORMANCE OF
THE PORTFOLIOS.
With assets under management of $717 billion as of December 31, 2006, the
Adviser has the investment experience to manage and provide non-investment
services to the Portfolios.
The information in the table below shows the 1 year and since inception(31)
gross performance returns and rankings of the Portfolios relative to their
Lipper Performance Group ("PG") and Lipper Performance Universe ("PU")(32) for
the periods ended November 30, 2006.(33)
Portfolio PG PU PG PU
U.S. Value Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 19.72 17.92 18.37 6/15 50/157
Since Inception 16.91 16.09 17.03 7/15 76/148
U.S. Large Cap Portfolio PG PU PG PU
Growth Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 1.01 6.61 7.24 15/17 217/250
Since Inception 11.70 9.61 10.55 5/16 77/237
31 It should be noted that the underlying data with regards to Lipper's
inception date gross performance return calculation only covers the period from
the nearest month end after inception date through the period end date. In
contrast to Lipper, the Adviser calculates the Portfolios' net performance
using data that includes the partial month. Note that the since inception gross
performance returns calculated by Lipper for U.S. Large Cap Growth Portfolio,
Short Duration Bond Portfolio, Intermediate Duration Bond Portfolio, Inflation
Protected Securities Portfolio and High Yield Portfolio are less than the net
performance returns calculated by the Adviser on pages 26-27. Normally, gross
performance returns are higher than net performance returns.
32 A Portfolio's PG and PU may not be identical to its respective EG and EU.
The criteria for including and excluding a fund in a PG or PU is somewhat
different from that of an EG or EU. In particular, PGs and PUs only include
funds of the same Lipper investment classification/objective as the Portfolios,
in contrast to certain of the Portfolios' EGs and EUs, which may include funds
of similar but not the same investment classification/objective.
33 The performance returns of the Portfolios' peers are also adjusted for
expenses (gross up).
236 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
Global Real Estate Portfolio PG PU PG PU
Investment Portfolio(34) Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 43.45 40.37 40.19 2/13 11/77
Since Inception 33.84 34.58 34.92 9/13 50/72
International Portfolio PG PU PG PU
Value Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 38.79 30.41 30.46 1/10 1/50
Since Inception 36.04 29.40 28.77 1/9 1/47
International Portfolio PG PU PG PU
Growth Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 19.96 28.67 27.74 5/5 19/19
Since Inception 21.96 28.30 27.34 5/5 19/19
Small-Mid Cap Portfolio PG PU PG PU
Value Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 15.63 18.69 17.54 15/17 96/112
Since Inception 14.78 19.46 17.93 15/15 98/101
Small-Mid Cap Portfolio PG PU PG PU
Growth Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 10.89 11.07 10.69 11/19 96/203
Since Inception 19.87 15.02 15.11 5/18 29/182
Short Duration Portfolio PG PU PG PU
Bond Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 5.05 5.23 5.26 10/14 69/95
Since Inception 3.87 4.13 4.19 10/14 75/94
Intermediate Portfolio PG PU PG PU
Duration Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 5.91 6.44 6.31 16/18 161/193
Since Inception 3.93 4.15 4.14 14/18 129/181
Inflation Protected Portfolio PG PU PG PU
Securities Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 3.74 4.34 4.42 9/10 42/48
Since Inception 2.43 2.55 2.48 8/10 25/44
Portfolio PG PU PG PU
High Yield Portfolio Return Median Median Rank Rank
- ------------------------------------------------------------------------------
1 year 10.03 10.70 11.16 13/17 112/138
Since Inception 8.11 9.13 9.51 15/17 113/128
34 See footnote 24.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 237
Set forth below are the 1 year and since inception net performance returns of
the Portfolios (in bold) versus their benchmarks(35)
Periods Ending November 30, 2006
Annualized Performance (%)
- ------------------------------------------------------------------------------
1 Since
Year Inception(36)
- ------------------------------------------------------------------------------
U.S. Value Portfolio 19.68 16.79
Russell 1000 Value Index 20.27 17.37
U.S. Large Cap Growth Portfolio 0.96 12.42
Russell 1000 Growth Index 8.38 10.40
Global Real Estate Investment Portfolio 43.32 33.01
FTSE / NAREIT Equity Index 44.31 36.66
International Value Portfolio 38.65 34.87
MSCI EAFE Value Index 31.08 29.25
International Growth Portfolio 19.83 20.86
MSCI EAFE Growth Index 25.27 24.11
Small-Mid Cap Value Portfolio 15.55 14.38
Russell 2500 Value Index 18.76 18.37
Small-Mid Cap Growth Portfolio 10.81 19.65
Russell 2500 Growth Index 13.18 16.72
Short Duration Bond Portfolio 5.00 3.88
Merrill Lynch 1-3 Yr Treasury Index 4.33 3.28
Intermediate Duration Bond Portfolio 5.85 4.40
Lehman Brothers Aggregate Bond Index 5.94 3.59
Inflation Protected Securities Portfolio 3.67 2.58
Lehman 1-10 Year TIPS Index 3.78 2.50
High-Yield Portfolio 9.93 8.54
Lehman Brothers High Yield Index (2% constrained) 10.55 8.81
CONCLUSION:
Based on the factors discussed above the Senior Officer's conclusion is that
the proposed advisory fees for the Portfolios are reasonable and within the
range of what would have been negotiated at arms-length in light of all the
surrounding circumstances. This conclusion in respect of the Portfolios is
based on an evaluation of all of these factors and no single factor was
dispositive.
Dated: March 6, 2007
35 The Adviser provided Portfolio and benchmark performance return information
for periods through November 30, 2006.
36 The underlying data, which the Adviser used to calculate since inception
performance returns for the Portfolios, covers the period from the Portfolios'
inception date, May 20, 2005, through November 30, 2006. On the other hand, the
underlying data, which the Adviser used to calculate performance returns for
the Portfolios' benchmarks, covers the period from the nearest month end after
the Portfolios' inception date, May 31, 2005, through November 30, 2006. This
difference may significantly impact the Portfolios' performance returns
relative to their benchmarks. See footnote 31.
238 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS
ALLIANCEBERNSTEIN FAMILY OF FUNDS
AllianceBernstein Family of Funds
- --------------------------------------
Wealth Strategies Funds
- --------------------------------------
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy
- --------------------------------------
Blended Style Funds
- --------------------------------------
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
- --------------------------------------
Growth Funds
- --------------------------------------
Domestic
Growth Fund
Mid-Cap Growth Fund
Large Cap Growth Fund
Small Cap Growth Portfolio
Global & International
Global Health Care Fund
Global Research Growth Fund
Global Technology Fund
Greater China '97 Fund
International Growth Fund
International Research Growth Fund
- --------------------------------------
Value Funds
- --------------------------------------
Domestic
Balanced Shares
Focused Growth & Income Fund
Growth & Income Fund
Small/Mid Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Real Estate Investment Fund*
Global Value Fund
International Value Fund
- --------------------------------------
Taxable Bond Funds
- --------------------------------------
Global Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Intermediate Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
- --------------------------------------
Municipal Bond Funds
- --------------------------------------
National Michigan
Insured National Minnesota
Arizona New Jersey
California New York
Insured California Ohio
Florida Pennsylvania
Massachusetts Virginia
- --------------------------------------
Intermediate Municipal Bond Funds
- --------------------------------------
Intermediate California
Intermediate Diversified
Intermediate New York
- --------------------------------------
Closed-End Funds
- --------------------------------------
All-Market Advantage Fund
AllianceBernstein Global High Income Fund*
AllianceBernstein Income Fund*
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
- --------------------------------------
Retirement Strategies Funds
- --------------------------------------
2000 Retirement Strategy
2005 Retirement Strategy
2010 Retirement Strategy
2015 Retirement Strategy
2020 Retirement Strategy
2025 Retirement Strategy
2030 Retirement Strategy
2035 Retirement Strategy
2040 Retirement Strategy
2045 Retirement Strategy
We also offer Exchange Reserves,** which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
You should consider the investment objectives, risks, charges and expenses of
any AllianceBernstein fund/portfolio carefully before investing. For free
copies of our prospectuses, which contain this and other information, visit us
online at www.alliancebernstein.com or contact your financial advisor. Please
read the prospectus carefully before investing.
* Prior to January 26, 2007, AllianceBernstein Global High Income Fund was
named Alliance World Dollar Government Fund II and AllianceBernstein Income
Fund was named ACM Income Fund. Prior to March 1, 2007, Global Real Estate
Investment Fund was named Real Estate Investment Fund.
** An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
ALLIANCEBERNSTEIN POOLING PORTFOLIOS o 239
NOTES
240 o ALLIANCEBERNSTEIN POOLING PORTFOLIOS
ALLIANCEBERNSTEIN POOLING PORTFOLIOS
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ITEM 2. CODE OF ETHICS.
Not applicable when filing a semi-annual report to shareholders.
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Please see Schedule of Investments contained in the Report to Shareholders
included under Item 1 of this Form N-CSR.
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MANAGEMENT INVESTMENT COMPANIES.
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Not applicable to the registrant.
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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
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provided disclosure in response to this item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial
officer have concluded that the registrant's disclosure controls and procedures
(as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as
amended) are effective at the reasonable assurance level based on their
evaluation of these controls and procedures as of a date within 90 days of the
filing date of this document.
(b) There were no changes in the registrant's internal controls over financial
reporting that occurred during the second fiscal quarter of the period that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
12 (b) (1) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
12 (c) Certification of Principal Executive Officer and
Principal Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): The AllianceBernstein Pooling Portfolios
By: /s/ Marc O. Mayer
----------------------
Marc O. Mayer
President
Date: April 27, 2007
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: April 27, 2007
By: /s/ Joseph J. Mantineo
----------------------
Joseph J. Mantineo
Treasurer and Chief Financial Officer
Date: April 27, 2007